And Go Concepts - Chapter 11 DIP Terms

DIP Terms

Borrower / Guarantors

• And Go Concepts, LLC, which operates as Salad and Go, as borrower
• Every other debtor in the jointly administered cases guarantees the DIP obligations on a joint and several basis except Garland New Market LLC and AGC-North Texas Facilities, LLC, which sit outside the loan-party group entirely: they neither guarantee the obligations nor grant DIP liens, reflecting the negative pledge and related covenants under the NMTC QLICI loan documents. The interim order records that the borrower has no prepetition secured debt and that the debtors' material funded debt sits at those two non-loan-party entities.

Lender

• Twelve Bridge Capital, LLC, as sole DIP lender, with Fishel Law Group as its counsel
• The lender may assign or participate the facility to affiliates freely and to third parties with the debtors' consent, which is not required during an event of default; no loan party may assign without the lender's written consent.

DIP Commitment

• $20 million new-money senior secured superpriority delayed-draw term facility, comprised of two tranches:
  • Tranche A: $10.0 million, available upon entry of the interim order, which the court entered Aug. 28, 2026, and satisfaction or lender waiver of the conditions precedent. The conditions specific to Tranche A are continued effectiveness of the APA and the sale motion, including any bulk sale bid procedures motion or other acceptable replacement sale process; funding of the deposit required by the APA; and receipt of all corporate authority for the chapter 11 cases and the DIP facility. The order separately conditions the initial funding on delivery of a schedule of all of the loan parties' deposit and securities accounts identifying any account subject to a control agreement, account pledge or third-party setoff right.
  • Tranche B: $10 million, available only on a final basis and only after entry of a sale order and conclusion of the sale hearing approving the bulk sale, drawable in up to five draws of $2 million each
• There is no roll-up; the entire commitment is new money.
• Tranche B carries a coverage test alongside the sale conditions: at each draw the applicable bulk-sale purchase agreement must remain in full force with no termination or material-adverse-effect notice delivered, and at the first draw only the debtors must certify that projected net sale proceeds, after all site adjustment amounts, required cure costs and lease expenses then known, are not less than 150% of the DIP obligations that would be outstanding if the entire commitment were funded. A site adjustment amount is the term sheet's fixed credit of $2,058,823.53 for each rejected Schedule A site, the 51 Arizona and Nevada locations; rejection or exclusion of a Schedule B site, the Texas and Oklahoma locations, creates no such credit and does not reduce the $105 million purchase price, absent a higher-value good-faith offer from another purchaser on those sites. The coverage test is not retested at later draws unless aggregate site adjustment amounts increase by more than $5 million after the first draw, in which case it is retested once; the lender may waive either condition in writing.
• The commitment is permanently reduced by the principal amount of each extension of credit and expires at the end of the availability period, which runs from the closing date until an unwaived termination event. Amounts prepaid may not be reborrowed.
• The parties do not intend to negotiate a long-form credit agreement: the Aug. 23, 2026 DIP term sheet, as incorporated into the interim order, is the operative and controlling financing document, subject only to supplemental security and guaranty documentation, and the interim order controls over any material inconsistency with the term sheet.

Interest Rate

• 12.0% per annum, PIK, calculated on a 360-day year and payable monthly in arrears on the first day of each month by capitalizing accrued interest into principal
• Default rate increase: 2.0%, applied automatically during an uncured event of default and payable on demand or at termination

Fees

• Commitment Fee: 5.0% of the full $20 million commitment, fully earned and non-refundable on entry of the interim order and capitalized into principal at that time
• Funding Fee: 2.0% of each draw, fully earned and non-refundable when the draw is funded and capitalized into principal at that time
• Exit Fee: 1.0% of the aggregate DIP obligations outstanding, earned and payable on the first repayment, satisfaction, refinancing or other exit and in all events on the termination date
• The commitment and funding fees, once capitalized, constitute principal for all purposes, bear interest at the applicable rate and are secured by the DIP liens; none of the three fees is subject to reduction, setoff, recoupment, recharacterization, avoidance or disgorgement.
• Lender professional fees, including Fishel Law Group and a designated financial advisor, are payable pre- and postpetition without compliance with U.S. Trustee fee guidelines, subject to an aggregate cap of $350,000 that also absorbs any amounts paid before the petition date; the term sheet states that same $350,000 cap as reaching the fees and expenses of the lender's counsel rather than all of its professionals. Accrued and unpaid amounts are funded out of the first Tranche A draw, and invoices go to the debtors, the U.S. Trustee and the committee, with a 10-day resolution period and a further 10 days to object solely on reasonableness.

Maturity

• The earliest to occur of:
  • Jan. 31, 2027
  • Three business days following the closing date of the bulk sale
  • The effective date of any Chapter 11 plan with respect to any debtor
  • Conversion of any of the cases to Chapter 7
  • Dismissal of any of the cases
  • Acceleration following an event of default
• Voluntary prepayments are permitted at any time on three business days' notice in minimum principal amounts of $100,000, subject to breakage costs and payment of the exit fee then due.

Milestones

• The debtors entered into an asset purchase agreement with Boersma Bros. LLC covering 65 leases and related assets at a $105 million purchase price, and have since received one or more competing proposals for substantially overlapping assets, so they may seek emergency approval of bidding procedures for those bulk sale assets. The milestone schedule accommodates either outcome:
  • Petition dates of Aug. 4 and Aug. 5, 2026
  • Entry of the interim DIP order on or before Aug. 28, 2026
  • Sale motion seeking approval of the APA, filed Aug. 4, 2026 [Dkt. No. 11]; if the debtors run a competitive process, a bid procedures motion prosecuted far enough in advance to permit an auction on or before Sept. 8, 2026
  • Entry of the final DIP order on or before Sept. 25, 2026
  • Auction for the bulk sale assets, if any, on or before Sept. 8, 2026; unless the debtors select an alternative sale at the Aug. 31, 2026 auction, a sale hearing held and sale order approving the bulk sale entered on or before Sept. 15, 2026 if Boersma Bros. is the successful bidder
  • Closing of the bulk sale on or before Dec. 31, 2026, or any earlier outside date under the winning bidder's purchase agreement
  • For assets outside the bulk sale package, compliance with the bidding procedures the court approved Aug. 18, 2026, including their auction, sale hearing and closing deadlines
• The term sheet sets both the auction milestone and the alternative-sale election at dates that do not align on their face, referring to an auction on or before Sept. 8, 2026 and to the debtors' selection of an alternative sale "at the August 31, 2026 auction."
• Failure to achieve a milestone is an immediate event of default absent written waiver, though each deadline extends day-for-day where missed solely because of the court's calendar, and the sale hearing and sale order milestone is satisfied on entry of the sale order even before it becomes final.

Mandatory Prepayment and Sale Proceeds Waterfall

• On the closing of any court-approved 363 sale, net proceeds equal to the then-outstanding DIP obligations are wired directly to the lender at closing under an agreed flow of funds and never deposited into a debtor account, ahead of every other secured, administrative, priority, unsecured or equity claim, subject only to the carve out and, under the term sheet, the NMTC QLICI claims and liens, and to PACA/PASA trust assets that are not estate property.
• 100% of net proceeds of any other asset, equity or lease disposition, of any rejection fees or forfeited deposit retained by the debtors, of any replacement DIP, exit or recapitalization financing, and of any extraordinary receipt are paid to the lender within two business days of receipt, up to the outstanding obligations.
• No sale-related consideration, including the deposit, site adjustment amounts, rejection fees, delayed-closing payments, escrow releases or cure-cost refunds, may be recharacterized, netted, escrowed, reserved or distributed in a way that avoids or delays application to the DIP obligations.
• Proceeds apply first to lender professional fees and out-of-pocket expenses, then to fees, then to accrued interest, then to principal including capitalized PIK interest and PIK fees, and last to remaining DIP obligations.
• Remaining net sale proceeds must sit in a segregated account free of any control agreement, pledge or setoff right, at a depository unaffiliated with the NMTC lenders, with no commingling; the debtors must identify the account to the lender within two business days of opening it and give three business days' notice of any disbursement other than payments to the lender.
• Sale proceeds exceeding the amount needed to repay the DIP obligations in full are not subject to mandatory prepayment and are distributed under the Bankruptcy Code and applicable orders.

Cash Collateral

• No loan party is subject to a prepetition lender's lien on cash and no prepetition secured party asserts a cash collateral interest, so no adequate protection is required or granted under the interim order.
• The DIP liens attach to each loan party's cash on entry of the interim order, making that cash the lender's collateral; the lender consents to its use solely in accordance with the approved budget, revocable during an event of default. To the extent any other party asserts an interest in cash by reason of a control agreement, account pledge or setoff right, the debtors may use it on the same terms with all such party's rights, including any request for adequate protection, reserved for the final hearing.
• Following a termination notice and until the stay relief motion is adjudicated, the debtors retain the right to use cash collateral to pay expenses necessary to avoid irreparable harm, fund the carve out and meet payroll.

Use of Proceeds

• Proceeds fund working capital and general corporate purposes; the costs and expenses of the Chapter 11 cases, including any 363 sale of the debtors' assets; interest, fees, costs and expenses on the DIP loans, including the lender's professional fees; and the fees of the debtors' and estate professionals, in each case only as the approved budget permits.

Securities and Priorities

• The lender receives automatically perfected liens under sections 364(c)(2) and 364(c)(3) on all assets of each loan party, prepetition and postpetition, including inventory, receivables, real and personal property, non-residential leasehold interests, contract rights, intellectual property, insurance proceeds and all proceeds, subject to the carve out; the interim order extends that grant to all capital stock owned by any loan party, while the term sheet excludes the equity interests in Garland New Market LLC and AGC-North Texas Facilities, LLC.
• The DIP obligations constitute allowed superpriority administrative expense claims under section 364(c)(1), senior to all other administrative expenses, adequate protection claims and diminution claims, including those under sections 503(b) and 507(b), and payable from all loan-party property other than excluded assets, subject only to the carve out.
• The interim order states that the facility primes nothing: the DIP liens are not senior to any valid, perfected, non-avoidable prepetition lien, and are junior to any prepetition deposit account control agreement or account pledge of that kind, including those granted in connection with the NMTC QLICI loans. The term sheet runs the other way, subordinating the DIP liens to the NMTC QLICI claims and liens but, subject only to those and the carve out, priming and ranking them senior in all respects to every other valid, perfected and non-avoidable prepetition lien on the collateral; the interim order controls over any material inconsistency with the term sheet.
• Neither the DIP liens nor the superpriority claims attach to or are payable from any asset of Garland New Market LLC or AGC-North Texas Facilities, LLC.
• Excluded from the collateral package are avoidance actions and their proceeds, D&O claims and their proceeds including insurance recoveries, escrowed funds held by an escrow agent (the professional fee reserve, adequate assurance escrow and buyer good-faith deposits), PACA/PASA trust assets that are not estate property, and leasehold interests where a lien grant is barred by the lease or applicable non-bankruptcy law. Proceeds, rents, designation-rights payments and lease termination or buyout payments arising from those leases remain collateral, as do escrowed funds once released to a debtor and the debtors' contingent rights in the deposit.
• Perfection is automatic on entry of the interim order without any filing or recording, and the liens and obligations remain enforceable against any trustee, in any successor Chapter 7 case and on dismissal.

Avoidance Actions

• Chapter 5 avoidance actions, including any under section 724(a) or state or foreign law equivalents, and their proceeds are carved out of the collateral entirely, with no lien or claim of any kind attaching, and the exclusion is not deferred to the final order.

Carve Out

• Post-trigger cap: $500,000 in the aggregate for professional fees incurred after delivery of a carve out trigger notice, which the lender may deliver only during a continuing event of default and may serve simultaneously with or after a termination notice
• Chapter 7 trustee fees: $100,000, payable without regard to any trigger notice, alongside uncapped statutory clerk and U.S. Trustee fees plus statutory interest
• Pre-trigger allowed and unpaid fees of debtor and committee professionals are covered without an aggregate cap, subject to the approved budget and the DIP orders. The term sheet measures the pre-trigger period as fees incurred on or before the second business day after delivery of the trigger notice.
• The carve out funds into a professional fee reserve on a weekly basis, seeded at initial funding with the first two weekly periods' budgeted professional fees and excluding investment banker and financial advisor transaction fees. Amounts are deemed used on deposit, the reserve does not cap the professional fees included in the carve out, and any residue after payment of allowed fees is DIP collateral.

Budget and Reporting

• The approved budget is the three-week cash flow forecast attached to the interim order, covering the weeks ending Aug. 28, Sept. 4 and Sept. 11, 2026, even though the order recites that the budget extends through at least the week of the final hearing, which it sets for Sept. 21, 2026. Before entry of the final order the debtors must deliver a 13-week budget acceptable to the lender, and beginning Friday, Sept. 11, 2026 must deliver an updated 13-week forecast every other week; a proposed budget is deemed approved three business days after delivery absent written objection, with the prior budget controlling until then.
• Weekly reporting to the lender and the committee covers accounts payable and receivable aging and bank account cash balances with receipts and disbursements; written sales process updates go out every other Friday, and weekly during a continuing event of default.
• The budget assumes store closures on Aug. 5, 2026 and that DIP funds are the primary source of cash, and it draws the entire $10 million Tranche A in week one against a beginning cash balance of $3.4 million and a forecast $6.8 million net cash outflow over the three weeks; available cash is budgeted to fall from $10.1 million at the end of week one to $2.9 million by the week ending Sept. 11, 2026, and total liquidity including undrawn availability from $20.1 million to $12.9 million. A $3.5 million PACA/PASA disbursement in week two drives the bulk of the burn, and WARN Act costs reflect 21 salaried and 64 hourly employees, 85 in total, at approximately $205,600 per week for four weeks, or roughly $822,000.
• The professional fee schedule forecasts $1.7 million of accruals across the three weeks for Reed Smith, Stout Risius Ross, Lowenstein Sandler as committee counsel, the committee financial advisor, Hilco Real Estate, Kroll, KPMG and DIP lender legal, against a $1.3 million opening balance and a $2.9 million ending reserve balance.

Permitted Variance

• Cash disbursements for operating expenses may not deviate upward from the approved budget by more than 15% on a line-item basis or 15% cumulatively, measured weekly; the term sheet states the covenant as a 15% cumulative test across all operating expense line items without the line-item component.
• Underspending on a cumulative basis carries forward to subsequent weekly periods.
• Excluded from the variance calculation are restructuring professional fees of the debtors', committee and other estate professionals, employee retention and incentive payments, government penalties and fines, and U.S. Trustee fees.
• A budget breach beyond the permitted variances is an event of default only if uncured five business days after written notice, and the court may determine on expedited notice whether a disputed variance constitutes a default.

Covenants

• The term sheet hands the lender running control of the sale process: the debtors must deliver material pleadings, including anything touching the DIP facility, the sale motion, bidding procedures or any asset sale, for review and comment at least three days before filing; give the lender at least three days on any proposed amendment, waiver, consent, settlement, side agreement, lease rejection, site exclusion, delayed-closing arrangement, closing statement or funds flow under the purchase agreement, and obtain written consent to any material adverse change; enforce the buyer's obligations, including its no-financing-contingency, commercially reasonable efforts and anti-circumvention undertakings, and waive no breach that could reduce or delay sale proceeds; keep the deposit in escrow and consent to no release of it; route all sale and lease proceeds into accounts subject to the DIP liens; and, if the current sale will not proceed, pivot promptly to an alternative sale process that complies with the conditions precedent and milestones.
• Under the interim order the debtors may not, without the lender's consent, incur debt or grant liens beyond those existing on the petition date and permitted by the DIP orders, dispose of assets outside the ordinary course other than through a court-approved sale process, move cash or property to a non-loan-party debtor or a non-debtor affiliate outside the approved budget, or seek or consent to a lien or claim senior to or pari passu with the DIP liens or to any material modification of the first-day orders, the DIP orders or a sale-related order; the term sheet adds bars on distributions in respect of equity interests and on executive bonuses beyond the approved budget. The debtors must also maintain their insurance programs and use commercially reasonable efforts to name the lender loss payee and additional insured, and must notify the lender within two business days of any known event of default or any termination or asserted breach of the purchase agreement. Where the two documents differ, the interim order's representations and covenants control.

Events of Default

• Payment defaults on principal, interest or fees, uncured for five business days after notice; failure to comply with the sale proceeds waterfall
• Failure to meet any milestone, or termination of the bulk-sale purchase agreement unless concurrently replaced by a definitive agreement for an alternative transaction that repays the DIP obligations in full in cash at closing
• Budget breaches beyond the permitted variances and other material covenant breaches, each subject to a five-business-day cure after notice
• Conversion of any case to Chapter 7, appointment of a Chapter 11 trustee or an examiner with expanded powers, or dismissal of any case
• Reversal, vacatur, stay or material modification of the DIP orders or a sale order without the lender's consent; relief from stay as to material collateral; entry of an order granting a lien or superpriority claim senior to or pari passu with the DIP liens or claims, other than the carve out, the NMTC QLICI claims and liens and the termination fee payable to the purchaser under the bulk-sale agreement
• Entry of an order surcharging collateral, allowing marshaling, or allowing a claim under sections 105, 506(c) or 552(b) against the lender or the collateral, or limiting the lender's section 363(k) credit-bid right
• Any challenge by a debtor to the DIP obligations, liens, claims or documents, or any effort to avoid, disgorge or recover a payment to the lender
• Incurrence of additional financing that does not repay the DIP obligations in full, other than ordinary-course insurance financing permitted by the DIP orders
• Release, return, refund or transfer of the buyer's deposit to anyone other than the debtors or the lender before the DIP obligations are paid in full
• Any reduction of the $105 million purchase price based on rejection, or any Schedule A reduction not permitted by section 6.3(c) of the purchase agreement, and any amendment, waiver, side agreement, settlement or value reallocation that materially impairs sale proceeds or the lender's repayment without its consent
• A sale jeopardy event, meaning an objectively identifiable event that gives the buyer or successful bidder an unwaived termination right, renders a closing condition incapable of satisfaction by the applicable milestone, results in a written statement that the buyer is unwilling or unable to close, is reasonably likely to prevent entry of the sale order or consummation by the milestone, or is reasonably likely to reduce net sale proceeds below the amount required to pay the DIP obligations in full and fund the carve out. Replacing the current sale with a compliant alternative sale process is not, by itself, a default or a sale jeopardy event.

Remedies

• On an event of default or at maturity, the lender may by written termination notice, which it must file on the docket, terminate or restrict the remaining commitment and declare all DIP obligations immediately due and payable.
• After a five-business-day remedies notice period running to debtors' counsel, committee counsel and the U.S. Trustee, the lender may terminate or revoke the right to use cash collateral, terminate the facility as to future funding obligations without affecting the outstanding obligations or liens, and charge the default rate.
• Before exercising any remedy against collateral, however, the lender must file a stay relief motion seeking emergency relief; the debtors and any party in interest may ask the court to stay the exercise of remedies, and the debtors may not oppose hearing the motion on shortened notice.

Credit Bid

• The lender expressly reserves its right under section 363(k) to credit bid all or any portion of the DIP obligations and DIP claims in any sale or disposition of the debtors' assets, whether under section 363, as part of a plan under section 1123 including a plan confirmed under section 1129(b)(2)(A)(ii), or in a Chapter 7 trustee sale under section 725.
• On reasonable notice, the debtors must accommodate assignment of the lender's purchase right to a sub-agent or newly formed acquisition vehicle.

Waivers and Releases

• No section 506(c) or 552(b) waiver is requested, granted or implied, and no marshaling provision is requested or granted.
• Subject to entry of the final order, the debtors and their estates release the lender and its officers, employees, directors, agents, representatives, owners, members, partners, advisors, shareholders, managers, consultants, accountants, attorneys, affiliates and predecessors-in-interest from all claims, including lender liability and equitable subordination theories, solely with respect to the negotiation of and entry into the DIP loan documents, and waive all defenses to the validity, perfection, priority, enforceability and avoidability of the DIP liens and obligations. The release reaches only claims and defenses arising through entry of the interim order and the initial draw. The term sheet carries a second release that is not conditioned on the final order, under which each loan party releases the lender together with its investors, participants, subsidiaries, successors and assigns from any claim arising from any act or omission relating to the facility occurring before the term sheet's Aug. 23, 2026 date, and it contemplates that the DIP orders will release all claims arising from or related to the facility.
• The debtors waive any right to seek relief, including under section 105, that would restrict or impair the lender's rights and remedies, and both sides waive trial by jury.
• The debtors indemnify the lender and its affiliates, officers, directors, employees, agents, advisors and attorneys against losses, claims and documented out-of-pocket expenses arising out of the DIP loan documents and the debtors' use of the financing, excluding anything a final, non-appealable order attributes to the indemnified party's gross negligence, willful misconduct or fraud; the indemnity survives payment in full of the DIP obligations and termination of the facility.

Amendments

• The debtors and the lender may amend, waive or modify the term sheet without further court approval where the change does not materially and adversely affect the debtors and does not shorten maturity, increase principal or the interest rate, or change an event of default or make covenants materially more restrictive; material changes require court approval, and all amendments regardless of materiality go to the U.S. Trustee and the committee before becoming effective.

Key Dates

• Petition dates: Aug. 4 and Aug. 5, 2026
• Interim hearing held Aug. 27, 2026; interim order signed and entered Aug. 28, 2026
• Objection deadline: Sept. 14, 2026 at 5 p.m. prevailing Central time
• Final hearing: Sept. 21, 2026 at 1 p.m. prevailing Central time, with the court permitted to enter the final order without a hearing if no timely objections are filed

Governing Law

• New York, subject to the bankruptcy court's retained jurisdiction over implementation, interpretation and enforcement, which survives the closing of the cases