And Go Concepts - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• And Go Concepts, LLC (d/b/a Salad and Go), as Borrower
• Each other jointly administered Debtor, other than Garland New Market LLC and AGC-North Texas Facilities, LLC, as Guarantors (together with the Borrower, the "Loan Parties"), guaranteeing the DIP obligations on a joint and several basis
  • The identities of the Guarantors will be conformed to the voluntary petitions and related corporate-authority resolutions
  • Garland New Market LLC and AGC-North Texas Facilities, LLC are not Loan Parties, do not guarantee the DIP obligations, and grant no DIP liens on any of their assets, in each case in light of the negative pledge and related covenants under the NMTC QLICI loan documents

Agent / Lender(s)

• Rucio Investment Sarl, as sole DIP Lender, sole underwriter, and initial provider of the commitment, providing new-money financing only; no prepetition secured lender roll-up is contemplated
• Rucio is an insider of the Debtors within the meaning of section 101(31) of the Bankruptcy Code
  • The DIP Lender's insider status and each of the extraordinary provisions of the facility, including the Residual Fee, the Equity Participation Right, the DIP liens, and the carve out, have been disclosed in the DIP motion pursuant to Bankruptcy Rule 4001(c)(1)(B)
  • Notwithstanding such status, the facility was negotiated in good faith and at arm's length, and the DIP Lender is entitled to the protections of section 364(e) of the Bankruptcy Code; accordingly, any reversal, modification, vacatur, or stay of the interim order will not affect the validity of any DIP obligations incurred or the validity, enforceability, or priority of any claim, lien, or security interest granted thereunder
• Okin Adams Bartlett Curry LLP, as counsel to the DIP Lender; notices to the DIP Lender are also directed to Imker Group (Wessel Meijdam), Stadionplein 16, 1076 CM Amsterdam

DIP Commitments

• $20 million new-money, senior secured, superpriority, delayed-draw term loan facility comprised of:
  • $10 million Tranche A, available upon entry of the interim order and satisfaction of customary conditions precedent
  • $10 million Tranche B, available in up to five draws of $2 million each, only following (i) entry of an order approving the sale of a material portion of the Debtors' assets under section 363 of the Bankruptcy Code and (ii) conclusion of the sale hearing with the court approving the sale, in each case in form and substance reasonably acceptable to the DIP Lender
• Immediately upon entry of the interim order, the Debtors are authorized to borrow the initial draw of up to $10 million (Tranche A); upon entry of the final order, the Debtors will be authorized to borrow the full $20 million commitment, subject in the case of Tranche B to satisfaction or waiver of all Tranche B conditions precedent, including entry of the sale order, conclusion of the sale hearing with the court approving the sale, the APA remaining in full force and effect, and the draw increment and maximum draw limitations
• Each borrowing is made upon written request specifying the amount and requested funding date, attaching wire instructions, and certifying satisfaction of the applicable conditions precedent; subject to satisfaction or waiver, the DIP Lender will fund by wire transfer as quickly as reasonably possible
• The Residual Fee does not constitute a DIP obligation for any purpose under the interim order
• The DIP term sheet, dated August 16, 2026 and attached as an exhibit to and incorporated by reference into the DIP orders, constitutes the operative DIP financing document in lieu of a separate long-form DIP credit agreement, subject only to supplemental security agreements, guaranties, UCC financing statements, and other ancillary documentation reasonably required to grant, evidence, and perfect the DIP liens
  • To the extent the terms of the DIP term sheet differ in any material respect from the terms of the interim order, the interim order controls; the interim order's representations and covenants likewise control over the corresponding descriptions in the term sheet
  • The term sheet remains non-binding until approved by and incorporated into the DIP orders, and is subject in all respects to satisfactory completion of due diligence, interim and final court approval, and the DIP Lender's internal credit approvals; certain bracketed mechanics remain to be confirmed
  • The DIP Lender has no obligation to make any loan unless all conditions precedent under the term sheet and the interim order are satisfied in full or waived by the DIP Lender in its sole discretion

Cash Collateral

• No Loan Party is subject to a prepetition secured lender's lien on cash, and no prepetition secured party asserts an interest in cash collateral within the meaning of section 363(a) of the Bankruptcy Code with respect to the Loan Parties
• Upon entry of the interim order, the DIP liens attach to the cash of each Loan Party, whether now owned or hereafter acquired, such that such cash constitutes cash collateral in which the DIP Lender holds an interest
  • The DIP Lender consents under section 363(c)(2)(A) to use of such cash collateral solely in accordance with the approved budget and the interim order; such consent may be terminated or revoked upon the occurrence and during the continuance of an event of default
  • To the extent any other party asserts an interest in cash constituting cash collateral, including by reason of any deposit account control agreement, account pledge, or right of setoff under section 553, the Debtors are authorized under section 363(c)(2)(B) to use such cash collateral solely in accordance with the approved budget and the interim order, with all rights of such party, including any right to seek adequate protection, reserved for determination at the final hearing
  • The Debtors must segregate and account for all cash collateral in their possession, custody, or control in accordance with section 363(c)(4)
• Nothing in the interim order grants the DIP Lender any lien or claim on, or authorizes the use of, any asset held in trust for the benefit of claimants under the Perishable Agricultural Commodities Act or the Packers and Stockyards Act to the extent such asset is not property of the estates

Interest Rate

• 8.00% per annum, fixed, calculated on the basis of a 360-day year for actual days elapsed, payable in kind or in cash monthly in arrears
• Default Rate: upon the occurrence and during the continuance of an event of default, interest accrues at the non-default rate plus 2.00% per annum (i.e., 10.00% per annum), payable on demand (which may be paid in kind upon such demand)
• All payments in respect of the DIP obligations are made free and clear of, and without deduction or withholding for, any taxes, with a gross-up if withholding is required by applicable law
  • The DIP Lender must deliver a properly completed and executed IRS Form W-8BEN-E, including any applicable treaty claim, or such other form permitting payments without or at a reduced rate of U.S. withholding tax, on or prior to the initial funding date and thereafter upon reasonable request or obsolescence; the gross-up does not apply to any withholding tax attributable to the DIP Lender's failure to deliver such forms

Fees

• No commitment fee, closing fee, or underwriting fee is payable in connection with the facility, each having been waived by the DIP Lender in consideration of the Residual Fee
• Residual Fee: one-time fee equal to 20.00% of the commitment (i.e., $4 million), payable solely and exclusively upon the "Full Recovery Trigger," defined as (i) the establishment and funding of a reserve, whether under a chapter 11 plan or otherwise, for all disputed and undisputed unpaid claims and any amounts budgeted for winddown (e.g., administrative expenses, priority claims, and a winddown budget reasonably acceptable to the DIP Lender) or (ii) indefeasible payment in full in cash of all allowed claims against the Debtors' estates
  • Non-recourse to the estates and payable solely out of amounts that would otherwise be distributable to holders of equity or membership interests in the Borrower (or, in a chapter 7 case, amounts otherwise distributable to the Borrower under section 726(a)(6))
  • Junior in right of payment to all allowed administrative expense, priority, secured, and general unsecured claims
  • Expressly not an administrative expense claim and not entitled to priority under sections 503(b), 507(a), or 507(b), and excluded from the mandatory prepayment waterfall, such that no prepayment or repayment of the facility accelerates or triggers payment absent satisfaction of the Full Recovery Trigger
  • Payable in full in cash by wire transfer, by the Debtors or the applicable estate representative and without further notice, motion, application, or order of the court, promptly and in any event within ten business days after the Full Recovery Trigger, whether or not any chapter 11 plan is confirmed or consummated, and not impaired, delayed, subordinated, or modified by conversion to chapter 7, appointment of a chapter 11 trustee or examiner with expanded powers, dismissal (structured or otherwise), or entry of a final decree
  • Binding upon and enforceable against the Debtors, their estates, and any successor or estate representative, including any chapter 11 trustee, examiner with expanded powers, chapter 7 trustee, plan administrator, liquidating trustee, disbursing agent, or responsible person, with such enforceability limited to the amounts described above and creating no recourse to estate assets otherwise distributable to holders of allowed claims
  • Effective upon the Full Recovery Trigger, an amount equal to the Residual Fee is segregated and held for the DIP Lender, and no distribution may be made or released to any Debtor or holder of equity or membership interests until the fee is paid in full in cash
  • The Full Recovery Trigger is deemed to have occurred upon establishment and funding of the reserve described in clause (i), notwithstanding that the claims for which the reserve is established have not then been allowed, resolved, or paid; if the Debtors or any estate representative dispute whether the trigger has occurred, the DIP Lender may seek a determination on shortened notice and an amount equal to the fee is reserved pending determination
  • Any chapter 11 plan, conversion order, structured dismissal order, or other order or distribution scheme providing for distributions to equity or membership interest holders, or to any Debtor on account of a surplus under section 726(a)(6), must provide for payment of the Residual Fee prior to any distribution to such holders, and any such order is deemed to so provide whether or not it expressly so states; the Debtors may not seek or support any order, dismissal, Rule 9019 settlement, or distribution scheme that does not so provide
  • The Residual Fee is payable to the DIP Lender in its capacity as such and does not constitute a distribution received by any equity holder on account of an Alternative Transaction for purposes of, and is not subject to turnover under, the side letter described in the Debtors' amended motion to approve the sale of certain leasehold assets [Dkt. No. 39]
  • The Plan Administrator under any chapter 11 plan must be reasonably acceptable to the DIP Lender and the Debtors

Expenses and Indemnification

• All reasonable and documented out-of-pocket fees, costs, and expenses of the DIP Lender, including counsel fees and expenses, are payable by the Debtors subject to an aggregate cap of $325,000
  • Fees and expenses through closing are payable from the first draw; later fees and expenses are payable as they come due up to the cap
  • Payment of the DIP Lender's professional fees is subject to a reasonableness standard, and the lender professionals are not required to comply with the U.S. Trustee's fee guidelines, provided that invoices are submitted to the Debtors, Debtors' counsel, the U.S. Trustee, and counsel for any committee
  • The Debtors, the U.S. Trustee, and any committee may object solely to the reasonableness of the amounts, or of particular items or categories, of fees, costs, and expenses; if such an objection cannot be resolved within ten days of receipt of the invoice, the objecting party may file with the court within ten days after that resolution period, and failure to file within such period constitutes a waiver of the right to object to that invoice
  • Invoices must be sufficiently detailed to permit a determination of reasonableness, but may be reasonably redacted to remove privileged, work-product, or other confidential information without waiver of any privilege; the Debtors must timely pay all undisputed fees and expenses, including undisputed amounts on any invoice subject to a timely objection, and any amounts allowed by the court after resolution of an objection
  • Any prepetition amounts paid to lender professionals in connection with the DIP term sheet and the interim order are approved in full and count against the cap
• The Debtors will indemnify and hold harmless the DIP Lender and its affiliates and their respective officers, directors, employees, agents, advisors, attorneys, financial advisors, and representatives from losses, claims, damages, liabilities, and reasonable and documented out-of-pocket expenses arising out of or relating to the DIP loan documents and the Debtors' use of the financing, except to the extent resulting from the gross negligence or willful misconduct of the indemnified party as determined by a final, non-appealable order
  • The indemnification is not subject to the $325,000 expense cap and survives and continues for the benefit of all such persons or entities

Maturity

• The earliest of:
  • January 31, 2027
  • Three business days following the closing date of the sale contemplated by the APA
  • The effective date of any chapter 11 plan with respect to any Debtor
  • Conversion of any of the chapter 11 cases to chapter 7
  • Dismissal of any of the chapter 11 cases
  • Acceleration following an event of default
• On the maturity date, all DIP obligations become immediately due and payable and all commitments to extend credit terminate

Mandatory Prepayments

• Except for the Residual Fee, upon the closing of any sale of the Debtors' assets approved under section 363, including the sale to Boersma Bros. LLC d/b/a Dutch Bros pursuant to the Asset Purchase Agreement dated as of August 4, 2026, an amount of net sale proceeds equal to the then-outstanding DIP obligations must be paid directly to the DIP Lender at closing, subject only to the carve out, until the DIP obligations are indefeasibly paid in full in cash
  • Payment is made by wire transfer at closing pursuant to an agreed flow of funds and may not be deposited into any account of any Debtor
  • No distribution of such proceeds may be made to any other secured claim, administrative expense, priority claim, general unsecured claim, or equity interest ahead of such payment, except solely for the carve out and, to the extent applicable, PACA/PASA trust assets that are not property of the estates
  • Sale proceeds in excess of the amount required to repay the DIP obligations in full are not subject to mandatory prepayment and will be distributed in accordance with the Bankruptcy Code and applicable court orders
  • Remaining net sale proceeds must be deposited into a segregated deposit account not subject to any control agreement, account pledge, or third-party setoff right, maintained at a depository unaffiliated with the NMTC lenders, and not commingled with operating funds; the Debtors must identify the account to the DIP Lender within two business days of its opening and may not disburse from it, other than payments directly to the DIP Lender, without three business days' prior written notice specifying amount, payee, and purpose
• 100% of net proceeds of any other asset disposition, extraordinary receipt, or recapitalization outside the ordinary course, including any Rejection Fees and any Deposit forfeited to or retained by the Debtors under the APA, must be paid within two business days of receipt, up to the then-outstanding DIP obligations
• 100% of net proceeds of any DIP, exit, recapitalization, or other financing provided by another lender must be paid within two business days after such financing is provided, up to the then-outstanding DIP obligations
• Unless the DIP Lender otherwise directs, amounts are applied first to the DIP Lender's documented out-of-pocket professional fees and expenses, second to accrued interest, third to outstanding principal, and last to any other DIP obligations then due, in each case until indefeasibly paid in full in cash
• Amounts prepaid may not be reborrowed, and the Residual Fee is excluded from the waterfall

Carve Out

• The DIP liens and superpriority claims are subject to a carve out for:
  • All fees payable to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a), plus statutory interest under 31 U.S.C. § 3717, without regard to delivery of a carve out trigger notice
  • Reasonable fees and expenses of a chapter 7 trustee, if any, under section 726(b), up to $25,000, also without regard to a carve out trigger notice
  • Allowed and unpaid professional fees, success fees, costs, and expenses of professionals retained by the Debtors or any committee whose retention is approved under sections 327, 328, 330, or 1103, subject to the approved budget and applicable interim or other compensation orders, incurred at any time on or before the second business day following delivery of a carve out trigger notice, or thereafter subject to an aggregate cap of $500,000
• A "carve out trigger notice" is a written notice (which may be by email) delivered by the DIP Lender following an event of default to the Debtors, Debtors' counsel, the U.S. Trustee, and lead counsel for any committee
• Professional Fee Reserve: contemporaneously with initial funding and weekly thereafter until delivery of a carve out trigger notice, the Debtors will transfer DIP proceeds equal to budgeted weekly professional fees and expenses into a segregated escrow account, with notice to the DIP Lender
  • Amounts funded are deemed used upon deposit, the reserve does not itself cap the professional fees included in the carve out, and any amount remaining after payment of allowed fees constitutes DIP collateral
• Nothing impairs the ability of any party in interest with standing to object to the fees, expenses, reimbursement, or compensation described above on any grounds

Use of Proceeds

• Working capital and general corporate purposes of the Debtors during the chapter 11 cases
• Payment of costs and expenses of administering the chapter 11 cases, including U.S. Trustee fees and any sale of the Debtors' assets approved under section 363
• Payment of interest, fees, costs, and expenses related to the DIP term loans, including the reasonable and documented fees and expenses of the DIP Lender's professionals
• Payment of adequate protection obligations, if any, as approved by the court
• Other purposes consistent with the approved budget and the DIP orders, and any other customary uses in chapter 11 cases of similar size and nature, in each case subject to the carve out

Credit Bid

• The DIP Lender waives any right to credit bid the DIP obligations under section 363(k) in connection with the sale of assets to Boersma Bros. LLC d/b/a Dutch Bros pursuant to the APA
  • The waiver automatically terminates and is of no further force or effect upon any termination of the APA or upon the Debtors' pursuit of an Alternative Transaction, whereupon the DIP Lender may credit bid on a dollar-for-dollar basis any or all outstanding DIP obligations (other than the Residual Fee) in connection with any sale under section 363, any chapter 11 plan, or any sale or disposition by a chapter 7 trustee
  • The DIP Lender does not waive, and expressly reserves, its right to credit bid any outstanding DIP obligations in connection with any other sale or disposition of the Debtors' assets, including any sale conducted pursuant to court-approved bidding procedures

Avoidance Actions

• No DIP lien attaches to avoidance actions brought under chapter 5 or section 724(a) of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or applicable state or foreign law equivalents, or the proceeds thereof

Securities and Priorities

• Pursuant to sections 364(c)(2) and 364(c)(3), the DIP Lender is granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected postpetition security interests and liens on cash and all tangible, intangible, real and personal property of each Loan Party, whether now owned or hereafter acquired or created, prepetition or postpetition, including inventory, accounts receivable, real and personal property, plants, equipment, rights under leases and other contracts, patents, copyrights, licenses, trademarks, trade names and other intellectual property, capital stock owned by any Loan Party, all insurance proceeds, and the proceeds of the foregoing, including proceeds from the disposition of real property and non-residential leaseholds (the "DIP Collateral"), subject to the carve out
  • Equity interests in Garland New Market LLC and AGC-North Texas Facilities, LLC are excluded from the DIP Collateral
  • The facility is non-priming and does not prime any valid, perfected, and non-avoidable prepetition lien
  • The DIP liens are junior to any valid, perfected, and non-avoidable prepetition deposit account control agreement or account pledge, including any granted in connection with the NMTC QLICI loans
  • The DIP Collateral excludes chapter 5 and other avoidance actions and their proceeds; D&O claims against present or former directors, officers, or managers for breach of fiduciary duty or similar causes of action, and their proceeds; accounts held by an escrow agent in connection with the chapter 11 cases, including the professional fee escrow, adequate assurance escrow, and any escrow holding good-faith deposits of potential buyers, provided that upon release of any such escrowed funds to a Debtor such funds constitute DIP Collateral; and PACA/PASA trust assets to the extent not property of the estates
• All DIP obligations constitute allowed superpriority administrative expense claims under section 364(c)(1), with priority over any and all other administrative expenses, adequate protection claims, diminution in value claims, and all other unsecured claims of any kind, and, subject to entry of the final order, priority over all other claims and administrative expenses of the kind specified in sections 503(b) and 507(b), subject only to the carve out
  • For purposes of section 1129(a)(9)(A), the DIP superpriority claims are treated as administrative expenses allowed under section 503(b)
  • The DIP liens and superpriority claims are payable from and have recourse to all pre- and postpetition assets and property of the Loan Parties other than the excluded assets, and do not attach to, and are not payable from, any asset of Garland New Market LLC or AGC-North Texas Facilities, LLC
  • The DIP liens and superpriority claims may not be made or become subject, junior, or subordinated to any priming or other liens, nor made pari passu with any other lien, security interest, or claim granted under section 364 or otherwise, subject only to the carve out
  • The DIP liens and DIP obligations are valid and enforceable against any trustee appointed in the chapter 11 cases, upon conversion to chapter 7 or in any other related proceeding, and upon dismissal of the chapter 11 cases
• The DIP liens attach automatically and become valid and perfected immediately upon entry of the interim order without further action, filing, or recording; the DIP orders and any supplemental security or ancillary documentation constitute sufficient and conclusive evidence of validity, perfection, and priority, subject to the Debtors' obligation to take commercially reasonable steps, including executing and filing UCC financing statements, as the DIP Lender may reasonably request; if the DIP Lender elects to file any mortgages, financing statements, or notices of lien, the Debtors must cooperate and assist and the automatic stay is modified to permit such filings

Adequate Protection

• None required or granted. Because the facility does not prime any existing prepetition secured lender's liens, including the liens securing the NMTC QLICI loans, which are obligations of Debtors that are not Loan Parties, no adequate protection package under sections 361, 363, or 364(d) is required
  • The Borrower has no prepetition secured indebtedness, and the Debtors' material funded debt obligations are obligations of Garland New Market LLC and AGC-North Texas Facilities, LLC, neither of which is a Loan Party
  • To the extent any deposit or securities account of a Loan Party is subject to a valid, perfected, and non-avoidable control agreement or account pledge, the DIP liens on such account are junior thereto
• Neither the interim order nor the final order contemplates cross-collateralization, a roll-up, or any non-consensual priming lien

Waivers

• No waiver of the Debtors' or the estates' rights under section 506(c) or section 552(b) of the Bankruptcy Code is requested, granted, or implied, and no "no marshaling" provision is requested or granted
• The automatic stay is modified only to the extent necessary to implement and effectuate the facility and the DIP orders and to permit the DIP Lender to exercise remedies upon an event of default, following five business days' prior written notice to the Debtors, any statutory committee, and the U.S. Trustee, after which the stay is automatically modified as to the DIP Lender without further order unless, during that period, a party in interest obtains a contrary order of the court

Release

• Subject to entry of the final order, the Debtors, on their own behalf and on behalf of their estates, forever and irrevocably release, discharge, and acquit the DIP Lender and its former and current officers, employees, directors, agents, representatives, owners, members, partners, financial and legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, and predecessors-in-interest from all claims, demands, liabilities, disputes, remedies, causes of action, indebtedness, and obligations of every type, including any so-called "lender liability" or equitable subordination claims or defenses, solely with respect to or relating to the negotiation and entry into the DIP loan documents, and waive all defenses, offsets, and counterclaims as to the validity, perfection, priority, enforceability, and avoidability of the DIP liens and DIP obligations
  • Because Rucio is an insider of the Debtors within the meaning of section 101(31), the release applies to Rucio only in its capacity as DIP Lender and not in any other capacity; all other claims are preserved
  • Nothing relieves any party from fulfilling its obligations under the DIP term sheet or the DIP orders

Equity Participation Right

• In light of the Residual Fee being funded out of, and diluting, residual proceeds otherwise available to holders of equity interests, the DIP Lender must offer each existing member of the Borrower the right, but not the obligation, to participate in the facility, whether by sub-participation, assignment, or such other mechanic as the parties may agree, on a pro rata basis in accordance with each member's percentage ownership of the outstanding membership interests as of the petition date
  • Offered on the same economic terms, including interest rate and Residual Fee, as apply to the DIP Lender's own commitment
  • The DIP Lender must deliver written notice of the right within ten business days following entry of the interim order, and each member must elect in writing within ten business days following delivery of such notice, in each case subject to any consent, transfer restriction, or right of first refusal provisions in the Debtors' governing documents
  • Members who do not elect to participate within the applicable notice period have no further right to fund any portion of the facility

Conditions Precedent

• Customary conditions precedent, including entry of the interim order and, in due course, the final order approving the DIP term sheet and the facility, with the term sheet attached to and incorporated by reference into the DIP orders; delivery and court approval of the approved budget; execution of supplemental security agreements, guaranties, UCC financing statements, and other ancillary documents; no material adverse change in the business, assets, or prospects of the Debtors since entry of the interim order; accurate representations and warranties and no continuing default; payment of all fees and expenses then due, including the DIP Lender's professional fees; and delivery of a schedule of all deposit and securities accounts of the Loan Parties identifying each account subject to a control agreement, account pledge, or third-party setoff right
• As to each Tranche B draw, the APA must remain in full force and effect and no party may have delivered a notice of termination or a notice asserting a Material Adverse Effect
• As to the first Tranche B draw only, delivery of a certificate confirming that projected net sale proceeds, after giving effect to 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
  • Once satisfied or waived at the first Tranche B draw, the condition is not retested at any subsequent draw, and the remaining draws are not subject to any condition relating to the size of the sale; provided that if aggregate Site Adjustment Amounts increase by more than $5 million after the first Tranche B draw, the condition is retested once at the next draw
  • For purposes of the calculation, the Debtors will include any asset sales or lease assignments for value approved by a final order of the court that are reasonably expected to generate net sale proceeds to the estates, net of cure costs, commissions, and closing adjustments
• The DIP Lender may waive in writing either Tranche B condition — the requirement that the APA remain in full force and effect with no notice of termination or Material Adverse Effect delivered, and the 150% net-sale-proceeds coverage certificate

Representations and Warranties

• Each Loan Party represents and warrants, as of the date of each borrowing and each date a certificate is delivered, that:
  • It is duly organized and validly existing and, subject to entry of the DIP orders, has the power and authority to perform its obligations under the DIP term sheet and the interim order
  • Subject to entry of the DIP orders, such performance does not conflict with its organizational documents, applicable law, or any order of the court
  • Upon entry of the interim order, the DIP liens constitute valid, perfected liens on the DIP collateral with the priority set forth in the order, subject only to the carve out and any liens expressly permitted
  • The approved budget and each certificate delivered were prepared in good faith on assumptions believed to be reasonable when delivered
  • The proceeds of the DIP term loans will be used solely as permitted under the interim order
  • The schedule of deposit and securities accounts delivered as a condition precedent is complete and accurate in all material respects

Milestones

• The Debtors have entered into a signed asset purchase agreement with Boersma Bros. LLC (d/b/a Dutch Bros) and filed a sale motion seeking approval of the APA on August 4, 2026 [Dkt. No. 11]; no bidding procedures or auction process is contemplated with respect to the APA assets, and the sale will proceed by motion on the terms of the APA, subject to the Debtors' fiduciary duties and any higher or better offer requirements imposed by the court
• APA sale milestones:
  • Petition Date: August 4, 2026 and August 5, 2026
  • Entry of interim DIP order: on or before August 21, 2026
  • Sale hearing held and sale order approving the APA entered: on or before September 1, 2026
  • Entry of final DIP order: on or before September 15, 2026
  • Closing of the sale: on or before December 31, 2026 (the outside date under the APA)
• Additional sale processes:
  • Entry of an order approving bidding procedures for the additional asset sales and lease assignments: on or before August 28, 2026
  • Conclusion of any auction: on or before November 1, 2026
  • Entry of an order approving any such sale or assignment: on or before November 15, 2026
  • Closing of any such sale or assignment: on or before December 15, 2026
• Each milestone may be extended or waived only with the prior written consent of the DIP Lender, which may be by email and without further order of the court. Failure to achieve any milestone constitutes an immediate event of default unless waived in writing
  • Each deadline is automatically extended day-for-day to the extent it is not satisfied solely by reason of the court's calendar or scheduling, and the sale hearing and sale order milestone is satisfied upon entry of the sale order notwithstanding that it has not then become a final order

Covenants and Reporting

• Affirmative covenants customary for financings of this type, including delivery of financial statements and other reports and certificates; maintenance of existence and of insurance programs in effect as of the petition date, with commercially reasonable efforts to name the DIP Lender as lender loss payee and additional insured and to provide for not less than 30 days' prior written notice of cancellation; compliance with the approved budget and the milestones; cooperation with the sale processes; compliance with applicable laws; payment of postpetition obligations; and further assurances regarding the DIP Collateral and guarantors
• Negative covenants customary for financings of this type, including limitations on additional indebtedness, liens, investments, asset dispositions outside the ordinary course or an approved sale process, distributions, transactions with affiliates, creation of subsidiaries, issuance of equity, negative pledges, and payments to critical vendors and prepetition unsecured claims
  • No Loan Party may, without the DIP Lender's prior written consent, make any loan, advance, dividend, distribution, or other transfer of cash or property to any Debtor that is not a Loan Party or to any non-Debtor affiliate, except as expressly set forth in the approved budget, nor enter into or amend any transaction with an affiliate other than on arm's length terms and as set forth in the approved budget
  • No Loan Party may, without the DIP Lender's prior written consent, incur indebtedness or grant liens other than the DIP liens, liens existing on the petition date, and liens permitted by the DIP orders, or dispose of assets outside the ordinary course of business other than through a sale process approved by the court
  • No Loan Party may seek or consent to any order granting a lien or claim senior to or pari passu with the DIP liens or DIP superpriority claims, other than the carve out and the termination fee payable under Section 9.2(a) of the APA to the extent allowed or approved by the court, or seek or consent to any material modification of the first-day orders, the DIP orders, or any sale-related order
• Reporting obligations include the approved budget and periodic variance reports in form and substance reasonably satisfactory to the DIP Lender; weekly cash flow reporting; weekly submissions of open accounts payable aging, open accounts receivable aging, and bank account cash balances including receipts and disbursements; written sales process updates on the Friday of every other week (weekly following an event of default); reasonable availability of the Debtors' professionals upon reasonable notice for periodic telephonic or virtual meetings with the DIP Lender and its professionals, which meeting obligation is deemed satisfied to the extent the DIP Lender or any of its affiliates, representatives, or advisors receives substantially equivalent information through its involvement in the sale process or the chapter 11 cases (without excusing any report, certificate, or notice otherwise required); and such other financial and case-status reporting as the DIP Lender may reasonably request, including copies of all material pleadings
  • The Debtors must notify the DIP Lender in writing within two business days of any event of default, any termination or asserted breach of the APA, any notice delivered or received under Section 6.3(c) or Section 7.3 of the APA rejecting or excluding any Site (together with the then-applicable aggregate Site Adjustment Amounts), and the commencement of any material proceeding against a Loan Party
• To the extent of any conflict, the representations and covenants set forth in the interim order control over the description of representations and covenants in the DIP term sheet

Budget and Permitted Variance

• The three-week cash flow budget attached to the interim order, developed with the Debtors' financial advisor, Stout, is approved as the initial approved budget and extends through at least the week in which the final hearing is scheduled to occur; prior to entry of the final order, the Debtors must deliver a 13-week cash flow budget reasonably acceptable to the DIP Lender
• On the Friday of every other week, commencing on a date left blank in the proposed interim order (or more frequently by mutual agreement of the Debtors and the DIP Lender to accommodate changes in business operating activity), the Debtors must deliver an updated 13-week forecast in a form consistent with past practice, broken down by week, including anticipated uses of the DIP term loans (each a "Proposed Budget"), which modifies and supersedes any prior approved budget upon the DIP Lender's approval in its reasonable discretion (which may be by email)
  • The most recently delivered Proposed Budget is deemed approved three business days following delivery unless the DIP Lender objects in writing on or before such date; if the DIP Lender objects, the parties will work in good faith to reconcile, and the prior approved budget remains in full force and effect until approval or deemed approval
• Permitted Variances: cash disbursements for operating expenses may not deviate upward by more than 15% on a line-item basis or 15% on a cumulative basis from the approved budget
  • In the event of a dispute between the Debtors and the DIP Lender regarding permitted variances, the court may, after notice and an expedited hearing, determine whether such variance constitutes an event of default
• The initial three-week budget assumes the full $20 million commitment is treated as a DIP facility bearing 8% interest with fees subject to court approval; store closures beginning August 5, 2026, with DIP proceeds as the principal source of cash; receipts consisting of gross sales from each operating store and petty cash deposited on closure; payroll and benefits reflecting the wind-down, including KEIP and KERP amounts subject to a separate motion and court approval; WARN Act costs for 21 salaried and 64 hourly employees (85 total) at approximately $205,600 per week for four weeks (approximately $822,000 in total); sales tax paid on or around the twentieth of each month; and professional fees forecast at 100% of estimated accrued fees for the entirety of the case, funded weekly into escrow and subject to the interim compensation procedures. The budget's professional fee schedule identifies Reed Smith LLP, Stout Risius Ross, LLC, Okin Adams (DIP Lender legal), committee counsel, Kroll Restructuring Administration LLC, and KPMG (tax)

Events of Default and Remedies

• Events of default usual and customary for a facility of this type and purpose, including:
  • Failure to make any payment of principal, interest, or fees when due, uncured for five business days following written notice from the DIP Lender; the DIP term sheet additionally lists failure to comply with the mandatory prepayment waterfall as an event of default
  • Failure to meet any milestone, or termination of the APA, unless concurrently replaced by a definitive agreement for an Alternative Transaction providing for repayment of the DIP obligations in full in cash at closing
  • Breach of the approved budget beyond the permitted variances, uncured for five business days after written notice
  • Conversion of any of the chapter 11 cases to chapter 7, appointment of a chapter 11 trustee or examiner with expanded powers, or dismissal of any of the chapter 11 cases
  • Reversal, vacatur, or material modification of the DIP orders without the DIP Lender's consent
  • Any lien or claim senior to or pari passu with the DIP liens or superpriority claims, other than the carve out and the termination fee payable to the purchaser under the APA, being granted or allowed
  • False or misleading representations and warranties, breaches of the DIP orders, and other customary defaults, including cross-default and change of control, and failure to comply with any other material term, provision, condition, covenant, or obligation under the interim order or the DIP term sheet uncured for five business days following written notice, in each case subject to applicable notice and cure periods and, with respect to budget variances, to the dispute-resolution mechanic described under Budget and Permitted Variance
• Upon an event of default that is not waived or cured within any applicable cure period, or upon the maturity date, the DIP Lender may declare by written notice the termination, reduction, or restriction of any further commitment and all DIP obligations immediately due and payable, without presentment, demand, protest, or other notice of any kind, each of which the Debtors expressly waive; the DIP Lender must file such termination notice on the docket, and may deliver the carve out trigger notice simultaneously with or at any time following it
• Following five business days' prior written notice to counsel to the Debtors, counsel to any committee, and the U.S. Trustee (the "Remedies Notice Period"), the DIP Lender may exercise all rights and remedies under the DIP term sheet, the DIP loan documents, and applicable law, including terminating or revoking the Debtors' right to use cash collateral, terminating the facility as to any future liability or obligation of the DIP Lender without affecting the DIP obligations or DIP liens, and charging interest at the default rate
  • Upon expiration of the Remedies Notice Period, the automatic stay is deemed automatically modified, terminated, and vacated as to the DIP Lender without further notice, application, motion, or order, unless during that period the Debtors, any committee, or another party in interest obtains a contrary order of the court
  • The only issue that may be raised in any such proceeding is whether an event of default has occurred and is continuing, and the Debtors and any committee waive the right to seek relief, including under section 105, that would impair or restrict the DIP Lender's rights and remedies; the Debtors may not object to such a proceeding being heard on shortened notice
  • During the Remedies Notice Period and pending any court determination, the Debtors may continue to use cash collateral solely to pay necessary expenses to avoid irreparable harm to the estates, fund the carve out, and meet payroll obligations, in each case in accordance with the interim order and the approved budget

Amendments, Governing Law, and Miscellaneous

• No amendment or waiver is effective unless in writing and agreed by the DIP Lender and the Debtors, and any waiver or consent is effective only in the specific instance and for the specific purpose given; no consent is implied by any action, inaction, or acquiescence of the DIP Lender
  • No further court approval is required for any amendment, waiver, consent, or modification that does not materially and adversely affect the Debtors and does not (i) shorten the maturity of the facility, (ii) increase the principal amount of or the rate of interest on the facility, or (iii) change any event of default, add any covenants, or amend the covenants to be materially more restrictive; any such material modification remains subject to further court approval
  • Copies of all amendments and modifications, regardless of materiality, must be provided to the U.S. Trustee and any committee before becoming effective and binding
• The DIP term sheet and all obligations arising thereunder are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, subject at all times to the court's retention of jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the interim order and the DIP term sheet, including any matter relating to the Residual Fee, notwithstanding the closing of the chapter 11 cases; if the court does not have, or declines to exercise, jurisdiction, the parties may bring such matter in the state or federal courts sitting in Wilmington, Delaware, to whose non-exclusive jurisdiction the parties consent. Each of the Debtors and the DIP Lender waives any right to trial by jury
• The DIP Lender may assign or sell participations in all or any part of the facility to any affiliate or, with the Debtors' consent (not to be unreasonably withheld, conditioned, or delayed, and not required during the continuance of an event of default), to any other person; no Loan Party may assign any of its rights or obligations without the DIP Lender's prior written consent
• The DIP Lender is not required to file a proof of claim for any claim described in the interim order, is authorized but not required to do so in its sole discretion, and is not subject to any bar date order entered in the chapter 11 cases or any successor cases
• The DIP Lender must keep non-public information confidential, except for disclosure to its affiliates, advisors, and permitted assignees and participants on a confidential basis and as required by law or court order
• The provisions of the interim order survive and continue in full force and effect notwithstanding confirmation of any chapter 11 plan, conversion to chapter 7, or dismissal of the chapter 11 cases, and the claims, liens, and security interests granted maintain their priority until the DIP obligations are indefeasibly paid in full and discharged; the Debtors' obligations in respect of the Residual Fee survive payment in full of the DIP obligations, the closing of any sale, confirmation or consummation of any plan, conversion or dismissal, and entry of a final decree
• Upon entry, the interim order constitutes valid, binding, and continuing obligations of the Debtors enforceable in accordance with its terms; no obligation, payment, transfer, or grant of security under the DIP term sheet, the DIP loan documents, or the interim order may be stayed, restrained, voided, voidable, or recovered under the Bankruptcy Code or applicable non-bankruptcy law, or made subject to any defense, reduction, setoff, recoupment, or counterclaim
• If any provision of the interim order is later reversed, modified, vacated, or stayed, such action will not affect the validity of any DIP obligations incurred, or the validity or enforceability of any claim, lien, security interest, or priority authorized or created, under the interim order, the DIP term sheet, or the DIP loan documents, and the DIP Lender retains all rights, remedies, protections, and benefits of section 364(e)
• The DIP Lender's failure to seek relief or otherwise exercise its rights and remedies does not constitute a waiver of any of those rights
• Notices must be in writing and delivered by email and overnight courier to the addresses on the notice schedule attached to the interim order, with email notice alone sufficient where expressly permitted; the Debtors and the DIP Lender are authorized to take all actions necessary to effectuate the relief granted
• The interim order is immediately effective and enforceable upon entry, with no stay of execution or effectiveness, notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 7062, or 9024 or Rule 62(a) of the Federal Rules of Civil Procedure

Estate Fiduciary Provisions

• The DIP orders require the Debtors to comply with the milestones and the approved budget; provide that conversion of the chapter 11 cases to chapter 7, appointment of a chapter 11 trustee or examiner with expanded powers, or dismissal constitutes an event of default; and provide that the Debtors will not seek entry of, or support, any order converting or dismissing the chapter 11 cases, or any other distribution scheme, that does not provide for payment of the Residual Fee
• The Debtors state that no provision of the DIP orders restricts their ability to comply with their fiduciary duties, and that these provisions do not limit the ability of estate fiduciaries to fulfill their duties

Prepetition Capital Structure

• The Debtors' prepetition capital structure includes obligations arising under a New Markets Tax Credit financing structure used to construct a food production facility in Garland, Texas
  • AGC-North Texas Facilities, LLC is the borrower under qualified low-income community investment loans (the "QLICI Loans") in the aggregate principal amount of $25,380,000, made by three community development entities — CCG Sub-CDE 74, LLC, TMF Sub-CDE 57, LLC, and Empowerment Reinvestment Fund LIII, LLC — pursuant to a Loan Agreement dated February 6, 2024
  • The QLICI Loans are secured by a Negative Pledge Agreement recorded against AGC-North Texas Facilities' leasehold interest in the Garland facility and by pledged reserve accounts at Regions Bank pursuant to Account Pledge and Control Agreements dated February 6, 2024; And Go Concepts, LLC (the Borrower) and AGC Holdco, LLC — both of which are Loan Parties under the DIP facility — are guarantors of those obligations pursuant to a Guaranty of Payment and Completion dated February 6, 2024, notwithstanding the interim order's finding that the Borrower has no prepetition secured indebtedness
  • Garland New Market LLC is the leverage lender on an $18,255,200 loan to SG Garland Investment Fund, LLC, the equity investor in the CDE structure, secured by a pledge of 99.99% of the membership interests in the three CDEs

Marketing of Financing

• Stout, the Debtors' financial advisor, contacted 33 potential investors seeking proposals for either in-court or out-of-court financing
  • 11 did not engage further; two executed non-disclosure agreements and reviewed diligence materials but declined to submit a proposal; 15 declined to pursue a potential transaction; and five submitted term sheet proposals
  • The Debtors received four debtor-in-possession financing proposals from third parties other than the DIP Lender but determined they were not actionable due to, among other things, significant costs and fees
  • The facility was approved by the Debtors' independent board manager, and the Debtors state that it represents the best financing option available to address their liquidity needs and create a pathway to monetize their assets, provide a return to creditors, and wind down operations

Final Hearing and Procedural Matters

• The motion was filed August 16, 2026 on an emergency basis under Bankruptcy Rule 6003 and Bankruptcy Local Rule 9013-1(i), with relief requested no later than 2:00 p.m. (Central) on August 18, 2026 and an interim hearing set for that time before Judge Alfredo R. Pérez in Courtroom 400, 515 Rusk Avenue, Houston, participation by audio and video connection only
• The motion is supported by the Declaration of Douglas Brickley and incorporates the Declaration of Francis P. Gallagher, Chief Financial Officer, in support of the chapter 11 petitions and first-day pleadings [Dkt. No. 16], filed August 5, 2026
• The Debtors request a waiver of Bankruptcy Rule 6004(a) notice requirements and of the fourteen-day stay under Bankruptcy Rule 6004(h)
• The date and time of the final hearing and the corresponding objection deadline are left blank in the proposed interim order; if no timely objections are filed, the court may enter the final order without a hearing or further notice. The Debtors must serve notice of entry of the interim order, the final hearing, and the objection deadline on parties noticed for the interim hearing, any party that has filed a request for notices, and proposed counsel for any committee
• Notice of the motion was or will be provided to the U.S. Trustee, the holders of the 30 largest consolidated unsecured claims, the DIP Lender, the U.S. Attorney's Office for the Southern District of Texas, the Internal Revenue Service, the Securities and Exchange Commission, the state attorneys general for states in which the Debtors conduct business, other regulatory agencies with a statutory interest, and any party requesting notice under Bankruptcy Rule 2002