NRPF Group Two - Chapter 11 Bidding Procedures / APA Summary

Asset Purchase Agreement Summary

Parties Involved

• Debtors: NRPF Group Two, LLC, Neighborhood Restaurant Partners Florida, LLC ("NRPF"), and Neighborhood Restaurant Partners Florida Two, LLC ("NRPFT") (collectively, the "Debtors"; the lead case is captioned In re NRPF Group Two, LLC, et al.).
• Sellers: Of the Debtors, only NRPF and NRPFT are the "Sellers" under the Amended and Restated Agreement for the Purchase and Sale of Assets dated May 22, 2026 (the "Effective Date").
• Buyer/Purchaser: Applebee's Restaurants Mid-Atlantic LLC, as the Stalking Horse Bidder. The Buyer was ultimately designated the Winning Bidder.
• Franchisor: Applebee's Restaurants LLC ("APPB Restaurants") and Applebee's Franchisor LLC ("APPB Franchisor"), collectively the "Franchisor." The Sellers own and operate Applebee's Neighborhood Grill & Bar franchised restaurants.
• Neither the Purchaser nor any of its affiliates, officers, directors, members, partners, principals, or shareholders is an "insider" of any Debtors under section 101(31) of the Bankruptcy Code, and no common identity of directors, officers, or controlling stockholders exists among the Purchaser and the Debtors.
• The Purchaser is a "good faith purchaser" within the meaning of sections 363(m) and 364(e) of the Bankruptcy Code and is entitled to all the protections afforded thereby.

Assets Being Sold

• The Applebee's Neighborhood Grill & Bar franchised restaurants owned and operated by the Sellers (the "Business") located in Florida, Georgia, and Alabama (the "Restaurants"), together with substantially all of the Sellers' assets used or held for use in connection with the Business, sold free and clear of all Liens except the Permitted Exceptions and excluding the Excluded Assets (the "Assets"). Purchased Assets include, among others:
  • Owned Real Property commonly known as 1688 US-231, Ozark, AL 36360, including buildings, improvements, and appurtenant rights;
  • Leased Real Property and related leasehold improvements under the Leases;
  • FF&E, including furniture, fixtures, equipment, computer systems, and related office assets;
  • Inventory of unopened and usable food, beverage, operating supplies, paper goods, and uniforms on hand as of Closing;
  • Assignable Service Contracts that the Buyer expressly elects to assume;
  • Assignable Permits and Licenses, Intellectual Property Rights, and Intangibles (including goodwill, trade secrets, know-how, menus, and marketing materials);
  • Cash and cash equivalents generated from or held for use in the Business;
  • Deposits and Prepaids, including transferable bonds, prepayments, and vendor rebates;
  • Books and Records used in connection with the Business; and
  • uncollected Insurance Proceeds for events occurring prior to Closing.
• Excluded Assets include any executory contracts not expressly assumed by the Buyer, any Applebee's restaurants other than the Restaurants, all causes of action against Equity Bank, the Sellers' rights under the Agreement, and those certain assets set forth on Appendix 12.
• Assumed Liabilities are limited to:
  • Assumed Contract Liability — liabilities under any Assumed Contracts arising after the Closing and any related Cure Costs;
  • Gift Card Liability — obligations in an amount equal to $2,845,806.17 to redeem qualifying gift cards (and pay any associated processor or other fees) that were purchased or issued at one of the Restaurants or sold by the Sellers' Florida, Georgia, or Alabama restaurants, issued in accordance with Applebee's National Gift Card Program, outstanding as of the Closing Date, and listed on the Stored Value Solutions, Inc. report at Schedule 1.3(a)(ii); and
  • Post-Petition Trade Liabilities — operating expenses listed in Appendix 1.3 that are accrued but unpaid as of Closing, incurred in the normal course following the Petition Date in accordance with the Operating Budget, exclusive of professional fees and administrative expenses, and not exceeding $3,110,000 in the aggregate, plus, on a dollar-for-dollar basis, sales tax and utilities to the extent of related deposits and bond collateral transferred to the Buyer at Closing.
• Excluded Liabilities encompass all liabilities not specifically assumed, including liabilities under non-Assumed Contracts, taxes (other than qualifying sales tax), pre-Closing operational liabilities, existing or threatened litigation, liabilities relating to the Sellers' employees or benefit plans (including payroll and WARN), and professional fees and administrative expenses incurred in connection with the Chapter 11 Case.

Stalking Horse Bid

• The aggregate Purchase Price for the Assets is comprised of:
  • The Closing Cash Payment of $1,000,000, less the Deposit (and any accrued interest), payable by wire transfer on the Closing Date;
  • The release by the Buyer and its affiliates (including the Franchisor) of pre-petition liabilities in the aggregate sum of $6,921,502.04 (the "Released Liabilities"), which the Sellers note another Qualified Bidder would be required to cure and pay in an Alternative Transaction given their linkage to the Franchise Agreements; and
  • The assumption by the Buyer of the Assumed Liabilities.
• On or before the Closing Date, the Sellers shall pay from available cash on hand $900,000 (or $1,050,000 if the Sellers consummate a settlement with Equity Bank releasing its claimed security interests on terms acceptable to the Buyer), plus accrued but unpaid real property taxes secured by the Owned Real Property, to obtain release of mortgage and tax Liens such that the Owned Real Property transfers free and clear of Liens other than Permitted Exceptions.
• At Closing, the Sellers shall have cash in deposit accounts to be transferred to the Buyer of at least $2,600,000 (or $2,450,000 in the event of an Equity Bank settlement on terms acceptable to the Buyer).
• The Buyer shall be deemed a Qualified Bidder that has submitted a Qualified Bid at all times.

Credit Bid

• A Qualified Bidder holding a valid, properly perfected, and unavoidable lien on the Sellers' estate assets (a "Secured Creditor") may submit a credit bid of up to the full amount of its allowed perfected lien, subject to section 363(k) of the Bankruptcy Code and the restrictions set forth in the Agreement.
• In the event of a qualified Overbid at the Auction, the Buyer is entitled, but not obligated, to submit Overbids that include the full amount of the Bid Protections in lieu of cash, valued as cash in the same amount. Any credit bids by Secured Creditors shall not impair the Buyer's entitlement to the Bid Protections.

Bid Requirements

• To constitute a "Qualified Bidder," a potential bidder must, among other requirements:
  • Demonstrate, through its or its equity holders' financials, the financial capability to consummate the Alternative Transaction, as determined in the Sellers' reasonable business judgment;
  • Make a good faith deposit in an amount at least equal to the Buyer's Deposit;
  • Be approved by the Franchisor as required by the Franchise Agreements and, as applicable, the Leases to be assumed; and
  • Otherwise comply with any additional requirements of the Sellers set forth in the Bidding Procedures Order.

Overbid

• The Baseline Bid is the Purchase Price and transaction set forth in the Agreement.
• Initial Overbid: must exceed the value of the Baseline Bid by an incremental amount not less than $50,000 plus the Bid Protections.
• Minimum Overbid Increment: $50,000 for all subsequent Overbids.

Bid Protections

• Breakup Fee: 2% of the Purchase Price.
• Expense Reimbursement: reasonably documented costs and expenses incurred by the Buyer in connection with its due diligence and the negotiation and documentation of the transaction, not to exceed $150,000.
• The Bid Protections (collectively the Breakup Fee and Expense Reimbursement) shall be deemed an allowed administrative expense under section 503(b) of the Bankruptcy Code, payable solely from the proceeds of an Alternative Transaction pursuant to the Bidding Procedures Order, and become operative upon the Bankruptcy Court's entry of the Bidding Procedures Order.
• The Bid Protections are payable in the event the Agreement is terminated due to the Sellers' consummation of an Alternative Transaction, by wire transfer within three business days after the closing of the Alternative Transaction. Where due and actually paid, such amounts constitute liquidated damages and the Buyer's sole remedy.
• In no event shall the Sellers provide bid protections to any Person other than the Buyer.

Good Faith Deposit

• Within two business days of the Effective Date, the Buyer will make a good faith deposit of $170,000 (the "Deposit") with the Escrow Agent pursuant to a deposit agreement and in accordance with the Bidding Procedures Order.
• Upon Closing, the Deposit shall be credited against the Purchase Price.
• Deposits for each competing Qualified Bid shall be held in interest-bearing escrow accounts and returned (other than for the Winning Bidder(s) and the Back-Up Bidder) within five business days after the Auction.
• Upon termination, the Deposit (and accrued interest) shall be returned to the Buyer within three business days, except where the Sellers terminate pursuant to Section 9.1(c)(i), in which event the Sellers shall retain the Deposit. If the Buyer is selected as the Back-Up Bidder and the Alternative Transaction closes, the Deposit, along with the Bid Protections, shall be delivered to the Buyer within three business days following such closing.

Auction Details

• If the Sellers receive a Qualified Bid other than the Buyer's, the Sellers will conduct an Auction pursuant to the Bidding Procedures Order to determine the Winning Bidder. The Auction would be conducted openly, with secured creditors holding valid, perfected, and unavoidable liens and counsel for any official committee permitted to attend, though only Qualified Bidders may participate.
• If the Sellers do not receive a Qualified Bid other than the transaction set forth in the Agreement, no Auction shall be conducted and the Buyer shall be designated the Winning Bid.
• The Auction would commence with the Sellers describing the terms of the Baseline Bid, with all subsequent incremental Overbids made on an open basis and fully disclosed to all Qualified Bidders. The Sellers would maintain a written transcript of all bids and continue the Auction until a single highest or otherwise best Qualified Bid (the "Winning Bid") remains, as determined in their reasonable business judgment.
• If the Buyer is not the Winning Bidder but is identified as the Back-Up Bidder and the Alternative Transaction fails to close, the Buyer will promptly consummate the Transactions on the terms set forth in the Agreement without the need for an additional auction or hearing.
• The Auction was ultimately cancelled, as no Qualifying Bids were submitted by the Bid Deadline, and the Purchaser was designated the Winning Bidder.

Assumption and Assignment

• While the Buyer's present intention is to enter into new contracts (including new Leases) with counterparties rather than take assumptions, all contracts (including Service Contracts) and Leases are subject to evaluation by the Buyer for assumption or rejection (the "Evaluated Contracts").
• Not later than 14 days after entry of the Bidding Procedures Order, the Buyer shall notify the Sellers in writing of which Evaluated Contracts are to be assumed and assigned to the Buyer; those not so designated are "Rejected Contracts."
• At Closing, pursuant to section 365 of the Bankruptcy Code and the Sale Order, the Sellers shall assume and assign the Assumed Contracts to the Buyer, free and clear of all Claims (except as otherwise provided), subject to the Purchaser's or its designees' payment or satisfaction of any Cure Costs, which shall be remitted to counterparties no later than five business days after Closing.
• Upon counterparties' receipt of Cure Costs, the Purchaser shall be deemed to have demonstrated adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.
• The Assumption and Assignment Procedures require the Sellers to serve each non-debtor counterparty a notice stating that the Sellers are or may be seeking to assume and assign the Evaluated Contract, the applicable Cure Costs, and the related objection deadline.

Sale Free and Clear & Successor Liability

• Pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code, the transfer of the Assets to the Purchaser constitutes a legal, valid, and effective transfer of the Debtors' right, title, and interest, free and clear of all Claims and Encumbrances, except as expressly provided in the APA and the Sale Order, and free and clear of any reclamation rights. The Sellers have good and marketable title to the Assets.
• Permitted Exceptions consist of: (i) mechanics' liens, which shall be paid, released, or bonded over to the Buyer's reasonable satisfaction prior to Closing; (ii) liens for current real or personal property taxes not yet due and payable; (iii) liens incident to the Sellers' indebtedness, to be released at Closing; and (iv) easements and restrictions of record that do not materially interfere with the Buyer's use of the property.
• Neither the Purchaser nor any of its affiliates shall be deemed a "successor" to, continuation of, or alter ego of the Debtors or their estates under any theory of law or equity, including under ERISA, COBRA, the WARN Act, CERCLA, the Fair Labor Standards Act, Title VII, the Age Discrimination in Employment Act, the Federal Rehabilitation Act, or the National Labor Relations Act. The Transactions do not amount to a consolidation, merger, or de facto merger, and the transfer of the Assets will not subject the Purchaser to any liability arising prior to Closing except as set forth in the APA or the Sale Order.

Employees

• As a condition to Closing, at least 70% of the Offer Employees (as indicated on the Offer Employees List) shall remain employed with the Business after completion of the Transactions, unless waived by the Buyer.
• The Sellers are solely responsible for any WARN Act obligations arising on or prior to the Closing Date and shall indemnify and hold the Buyer harmless from related liability. Liabilities relating to the Sellers' employees and benefit plans — including payroll, payroll taxes, and WARN — are Excluded Liabilities.

Post-Closing Arrangements

• All of the Sellers' rights under the Franchise Agreements for each of the Restaurants shall be terminated through the execution and delivery of the Global Termination Agreement, such that the Sellers have no further rights thereunder.
• The Purchaser and the Debtors are authorized, but not directed, to enter into a Transition Services Agreement under which, effective as of Closing, each may provide certain services to the other for a transitional period, including the Interim Management Agreement for Alcohol Beverage Sales and Services. Neither the Debtors nor their estates shall incur any liabilities for such transition services, and the Purchaser shall promptly reimburse the Debtors for any fees, costs, expenses, or disbursements incurred in connection therewith.
• The Debtors shall make their books and records reasonably available following Closing as necessary for the Committee to investigate and prosecute Excluded Causes of Action, and the Purchaser shall make its books and records available to the Debtors to administer the bankruptcy estates. Upon Closing, the proceeds of the Purchase Price shall be the exclusive property of the Sellers.
• Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the Sale Order shall be effective immediately upon entry, and the Debtors and the Purchaser are authorized to close the Transactions immediately, with sufficient cause to waive any applicable stay.

Key Dates

• Bidding Procedures Motion Filing Deadline: on or before April 16, 2026
• Bidding Procedures Order Entry Deadline: on or before April 27, 2026
• Auction (if any): on or before May 20, 2026
• Sale Order Deadline: May 22, 2026 (unless extended by the Buyer)
• Sale Order Entry Deadline: on or before May 28, 2026
• Closing Deadline: on or before May 31, 2026