Sailormen - Chapter 11 APA Summary

Sale Process Overview

Overview

• Sailormen, Inc. (federal tax identification number ending 5214) operates a number of retail fast food restaurants under the "Popeyes Louisiana Kitchen" name pursuant to the Franchise Agreements. The Debtor's corporate headquarters and service address are located in Miami, Florida. Chapter 11 Case No. 26-10451-RAM, U.S. Bankruptcy Court for the Southern District of Florida, Miami Division.
• The sale process was conducted pursuant to the Bidding Procedures Order entered March 20, 2026 [ECF No. 378], which, among other things: (i) approved the Bidding Procedures governing the Auction and sale of substantially all of the Debtor's assets; (ii) authorized the Debtor to enter into Stalking Horse Agreement(s) and approved certain Bid Protections for the Stalking Horse Bidder(s); (iii) approved procedures for assumption and assignment of the Assumed Contracts, including determination of amounts necessary to cure arrearages; (iv) scheduled the Auction and Sale Hearing; and (v) approved the form and manner of the Sale Notice and the Cure Notice.
• Following the Auction, and following the Debtor's First Notice of Successful Bidder [ECF No. 617] and Second Notice of Successful Bidders and Back-Up Bidder [ECF No. 675], the Debtor filed the asset purchase agreements executed by the Successful Bidders and Back-Up Bidder (each, a "Bidder Purchase Agreement"), attached as Exhibits 1-6 to the Sale Notice filed June 19, 2026 [ECF No. 688].
• The marketing process was led by the Debtor's investment banker, Peak Franchise Capital LLC ("Peak").

Parties Involved

• Seller: Sailormen, Inc., a Florida corporation, as debtor and debtor-in-possession, acting by and through Aurora Management Partners, Inc., a Georgia corporation, in its capacity as Chief Restructuring Officer (David Baker, Managing Partner), pursuant to the CRO retention order entered March 17, 2026 [ECF No. 345].
• Franchisor: Popeye's Louisiana Kitchen, Inc.
• Prepetition Agent: BMO Bank, N.A. The Debtor believes the Prepetition Agent is the only party holding a lien on the Assets, although local taxing authorities may assert liens for tangible personal property taxes.
• Escrow Agent: Alicia Den Beste, Managing Director of Epiq Global, or such other agent selected by and mutually agreeable to the Parties.
• Purchasers (Successful Bidders and Back-Up Bidder), as set forth in the executed Bidder Purchase Agreements:
  • SBH Foods PLK LLC, a Florida limited liability company
  • 61 Biscuits, LLC, a Florida limited liability company
  • Popeyes Louisiana Kitchen, Inc., a Minnesota corporation, and/or its assigns
  • RFI Ventures, LLC (Bidder Purchase Agreement to be provided)
  • Pulse Restaurant Group, LLC, a Florida limited liability company
  • BARAKA Franchise Holdings LLC, a Florida limited liability company

Auction

• The Notice of Filing of Bidder Purchase Agreements states that the auction commenced June 15, 2026 and concluded June 18, 2026. The June 23, 2026 sale orders each state that the Auction was held on June 15, 2026. The Orlando private sale motion states that the auction was conducted July 15-17, 2026. The source documents are inconsistent as to the auction dates.
• Each Bidder Purchase Agreement is subject to approval by the Bankruptcy Court and the Seller's consideration of higher or better competing bids (each a "Competing Bid"), with the Purchaser entitled to bid against any Competing Bids.
• In the event the Seller received one or more Competing Bids constituting Qualified Bids, the Seller would schedule and conduct an auction in the manner set forth in the Bid Procedures Order, during which the Purchaser and any other Qualified Bidder would be permitted to submit higher and better bids, subject to the overbid increment requirements set forth therein.
• At the conclusion of the Auction, the Seller, in its sole discretion in accordance with the Bid Procedures Order, would select the highest or best bid as the winning bid.
• Following the Auction, the Debtor filed multiple Sale Notices attaching each of the Purchase Agreements and identifying (i) the assets being sold, (ii) the identities of the Successful Bidder(s) for each group of assets, and (iii) the consideration for the proposed Sale.

Bid Requirements

• To become a "qualified bidder," a competing bidder was required, at a minimum, to: (i) make a good faith deposit equal to or greater than the Deposit; (ii) provide evidence, in the Seller's judgment and sole discretion, that the bidder should be qualified by the Franchisor as an assignee of the Franchise Agreements; and (iii) offer an overbid price together with an Asset Purchase Agreement in a form similar to the applicable agreement, marked to show the changes made.
• Each bid was to be formal, binding, unconditional and irrevocable until the closing of the transaction with the Successful Bidder and, if the bidder is designated the Back-Up Bidder, for two business days after the earlier of the closing with the Successful Bidder or the termination of the Successful Bid. The bidder acknowledged that there were no conditions precedent to entering into a definitive agreement, that all necessary internal and member approvals had been obtained, that it had conducted and relied solely upon its own due diligence, and that, except for approved Bid Protections, it was not entitled to any expense reimbursement, break-up fee or similar payment.

Back-Up Bidder

• The Seller could also select, in its sole discretion in accordance with the Bid Procedures Order, the second best bid as the "Back-Up Bidder," which would be authorized and obligated to close on its bid if the winning bidder failed to close.
• In the event the Purchaser is not the successful bidder and the successful bidder fails to close, the Purchaser agrees, after receiving notice of such failure, to consummate the transactions in accordance with the terms of its agreement, as modified to account for the timing of Closing and any increase in the Purchase Price made by the Purchaser during the bidding process or Auction, as the Back-Up Bidder.
• Each of the June 23, 2026 sale orders provides that if the applicable Buyer fails to close following an Auction at which the Debtor designated one or more Back-Up Bidders, the Debtor is authorized to consummate the Sale as contemplated by the Back-Up Bidder's Bidder Purchase Agreement, with the Order applying in full force and effect and the terms "Purchase Agreement" and "Buyer" construed to include the Back-Up Bidder's agreement and each such Back-Up Bidder.

Consideration Summary

• SBH Foods PLK LLC (Georgia stores): $495,000, subject to adjustment, plus assumption of the Assumed Liabilities; Deposit $50,000.
• 61 Biscuits, LLC (three stores): $1,118,380.20 per the executed APA; $1,118,380.00 per the sale order. Deposit $111,838.20.
• Popeyes Louisiana Kitchen, Inc. (Miami market): $9,600,000.00, subject to adjustment, payable at Closing after application of the Deposit; Deposit $960,000.00.
• Pulse Restaurant Group, LLC (Tampa, Pensacola, Tallahassee and Jacksonville markets): $2,691,889.32, subject to adjustment, payable in cash at Closing; Deposit $269,188.
• BARAKA Franchise Holdings LLC: $10,000,000.00, subject to adjustment, payable in cash at Closing; Deposit $1,000,000.00, representing ten percent (10%) of the Purchase Price.
• SBH Foods PLK LLC (Orlando region, private sale): $2,672,500.00; Deposit $267,250 (deemed out of the Execution Date Adjusted Purchase Price).
• In each case, at Closing the Purchaser pays the Seller the Purchase Price (as adjusted), with the Deposit credited against or applied to that amount (in the SBH Foods PLK LLC agreement, the net amount is defined as the "Closing Payment").
• Each Deposit is delivered to the Escrow Agent to be held in a non-interest bearing account, credited against the Purchase Price at Closing or, upon termination of the applicable agreement, paid to the Seller or returned to the Purchaser in accordance with the applicable termination provisions.

Bid Protections

• Bid protections vary among the agreements:
  • The SBH Foods PLK LLC agreement provides for a break-up fee equal to two and one-half percent (2.5%) of the Seller Cash Consideration, plus an amount equal to $1,000 per Store, payable from the proceeds of and at the closing on a sale to another bidder if the Purchaser is not the winning bidder.
  • The 61 Biscuits, LLC agreement provides for a break-up fee equal to two and one-half percent (2.5%) of the Purchase Price, plus an amount equal to $1,000 per Store.
  • The BARAKA Franchise Holdings LLC agreement requests designation as the Stalking Horse Bidder, with Bid Protections to apply only if so designated and approved by the Bankruptcy Court, consisting of (i) a break-up fee equal to two and one-half percent (2.5%) of the Purchase Price (i.e., $250,000) and (ii) an expense reimbursement of up to $1,000 per Store for substantiated, reasonable and documented out-of-pocket expenses. If the Purchaser is not designated as the Stalking Horse Bidder, or the Bid Protections are not approved, the agreement remains in full force as a binding and irrevocable Qualified Bid without the Bid Protections.

Purchased Assets (Common APA Terms)

• Each Bidder Purchase Agreement contemplates the sale of all of the Seller's right, title and interest in the Purchased Assets relating to a designated group of Stores operated under the "Popeyes Louisiana Kitchen" name, in each case free and clear of liens, claims and encumbrances (in the SBH Foods PLK LLC agreement, to the maximum extent permitted by Section 363 of the Bankruptcy Code and as provided in the Sale Order) and on an "AS IS," "WHERE IS" and "WITH ALL FAULTS" basis.
• The Purchased Assets generally include:
  • The store cash on hand at Closing (variously defined as the In-Store Cash Amount, the Cash Amount or the Closing Date Cash Amount, and in certain agreements addressed through a purchase-price adjustment rather than as a listed Purchased Asset).
  • The Leased Properties pursuant to the Existing Leases, together with all buildings, improvements, easements, appurtenances, rights and privileges appertaining thereto.
  • All Equipment located at the Stores as of the Closing, including furniture, furnishings, fixtures, signage, security systems, point-of-sale systems, computer equipment, alarm systems, cameras, kitchen equipment and machinery.
  • All Inventory, including food, supplies, paper, and cleaning and marketing supplies, held for use or sale in connection with the operation of the Business.
  • All Contracts (including Existing Leases and Franchise Agreements) designated as Assumed Contracts, assigned and assumed pursuant to Section 365 of the Bankruptcy Code.
  • To the extent assignable, all Permits, all telephone and fax numbers for the Stores and other assets necessary for the ongoing operation of the Business, and all prepaid expenses and security deposits paid to third parties in connection with any Assumed Contract.

Excluded Assets and Excluded Liabilities (Common APA Terms)

• The Purchased Assets do not include, among other items, all Accounts Receivable; all Cash Equivalents and Credit Card Receivables (other than the In-Store Cash Amount); the Seller's rights under the applicable agreement; and all Contracts that are not Assumed Contracts.
• The Purchaser is assuming only the Assumed Liabilities; all other Claims against and Liabilities of the Seller or its estate, and any Lien against the Purchased Assets, constitute Excluded Liabilities.

Assumed Liabilities (Common APA Terms)

• From and after the Effective Time, the Purchaser assumes and agrees to timely and fully pay, perform and discharge all of the Seller's liabilities and obligations under or arising out of the Assumed Contracts, the Existing Leases and the Franchise Agreements, and the ownership or operation of the Purchased Assets, the Business, the Leased Properties and the Stores, in each case solely to the extent arising from and after the Effective Time.
• The Seller remains solely and exclusively liable for all Liabilities other than the Assumed Liabilities (the "Excluded Liabilities"); except as expressly provided, the Purchaser does not assume any liabilities of the Seller whatsoever.

Assumption and Assignment of Contracts (Common APA Terms)

• At Closing, and pursuant to Section 365 of the Bankruptcy Code and the Sale Order, the Seller will assign, and the Purchaser will assume, the Existing Leases, the Franchise Agreements and the Assumed Contracts.
• The Seller is solely liable for the payment of all amounts required to cure defaults under the assigned contracts (the "Seller Cure Amounts"), payable solely out of the Closing proceeds received by the Seller; in no event will the Purchaser have any liability for Seller Cure Amounts. Cure Costs, whether agreed to by counterparties or set by the Bankruptcy Court, are paid from the Purchase Price.
• Under certain agreements, to the extent aggregate Cure Costs exceed $10,000, the Purchaser may, in its sole discretion, exclude one or more Assumed Contracts from those to be assigned and assumed.
• Certain agreements provide the Purchaser with store-level flexibility, including:
  • The right to designate the Existing Lease for Store #3593 (615 E. Oglethorpe Ave., Hinesville, Georgia) as an Excluded Asset if the applicable landlord does not agree to a base rent reduction of at least fifty percent (50%) effective as of or immediately following the Closing.
  • The right, upon notice to the Seller before the Closing Date, to remove and exclude any or all Option Stores from the Purchased Assets where the Purchaser and the applicable landlord are unable to reach agreement on lease terms acceptable to the Purchaser, with a corresponding reduction in the cash Purchase Price.

Purchase Price Adjustments (Common APA Terms)

• The Purchase Price is subject to adjustment at Closing, including:
  • Tax Prorations: all ad valorem property and personal taxes payable on the Purchased Assets are prorated between the Parties for the tax year in which the Closing occurs, based on the tax statements for such year (or, if unavailable, the immediately prior tax year).
  • Store Inventories and In-Store Cash: the Purchase Price is increased by an amount equal to the Inventory Value and the In-Store Cash Amount.
  • Prepaid Expenses and Deposits: the Purchase Price is increased by an amount equal to the Prepaid Expenses and Deposits.
  • Rent Savings (SBH Foods PLK LLC): if base rent under any of the Existing Leases for PLK Stores #13243, #13482, #2048, #2256 and #2366 is decreased as of or immediately following the Closing, the Purchase Price is increased at Closing by an amount equal to the aggregate dollar value of such base rent decreases multiplied by 5.5.
  • Security Deposits: at Closing, the Seller assigns to the Purchaser its rights to any remaining security deposits held by landlords or utility companies under assumed Existing Leases and Assumed Contracts, and, to the extent the Purchaser receives the benefit thereof, the Purchaser pays the Seller an amount equal to the aggregate Security Deposits.

Employee Matters (Common APA Terms)

• The Purchaser will retain or hire (or cause to be retained or hired) a sufficient number of the Seller's employees such that the Purchaser's actions and the transactions will not trigger application of the Workers Adjustment Retraining and Notification Act (the "WARN Act") with respect to pre-Closing notifications.
• The Seller is responsible for all employees' wages, accrued bonuses, pension benefits, vacation time, FICA, unemployment and other taxes and benefits accrued and earned prior to the Closing Date; the Purchaser is responsible for the compensation and benefits of those employees it rehires or retains to the extent accrued or earned from and after the Closing Date.
• Under certain agreements, as of the Closing Date the employment of all of the Seller's employees at the Stores terminates, and the Seller will take all action reasonably necessary to accomplish such termination, including issuing COBRA election notices.
• Under the BARAKA Franchise Holdings LLC agreement, the Seller is to make available, and not impede the Purchaser's hiring of, the senior and management employees identified on the Designated Employees Schedule, and is not to solicit any such Designated Employee to remain employed by the Seller or any affiliate following the Closing.

Sale Order Findings Contemplated by the APAs

• Subject to the Purchaser being designated as the successful bidder (or, as applicable, the Back-Up Bidder), the Seller will use commercially reasonable efforts to obtain entry of a Sale Order approving the sale, which will not be subject to the stay under Bankruptcy Rules 6004(h) and 6006(d), will be enforceable and effective immediately, and will include a finding that the Purchaser is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code.
• The Sale Order will also include findings and conclusions that, among other things: notice of the Sale Motion was provided to all required parties; the Purchaser is not assuming any debts, liabilities or obligations of the Seller accrued as of the Closing Date except as set forth in the agreement; the Purchaser is not a mere continuation of, and there is no continuity of enterprise with, the Seller, and the Purchaser is not a successor of the Seller; the transactions do not constitute a consolidation, merger or de facto merger; the Sale Order is binding upon the Seller and its successors and assigns, including any successor Chapter 7 or 11 Trustee; and the Purchased Assets are sold and transferred free and clear of all Liens.

Governing Law

• The SBH Foods PLK LLC agreement is governed by, and construed in accordance with, the laws of the State of Delaware; the other Bidder Purchase Agreements are governed by, and construed in accordance with, the laws of the State of Florida — in each case without regard to conflicts of law principles.
• Any dispute arising under the agreements is to be brought in the Bankruptcy Court, to whose jurisdiction each Party irrevocably submits.

Key Dates

• Petition Date: January 15, 2026
• Official Committee of Unsecured Creditors Appointed: February 12, 2026
• CRO Retention Order Entered: March 17, 2026 [ECF No. 345]
• Bidding Procedures Order Entered: March 20, 2026 [ECF No. 378]
• Sale Motion Filed: March 25, 2026 [ECF No. 396]
• Auction: June 15, 2026 (per the sale orders); commenced June 15, 2026 and concluded June 18, 2026 (per the Notice of Filing of Bidder Purchase Agreements)
• First Notice of Successful Bidder: [ECF No. 617]
• Second Notice of Successful Bidders and Back-Up Bidder: [ECF No. 675]
• Sale Hearing: June 18, 2026 and June 23, 2026, at 9:30 a.m.
• Notice of Filing of Bidder Purchase Agreements / Sale Notice: June 19, 2026 [ECF No. 688]
• Outside Date: June 30, 2026
• Measurement Date for Economic Terms (including Seller Cure Amounts): June 30, 2026
• U.S. Trustee Fees Payable from Cash Collateral: for all periods from and after June 30, 2026
• Closing Date: July 1, 2026 (under the Popeyes Louisiana Kitchen, Inc. and Pulse Restaurant Group, LLC agreements); or, under certain other agreements, the date that is five business days following entry of the Sale Order approving the applicable agreement
• Effective Time: 12:01 a.m. (Eastern) on the Closing Date

Sale to Popeyes Louisiana Kitchen, Inc. — Miami Market

Overview

• By the Sale Motion [ECF No. 396], filed March 25, 2026, the Debtor sought entry of one or more Orders (i) approving the applicable Bidder Purchase Agreement(s) (as modified or supplemented with the consent of the Prepetition Agent, Committee, Popeyes, and the Debtor), providing for the sale of certain assets of the Debtor under 11 U.S.C. §§ 363(b) and (m), free and clear of all liens, claims, encumbrances, and other interests under 11 U.S.C. § 363(f); (ii) approving the assumption and assignment of certain unexpired leases of real property and/or executory contracts (the "Assumed Contracts"); and granting related relief.
• This Order applies to the Transaction set forth in the Asset Purchase Agreement between the Debtor and Popeyes Louisiana Kitchen, Inc. (the "Popeyes Purchase Agreement"), attached as Exhibit 3 to the Sale Notice filed June 19, 2026 [ECF No. 688]. Sale Order entered June 23, 2026 [ECF No. 717].
• The Sale Motion as to the Popeyes Purchase Agreement and the Transaction set forth therein is granted, and the Popeyes Purchase Agreement, including all of its terms and conditions, is approved. Pursuant to section 363(b) of the Bankruptcy Code, the Debtor is authorized and directed to perform its obligations under the Popeyes Purchase Agreement and to consummate the Sale contemplated therein.

Buyer

• Popeyes Louisiana Kitchen, Inc., a Minnesota corporation, and/or its assigns. The Buyer is not an insider or affiliate of the Debtor.

Assets Being Sold

• Sixteen (16) restaurants located in the Miami market. The executed Bidder Purchase Agreement describes the Stores as located in the Miami and Fort Lauderdale areas, subject to the designation of certain Option Stores.
• All references to Purchased Assets mean the Purchased Assets as defined in the Popeyes Purchase Agreement.
• The Purchased Assets are property of the Debtor's estate, with title vested in the estate and/or subject to sale by the Debtor pursuant to section 363 of the Bankruptcy Code.

Purchase Price

• Gross purchase price of $9,600,000, subject to adjustment, payable at Closing after application of the $960,000.00 Deposit.
• The consideration provided by the Buyer constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable law, and the sale is not subject to avoidance under any statutory or common law fraudulent conveyance or fraudulent transfer theory, including under section 363(n) of the Bankruptcy Code.

Marketing Process; Highest or Best Offer

• The Debtor, after consultation with the Prepetition Agent, the Committee, and Popeyes, determined that the sale of the Assets to the respective Buyer pursuant to the Purchase Agreements represents the highest or otherwise best offers for the Purchased Assets.
• The Debtor marketed the Purchased Assets and conducted all aspects of the Sale process in good faith, and the marketing process undertaken by the Debtor and its advisors was adequate and appropriate under the circumstances.
• The Transaction embodied in the Popeyes Purchase Agreement constitutes an offer within the range of reasonableness for the Purchased Assets and was approved by David Baker of Aurora Management Partners Inc., as the Debtor's CRO.
• The Debtor demonstrated good, sufficient, and sound business purposes and compelling circumstances for approval of the Sale under section 363(b) of the Bankruptcy Code prior to and outside of a plan of reorganization, and approval is in the best interests of the Debtor's estate, its creditors, and other parties in interest.

Order-Specific Provisions

• Sale free and clear: parties in interest that did not object or who withdrew their objections have either (a) consented pursuant to section 363(f)(2); (b) hold a lien where the Purchase Price exceeds the aggregate value of all liens pursuant to section 363(f)(3); or (c) hold a lien, claim, or encumbrance in bona fide dispute pursuant to section 363(f)(4).
• Non-objecting holders of liens, claims, and encumbrances are adequately protected by having their interests, if any, attach to the portion of the Purchase Price attributable to the Purchased Assets, in the order of their priority, with the same validity, force, and effect they had against such property. For the avoidance of doubt, the Prepetition Agent's liens on the net Sale proceeds shall attach as set forth in the operative provisions of the Order and shall not be diminished by this protection.
• Following Closing, all persons and entities holding liens, claims, and encumbrances in the Purchased Assets or against the Debtor in respect thereof are forever barred, estopped, and permanently enjoined from asserting or pursuing such interests against the Buyer, its affiliates, or the Purchased Assets, as an alleged successor or on any other grounds.
• If any holder fails to deliver termination statements, releases, or instruments of satisfaction prior to Closing, the Debtor and the Buyer are authorized to execute and file such documents on that person's behalf and to record a certified copy of the Order, which shall constitute conclusive evidence of release.
• No governmental authority may deny, revoke, suspend, or refuse to renew any permit, authority, or grant relating to the Purchased Assets on account of the chapter 11 case or the consummation of the Transaction.
• All persons in possession of any of the Purchased Assets are directed, at their sole cost and expense, to surrender possession to the Buyer on the Closing Date unless the Buyer otherwise agrees.
• The Assumed Contracts shall be deemed assumed and assigned effective as of Closing, except as the Popeyes Purchase Agreement may provide otherwise, including in respect of Popeyes' rights to exclude one or more of the Existing Leases for the Option Stores, subject to the rights of the landlord counterparties.
• A counterparty's recourse is limited to payment of the undisputed Cure Amount at Closing, any portion of the Disputed Cure Amount to which it is entitled following resolution, and payment of Post-Petition Amounts.
• Nothing in the Franchise Agreement Requirements constitutes a release of any claims the Debtor may have against Popeyes Louisiana Kitchen, Inc. and its parent companies, subsidiaries, and affiliates for non-compliance with the Order or the Popeyes Purchase Agreement.

Notice and Objections

• Proper, timely, adequate, and sufficient notice of the Auction, Sale Motion, Sale Hearing, the Popeyes Purchase Agreement, and all related Transactions and deadlines was given, and a reasonable opportunity to object or be heard was afforded to all parties entitled to notice. Notice was provided to, among others, all known creditors and equity holders, parties expressing interest in the Purchased Assets, lien claimants, taxing authorities, the IRS, the SEC, counsel to the Prepetition Agent, counsel to Popeyes, counsel to the Committee, the Florida Attorney General, the U.S. Trustee for Region 21, and all counterparties to the Assumed Contracts.
• Objections were filed at ECF Nos. 477, 566, 567, 588, 591, 592, 597, 601, 613, 624, 629, 630, 633, 634, 635, 638, 639, 640, 642, 647, 651, 652, 653, 654, 655, 656, 657, 658, 659, 660, 672, 678, and 681. Subject to the rights of the Prepetition Agent, Debtor, and Committee with respect to any Negative Proceed Sale, all objections not withdrawn, waived, or settled are overruled on the merits. Any Cure Objections not consensually resolved by the parties will be heard at a subsequent hearing.

Sale to 61 Biscuits, LLC — West Palm Beach Market

Overview

• On June 23, 2026, the Court entered an order authorizing and approving (i) the sale of substantially all of the Debtor's assets free and clear of liens, claims, encumbrances, and interests, and (ii) the assignment and assumption of certain executory contracts and unexpired leases. Sale Order entered June 23, 2026 [ECF No. 716].
• This Order applies specifically to the Transaction set forth in the Asset Purchase Agreement between the Debtor and 61 Biscuits, LLC (the "61 Biscuits Purchase Agreement"), attached as Exhibit 2 to the Sale Notice filed June 19, 2026 [ECF No. 688].

Buyer

• 61 Biscuits, LLC, a Florida limited liability company. The Buyer is not an insider or affiliate of the Debtor.

Assets Being Sold

• Three restaurants in the West Palm Beach market, as defined in the 61 Biscuits Purchase Agreement. The executed agreement identifies Stores 54, 198 and 218 and describes them as located in Fort Pierce and Port St. Lucie, Florida.
• The Purchased Assets are property of the Debtor's estate, with title vested in the estate and/or subject to sale by the Debtor pursuant to section 363 of the Bankruptcy Code.

Purchase Price

• Gross purchase price: $1,118,380.00 per the Sale Order; $1,118,380.20 per the executed agreement, allocated $411,641.54 to Store 54, $667,381.40 to Store 198 and $39,357.26 to Store 218, payable in cash at Closing. Deposit: $111,838.20.
• The consideration provided by the Buyer constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable law, and the sale is not subject to avoidance under any statutory or common law fraudulent conveyance or fraudulent transfer theory, including section 363(n) of the Bankruptcy Code.

Marketing and Highest or Best Offer

• The Debtor, after consultation with the Prepetition Agent, the Committee, and Popeyes, determined that the sale of the assets to the respective Buyer pursuant to the Purchase Agreements represents the highest or otherwise best offers for the Purchased Assets.
• The Debtor marketed the Purchased Assets and conducted all aspects of the Sale process in good faith, and the marketing process undertaken by the Debtor and its advisors was adequate and appropriate under the circumstances.
• The Transaction constitutes an offer within the range of reasonableness for the Purchased Assets, and its approval is in the best interests of the Debtor's estate, its creditors, and other parties in interest. The Debtor demonstrated good, sufficient, and sound business purposes and compelling circumstances to approve the Sale pursuant to section 363(b) prior to and outside of a plan of reorganization.

Order-Specific Provisions

• The agreement may be modified, amended, or supplemented by the parties in writing without further Court order, provided that no such modification has a materially adverse effect on the Debtor's estate or adversely affects the rights or interests of the Prepetition Agent without its prior written consent.
• To the extent of any conflict between the 61 Biscuits Purchase Agreement and the Order, the terms and provisions of the Order shall govern.

Sale to Pulse Restaurant Group, LLC — Tampa, Pensacola, Tallahassee and Jacksonville Markets

Overview

• By order entered June 23, 2026, the Court authorized and approved the sale of substantially all of the Debtor's assets free and clear of liens, claims, encumbrances, and interests, together with the assumption and assignment of certain executory contracts and unexpired leases.
• This Order applies to the Transaction set forth in the Asset Purchase Agreement between the Debtor and Pulse Restaurant Group, LLC (the "Pulse Restaurant Group Purchase Agreement"), attached as Exhibit 5 to the Sale Notice filed June 19, 2026 [ECF No. 688].
• The Sale Hearing was held on June 18, 2026 and June 23, 2026, and all objections to the relief sought in the Sale Motion that were not withdrawn, waived, or settled were overruled on the merits, subject to the rights of the Prepetition Agent, Debtor, and Committee to object to consummation of any Negative Proceed Sale.

Buyer

• Pulse Restaurant Group, LLC, a Florida limited liability company. The Buyer is not an insider or affiliate of the Debtor.

Assets Being Sold

• Fifty (50) restaurants located in the Tampa, Pensacola, Tallahassee, and Jacksonville markets.
• All references to Purchased Assets mean the Purchased Assets as defined in the Pulse Restaurant Group Purchase Agreement.
• The Purchased Assets are property of the Debtor's estate, with title vested in the estate and/or subject to sale by the Debtor pursuant to section 363 of the Bankruptcy Code.

Purchase Price / Consideration

• Gross purchase price of $2,691,889.32, subject to adjustment, payable in cash at Closing. Deposit: $269,188.
• The consideration provided by the Buyer constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable law, and the sale is not subject to avoidance under any statutory or common law fraudulent conveyance or fraudulent transfer theory, including section 363(n) of the Bankruptcy Code.

Marketing and Highest or Best Offer

• After consultation with the Prepetition Agent, the Committee, and Popeyes, the Debtor determined that the sale of the Assets pursuant to the Purchase Agreements represents the highest or otherwise best offers for the Purchased Assets.
• As demonstrated by the evidence proffered or adduced and the representations of counsel made on the record at the Sale Hearing, the Debtor marketed the Purchased Assets and conducted all aspects of the Sale process in good faith.
• The marketing process undertaken by the Debtor and its advisors was adequate and appropriate under the circumstances of this case.
• The Transaction embodied in the Pulse Restaurant Group Purchase Agreement constitutes an offer within the range of reasonableness for the Purchased Assets and was approved by the CRO.

Order-Specific Provisions

• The Order constitutes a full and complete general assignment, conveyance, and transfer of the Purchased Assets and a bill of sale transferring good and marketable title to the Buyer, and is binding upon and governs the acts of all filing agents, recorders, registrars, administrative agencies, governmental departments, and officials who may be required to accept, file, record, or release related documents or instruments.
• The Buyer would not have entered into the Purchase Agreement or consummated the Transaction if the Purchased Assets and the assumption and assignment of the Assumed Contracts were not free and clear, and a sale that was not free and clear would yield substantially less value for the Debtor, with less certainty.

Provisions Common to the June 23, 2026 Sale Orders

Scope

• The following provisions appear in substantially identical form in each of the three sale orders entered June 23, 2026 (Popeyes Louisiana Kitchen, Inc. [ECF No. 717]; 61 Biscuits, LLC [ECF No. 716]; and Pulse Restaurant Group, LLC), and are stated once here rather than repeated for each Transaction.

Approval and Authorization

• The Sale Motion as to the applicable Purchase Agreement and the Transaction set forth therein is granted, and the Purchase Agreement, including all terms and conditions, is approved.
• Pursuant to section 363(b) of the Bankruptcy Code, the Debtor is authorized and directed to perform its obligations under and comply with the terms of the Purchase Agreement and to consummate the Sale.
• Acting through the CRO, and in accordance with the CRO retention order entered March 17, 2026 [ECF No. 345], the Debtor has full corporate power and authority to execute the Purchase Agreement, the Sale has been duly and validly authorized by all necessary corporate action, and no consents or approvals are required other than those expressly provided for in the Order and the Purchase Agreement.
• The Debtor is further authorized and directed to pay, without further order of the Court, whether before, at, or after Closing, any expenses or costs required to consummate the transactions or perform its obligations under the Purchase Agreement.

Good Faith / Arm's-Length Sale and Good Faith Purchaser

• Each Purchase Agreement was negotiated, proposed, and entered into by the Debtor and the applicable Buyer without collusion, in good faith, and on an arm's-length basis, and the parties have not engaged in any conduct that would cause or permit the agreement to be avoided under section 363(n) of the Bankruptcy Code.
• Each Buyer is a good faith purchaser of the Purchased Assets within the meaning of section 363(m) of the Bankruptcy Code and is entitled to all protections afforded thereby, in that (a) the Buyer in no way induced or caused the Debtor's chapter 11 filing; (b) the Buyer recognized that the Debtor was free to deal with any other interested party; and (c) all payments to be made by the Buyer have been disclosed.
• The reversal or modification on appeal of the authorization to consummate a Sale will not affect the validity of that Sale (including the assumption and assignment of the Assumed Contracts) unless such authorization is duly stayed pending appeal.

Sale Free and Clear

• Upon Closing, the Purchased Assets shall be transferred to the Buyer free and clear of all liens, claims, and encumbrances pursuant to section 363(f) of the Bankruptcy Code, to the greatest extent permitted by the Bankruptcy Code and applicable non-bankruptcy law, other than as expressly set forth in the applicable Purchase Agreement, vesting the Buyer with all of the Debtor's rights, title, and interests, including operatorship.
• The Debtor may sell the Purchased Assets free and clear because one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied.
• The Buyer shall assume and be liable solely for the Assumed Liabilities as defined in the applicable Purchase Agreement and any other liabilities expressly agreed to thereunder.
• Upon Closing, all liens, claims, and encumbrances existing as to the Purchased Assets prior to Closing, other than as expressly set forth in the Purchase Agreement, are deemed unconditionally released, discharged, and terminated, and the Order is binding upon and governs the acts of all filing agents, filing officers, title agents, recorders, registrars, administrative agencies, and governmental officials.
• Nothing in the Orders or the Purchase Agreements releases, nullifies, precludes, or enjoins the enforcement of any police power by, or any regulatory liability to, any governmental authority.
• Notwithstanding anything to the contrary, the Orders do not authorize the sale of any equipment subject to the Varilease master lease absent the agreement of Varilease.

No Successor Liability

• Neither the Buyer nor any of its affiliates is a successor to the Debtor or the Debtor's estate by any theory of law or equity; the Buyer is not a mere continuation of the Debtor, and there is no continuity of enterprise between the Debtor and the Buyer.
• The Transactions do not constitute a consolidation, merger, or de facto merger of the Buyer and the Debtor or the Debtor's estate.
• Except as expressly provided in the applicable Purchase Agreement or the Order, the Buyer and its affiliates, successors, and assigns shall have no liability or responsibility for any obligation of the Debtor and shall have no successor or vicarious liabilities of any kind, including under any theory of antitrust, warranty, product liability, environmental, successor or transferee liability, labor law, ERISA, de facto merger, or substantial continuity, whether known or unknown, fixed or contingent, and including any taxes relating to the pre-Closing operation of the Debtor's business or any claims under the WARN Act or for wages, benefits, severance, or vacation pay.

No Sub Rosa Plan

• The Sale outside of a chapter 11 plan does not impermissibly restructure the rights of the Debtor's creditors or dictate the terms of a chapter 11 plan, and does not constitute a sub rosa chapter 11 plan.

Assumption and Assignment of Assumed Contracts

• Pursuant to section 365 of the Bankruptcy Code, the Debtor is authorized to assume and assign the Assumed Contracts to the Buyer, which shall be deemed assumed and assigned effective as of Closing, at which point the Buyer is substituted for all purposes as the party to each applicable Assumed Contract in place of the Debtor, with all of the Debtor's rights, benefits, and obligations thereunder, without interruption or termination.
• For the avoidance of doubt:
  • The assumption and assignment of the Franchise Agreements is based on the approval and consent of Popeyes as franchisor; and
  • A master lease will not be deemed an "Assumed Contract" the Debtor is authorized to assume and assign absent consent of the applicable landlord.
• Each provision of the Assumed Contracts remains in full force and effect for the benefit of the Buyer notwithstanding any provision prohibiting, restricting, or conditioning assignment, or permitting termination, recapture, penalty, or modification upon assignment (including any "change of control" clause), each of which constitutes an unenforceable anti-assignment provision void for purposes of the Orders only; the assignment shall not constitute a default.
• All unexpired, exercisable options to renew the Assumed Contracts are assigned to and may be validly exercised by the Buyer.
• There shall be no assignment fees, increases, rent-acceleration, or other fees or amounts charged to the Buyer or the Debtor as a result of the assumption and assignment.
• The Debtor shall comply with the applicable terms of the Franchise Agreements, including any applicable release provisions (the "Franchise Agreement Requirements"), provided that nothing constitutes a release of any claims the Debtor may have against Popeyes Louisiana Kitchen, Inc. and its affiliates for non-compliance with the Order or the Purchase Agreement.
• The Buyer shall be liable for the payment and performance of obligations under Existing Leases that are Assumed Contracts as they become due from and after Closing, including real estate taxes, utilities, insurance, common area maintenance, repair and maintenance, environmental, and indemnification obligations, regardless of whether such obligations are attributable to the pre-Closing period.
• The Orders do not grant the Debtor or the Buyer the right to shared use of any Oracle licenses.

Cure Amounts

• Undisputed Cure Amounts shall be paid by the Debtor from the Purchase Price on or as promptly after Closing as practical, and Disputed Cure Amounts shall be paid from the Purchase Price proceeds promptly after a determination by the Court that they are due and owing.
• If a counterparty objection to an Assumed Contract is not resolved prior to the Closing Date, the Debtor may elect to (a) not assume and assign the Assumed Contract; (b) postpone the assumption and assignment until resolution without delaying the closing; (c) if the objection relates solely to the Cure Amount, pay the undisputed portion at Closing, reserve the disputed portion from the Purchase Price, and assume and assign the contract at Closing (subject to the rights of the Prepetition Agent and the Committee); or (d) proceed on mutually agreeable terms.
• The Debtor shall pay or otherwise satisfy all undisputed monetary obligations accruing from the Petition Date through and including the Closing Date under the Assumed Contracts (the "Post-Petition Amounts").
• Payment of the Undisputed Cure Amounts, Disputed Cure Amounts, and Post-Petition Amounts, together with compliance with the Franchise Agreement Requirements, shall discharge the Debtor's obligation to cure defaults, effect a cure of all defaults, and provide adequate assurance of prompt compensation for any actual pecuniary loss under section 365 of the Bankruptcy Code.

Negative Proceed Sale

• The Debtor is not authorized to consummate any Sale transaction that would not generate sufficient net sale proceeds at closing to fully pay all cure claims and other closing costs (i.e., a transaction requiring the estate to contribute cash or other value at closing) (a "Negative Proceed Sale") without (i) the prior written consent of the Prepetition Agent and the Committee or (ii) further Order of the Court after notice and a hearing.
• For the avoidance of doubt, absent further Order, the Sale of the following markets shall be treated as separate Sale transactions: (i) Orlando; (ii) Miami; (iii) West Palm Beach; and (iv) Tallahassee, Jacksonville, Tampa, and Pensacola.
• No findings or provisions in the Orders limit the rights of the Prepetition Agent, the Committee, and/or the Debtor with respect to not seeking, or challenging, consummation of any Negative Proceed Sale on any basis.
• Nothing in the Orders amends, modifies, or alters any provisions of the Final Cash Collateral Order [Dkt. No. 327], including Paragraphs 15(f) and (g), which remain in full force and effect.

Prepetition Agent Liens and Sale Proceeds

• As of and after Closing, all persons are authorized and directed to release their liens, claims, and encumbrances against the Purchased Assets, which shall attach to the applicable allocated portion (if any) of the Sale proceeds in the same priority they currently enjoy.
• The Prepetition Agent's liens, claims, and encumbrances shall attach to the net proceeds of the Sale Transaction with the same validity, priority, force, and effect as they had with respect to the Purchased Assets immediately prior to Closing, without further action, and shall not be subject to any claims, defenses, setoffs, or challenges other than as previously adjudicated or resolved by Court order, including the Challenge Stipulation.
• No sale proceeds shall be distributed to the Prepetition Agent or Prepetition Lenders unless and until either (i) the Committee, the Debtor, and the Prepetition Agent agree in writing to such distribution based on an agreed allocation of proceeds between the Collateral (as defined in the Final Cash Collateral Order) and Unencumbered Assets (as defined in the Challenge Stipulation resolving the Committee's lien challenges at Docket Nos. 421, 422) or (ii) further Order of the Court after notice and a hearing.
• Pending such agreement or further Order, all net Sale proceeds received by the Debtor shall be segregated and not spent.
• The provisions relating to the attachment, validity, priority, and enforcement of the Prepetition Agent's liens on net Sale proceeds, and the segregation and allocation of such proceeds, shall survive any reversal or modification on appeal and shall not be affected by any mootness determination under section 363(m) of the Bankruptcy Code.

Payments From Closing

• After Closing, the Debtor is authorized to use the sale proceeds as follows:
  • All closing costs for the Sale and Transactions as set forth on a settlement statement, consistent with the terms of the Purchase Agreement(s);
  • Seller Cure Amounts;
  • If there is a timely objection by a counterparty to an Assumed Contract related to the Seller Cure Amount, cash reserves equal to the Disputed Cure Amount;
  • Payment of the fees and expenses of the escrow agent for the Sale, and other professionals whose fees have been authorized and approved by the Court to be paid at closing; and
  • If not otherwise paid from cash collateral pursuant to Paragraph 40 of the Order, payment of the administrative claim of Kelly's Food, Inc. for unpaid amounts incurred post-petition through the closing of the Sale for food supplied to the Debtor, unless otherwise paid contemporaneously at closing from the Debtor's operating cash on hand.
• Subject to the provisions governing segregation and allocation of net Sale proceeds, the net sale proceeds shall be paid to the Prepetition Agent and/or Prepetition Lenders under the Final Cash Collateral Order and the prepetition loan documents.
• The Debtor shall continue to pay all post-petition services and food vendor invoices in the ordinary course, including the administrative claim of Kelly's Foods, Inc., from the Debtor's Cash Collateral.
• The Debtor shall continue to pay United States Trustee fees, including for all periods from and after June 30, 2026, from the Debtor's Cash Collateral in accordance with a wind-down budget agreed to by the Debtor and the Prepetition Lenders.

Waiver of Stay

• Time is of the essence in consummating the Sale, and it is essential that the Sale occur within the time constraints set forth in the applicable Purchase Agreement to maximize the value of the Purchased Assets; accordingly, there is cause to waive the stays contemplated by Bankruptcy Rules 6004(h) and 6006(d).
• Notwithstanding Bankruptcy Rule 6004(h), the Orders are effective and enforceable immediately upon entry and are self-executing.
• Absent any person obtaining a stay pending appeal, the Debtor and the Buyer, at the Buyer's option, are free to close the Sale at any time prior to the Order becoming a Final Order.

Jurisdiction, Venue, and Statutory Predicates

• The Court has jurisdiction pursuant to 28 U.S.C. § 1334, and the matter is a core proceeding under 28 U.S.C. § 157(b). Venue is proper under 28 U.S.C. §§ 1408 and 1409.
• The statutory bases for the relief are sections 105, 363, 365, and 1107 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 9014.
• The Court retains jurisdiction to enforce and implement the terms of the Purchase Agreements and the Orders, including to (a) compel delivery of the Purchased Assets or performance of obligations owed to the Buyer; (b) compel delivery of the Purchase Price or performance of obligations owed to the Debtor; (c) resolve any disputes arising under or related to the Purchase Agreements; (d) interpret, implement, and enforce the provisions of the Orders; and (e) protect the Buyer, its affiliates, successors, and assigns from any liens, claims, or encumbrances against the Purchased Assets and from any creditors or parties in interest regarding turnover of the Assets.

SBH Foods PLK LLC — Georgia Stores (Executed APA)

Status

• Executed Bidder Purchase Agreement filed with the Sale Notice on June 19, 2026 [ECF No. 688]. No corresponding sale order appears in the materials summarized here.

Assets Being Sold

• Stores located in Georgia, including Hinesville, Garden City, Pooler and Savannah.

Purchase Price and Deposit

• $495,000, subject to adjustment, plus the assumption of the Assumed Liabilities. At Closing, the Purchaser is to pay the Franchisor an amount equal to the actual, aggregate dollar value of transfer fees under each Franchise Agreement for a Store, up to $45,000. Deposit: $50,000.

Agreement-Specific Terms

• Sale free and clear to the maximum extent permitted by Section 363 of the Bankruptcy Code and as provided in the Sale Order; the net amount payable at Closing is defined as the "Closing Payment."
• Break-up fee equal to 2.5% of the Seller Cash Consideration, plus $1,000 per Store, payable from the proceeds of and at the closing on a sale to another bidder if the Purchaser is not the winning bidder.
• Right to designate the Existing Lease for Store #3593 (615 E. Oglethorpe Ave., Hinesville, Georgia) as an Excluded Asset if the applicable landlord does not agree to a base rent reduction of at least fifty percent (50%) effective as of or immediately following the Closing.
• Rent Savings adjustment: if base rent under any of the Existing Leases for PLK Stores #13243, #13482, #2048, #2256 and #2366 is decreased as of or immediately following the Closing, the Purchase Price is increased at Closing by the aggregate dollar value of such base rent decreases multiplied by 5.5.
• Governed by the laws of the State of Delaware, without regard to conflicts of law principles.

BARAKA Franchise Holdings LLC (Executed APA)

Status

• Executed Bidder Purchase Agreement filed with the Sale Notice on June 19, 2026 [ECF No. 688]. No allocated Stores or markets are identified, and no corresponding sale order appears in the materials summarized here.

Purchase Price and Deposit

• $10,000,000.00, subject to adjustment, payable in cash at Closing. Deposit: $1,000,000.00, representing ten percent (10%) of the Purchase Price.

Agreement-Specific Terms

• The agreement requests designation as the Stalking Horse Bidder, with Bid Protections to apply only if so designated and approved by the Bankruptcy Court, consisting of (i) a break-up fee equal to 2.5% of the Purchase Price (i.e., $250,000) and (ii) an expense reimbursement of up to $1,000 per Store for substantiated, reasonable and documented out-of-pocket expenses. If the Purchaser is not designated as the Stalking Horse Bidder, or the Bid Protections are not approved, the agreement remains in full force as a binding and irrevocable Qualified Bid without the Bid Protections.
• The Seller is to make available, and not impede the Purchaser's hiring of, the senior and management employees identified on the Designated Employees Schedule, and is not to solicit any such Designated Employee to remain employed by the Seller or any affiliate following the Closing.
• Governed by the laws of the State of Florida, without regard to conflicts of law principles.

Orlando Private Sale to SBH Foods PLK LLC

Overview

• Sailormen, Inc. (the "Debtor") seeks entry of an order, pursuant to 11 U.S.C. §§ 363(b), 363(f), 365(a), and 365(f), approving the private sale of 23 stores in the Orlando region (the "Assets") to SBH Foods PLK LLC (the "Buyer") free and clear of liens, claims, encumbrances, and interests, together with the assumption and assignment of certain executory contracts and unexpired leases.
• This is a separate transaction from the SBH Foods PLK LLC agreement covering the Georgia stores.

Sale Background

• The Debtor conducted an auction (the "Auction") for substantially all of its assets, the result of a monthslong marketing process led by Peak. The motion states the Auction was held July 15-17, 2026; the sale orders state the Auction was held June 15, 2026.
• At the Auction, the Debtor selected RFI Ventures, LLC ("RFI") as the Successful Bidder for the Debtor's Orlando Region, with no Backup Bidder. RFI subsequently failed to close on the transaction, leaving the Debtor with few choices.
• Upon the agreement of Popeyes Louisiana Kitchen, Inc. ("PLK") and the Prepetition Agent, the Debtor secured authorization to use cash collateral to operate the Orlando stores through July 24, 2026, in an effort to secure an alternative buyer. Those efforts resulted in the Buyer's offer to purchase the 23 Orlando stores for $2,672,500.00.

Business Justification

• The Debtor submits that the factors demonstrating its sound business judgment are met, having extensively marketed the Assets prior to the Auction, with negotiations that were extensive, in good faith, and at arms-length.
• The Buyer has agreed to pay a higher Purchase Price than was achieved through the longer sale process; accordingly, the Debtor submits that an auction would only produce increased expenses without any benefit to interested parties.
• Given the diligent and extensive marketing efforts, the time pressures associated with the inability to operate the Assets after July 24, 2026, and the emergency situation resulting from RFI's failure to close, the Debtor does not believe that further marketing or an auction are practicable and, in any event, would not result in a higher sale price.
• The sale results in a substantial and material benefit to the estate and creditors, as it will provide significant cure payments and save over 500 jobs.
• The transaction has been approved by David Baker of Aurora Management Partners Inc., as the Debtor's CRO, and constitutes an offer within the range of reasonableness for the Purchased Assets.

Assets Being Sold

• All of Seller's right, title, and interest in the Purchased Assets relating to, or used or held for use in connection with, the Business and the operation of any Store, free and clear of Liens and claims to the maximum extent permitted by Section 363, and on an "AS IS," "WHERE IS," "WITH ALL FAULTS" basis except for the representations and warranties in Article IV, including:
  • The In-Store Cash Amount;
  • The Leased Properties pursuant to the Existing Leases, together with related buildings, improvements, easements, appurtenances, rights, and privileges;
  • All furniture, furnishings, fixtures, signage, security systems, point-of-sale systems, computer equipment, alarm systems, cameras, kitchen equipment, equipment, and machinery located at the Stores as of Closing (the "Equipment");
  • All inventory (including food, supplies, paper, cleaning, and marketing supplies) held for use or sale in connection with operation of the Business at the Stores (the "Inventory");
  • All Contracts (including Existing Leases and Franchise Agreements) set forth on Exhibit D (the "Assumed Contracts");
  • To the extent assignable, all Permits relating to operation of the Leased Properties, the Business, or ownership of the Purchased Assets;
  • To the extent assignable, all telephone and fax numbers for the Stores and other assets located at the Stores or necessary for the ongoing operation of the Business; and
  • To the extent assignable, all prepaid expenses and security deposits paid to third parties in connection with any Assumed Contract (the "Prepaid Expenses and Deposits").

Excluded Assets

• The Purchased Assets exclude, among other items:
  • Organizational documents, tax-related books and records, and any Tax refund or credit (including ERC), deposit, prepayment, or other Tax asset of Seller or its Affiliates;
  • All Accounts Receivable;
  • All Cash Equivalents and Credit Card Receivables (other than the In-Store Cash Amount);
  • Except as provided in Section 2.1(h), all prepaid expenses and deposits made to third parties, including insurance companies;
  • Seller's rights under the Agreement and, except as provided in Section 5.4, rights under insurance or indemnity policies;
  • All causes of action under applicable law, including tort and breach of contract claims against third parties;
  • The assets listed on Exhibit E; and
  • All Contracts of Seller or the Business that are not Assumed Contracts.

Purchase Price

• The aggregate consideration for the Purchased Assets is $2,672,500, as adjusted pursuant to Section 2.5, plus the assumption of the Assumed Liabilities.
• Upon execution of the Agreement, Purchaser shall deliver $2,873,738.61 (the "Execution Date Adjusted Purchase Price"), representing the Purchase Price as adjusted and calculated on the Execution Date but as of the Closing Date, by wire transfer to the Escrow Agent to be held in a non-interest bearing account.
• At Closing, Seller shall pay, out of the Closing proceeds, to each Assumed Contract counterparty the applicable portion of the Cure Costs owed, by wire transfer to be made at least two Business Days prior to the Closing Date.
• The consideration constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable law.

Purchase Price Adjustments

• The Purchase Price is subject to adjustment, calculated on the Execution Date but as of the Closing Date, including:
  • Tax Prorations: All ad valorem property and personal taxes payable upon the Purchased Assets are prorated between the Parties for the applicable tax year (or, if current-year statements are unavailable, based on the immediately prior tax year);
  • Store Inventories and In-Store Cash Amount: The Purchase Price is increased by the Inventory Value (based on Seller's actual cost without mark-up, excluding obsolete or unusable items) and all In-Store Cash Amounts; and
  • Operating Expense Prorations: Operational expenses directly related to the Purchased Assets and the Business (including Assumed Contract expenses, utilities, and rent, plus sales tax on rent) are prorated, with Seller responsible for expenses accruing before the Effective Time and Purchaser responsible for those accruing at or after the Effective Time; utility accounts remain in Seller's name until transferred (targeted within 30 days after Closing), with Purchaser reimbursing post-Effective-Time utility charges within three days of invoice.

Deposit

• The Parties agree that $267,250 of the Execution Date Adjusted Purchase Price is deemed the Deposit.
• The Deposit is non-refundable if the Agreement is terminated (i) by Seller due to a continuing breach by Purchaser or (ii) due to the failure of one or more of the conditions set forth in Section 6.3.
• The Escrow Agent shall hold the entire Execution Date Adjusted Purchase Price in escrow and shall not disburse any portion (other than the Deposit) until the Closing. The portion in excess of the Deposit is fully refundable to Purchaser if the Closing does not occur on or before the Closing Date.

Warranties and Representations

• Except for the express representations and warranties of Seller in the Agreement, the Purchased Assets are being accepted by Purchaser "AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS" and in their present condition and state of repair, with all warranty disclaimers designated as "conspicuous" for purposes of applicable law.
• Seller represents and warrants, as of the date of the Agreement and the Closing Date, among other things, that it has good and valid title to (or valid leasehold interests in) the Purchased Assets and, as of the Effective Time, will be authorized to sell them free and clear of all Liens, and that, except for the Bankruptcy Case and as set forth on Schedule 3.1(h), to Seller's Knowledge (i) there are no lawsuits pending against Seller and (ii) Seller is not subject to any orders of any Governmental Entity relating to the Purchased Assets or the Business.
• Purchaser represents and warrants, among other things, that it or its designees will have at Closing sufficient internal funds (after giving effect to any committed financing) available to pay the Purchase Price.

Assumption and Assignment of Contracts

• As an essential element of the sale, the Debtor seeks to assume and assign the underlying franchise agreements, unexpired leases, and executory contracts identified in the APA (the "Assumed Contracts") to the Buyer, including all Existing Leases, all Franchise Agreements for each Store, and all other contracts required by the Franchisor for its franchisees in respect of the Stores.
• The Bidding Procedures Order [Dkt. No. 378] set forth procedures for the assumption and assignment of the Assumed Contracts, including the determination of amounts necessary to cure any arrearages. Prior to the Closing Date, Purchaser may, upon prior written notice to Seller, remove Contracts from or add Contracts to Exhibit D, which sets forth the applicable Cure Costs.
• The assumption and assignment of the Franchise Agreements is based on the approval and consent of Popeyes as franchisor; a master lease will not be deemed an Assumed Contract absent consent of the applicable landlord.
• There shall be no assignment fees, increases, rent-acceleration, or other fees charged to the Buyer or the Debtor as a result of the assumption and assignment of the Assumed Contracts.

Cure Costs

• On or as promptly after the Closing as practical, the Undisputed Cure Amounts shall be paid by the Debtor from the Purchase Price.
• The Debtor shall pay or otherwise satisfy all undisputed monetary obligations that arise and accrue from the Petition Date through and including the Closing Date under the Assumed Contracts (the "Post-Petition Amounts").

Franchise Matters

• The assignment of the Franchise Agreements is subject to Franchisor's consent and compliance with Chapter 817, Florida Statutes (Florida Deceptive and Unfair Trade Practices Act), the Lanham Act, and other applicable Florida franchise laws (including disclosure and registration requirements).
• Purchaser is solely responsible for satisfying all requirements imposed by the Franchisor as a condition to consent, including training requirements, financial qualifications, background checks, payment of transfer fees, and execution of new or amended franchise agreements. All transfer fees, application fees, training costs, and other Franchisor-required expenses shall be paid by Purchaser.
• The Debtor shall comply with the applicable terms of the Franchise Agreements in connection with the transfer and assignment, including any applicable release provisions (the "Franchise Agreement Requirements").

Sale Free and Clear; Successor Liability; Good Faith Purchaser

• Section 363(f) permits the Debtor to sell property of the estate free and clear of third-party interests if certain conditions are satisfied, including consent of the affected parties.
• The Debtor anticipates that the Prepetition Agent will consent to the sale under § 363(f)(2), subject to the provisions relating to a Negative Proceed Sale, and that taxing authorities' interests will attach to the proceeds of the sale. Accordingly, all liens, claims, and encumbrances on the Assets will be adequately protected by attachment to the sale proceeds.
• Upon Closing, the Purchased Assets shall be transferred to the Buyer free and clear of all liens, claims, and encumbrances to the greatest extent permitted by the Bankruptcy Code and applicable non-bankruptcy law, other than as expressly set forth in the Purchase Agreement.
• Neither the Buyer nor any of its affiliates is a successor to the Debtor or its estate, a mere continuation of the Debtor, or a continuity of enterprise, and the transaction does not constitute a consolidation, merger, or de facto merger. Except as expressly set forth in the Purchase Agreement, the Buyer and its affiliates shall have no successor or vicarious liabilities of any kind, including under any theory of antitrust, warranty, product liability, environmental, successor or transferee liability, labor law, ERISA, de facto merger, or substantial continuity, and shall not be liable for any claims under the WARN Act or claims related to wages, benefits, severance, or vacation pay owed to the Debtor's employees or former employees.
• The Purchase Agreement was negotiated, proposed, and entered into without collusion, in good faith, and on an arm's-length basis; the Buyer is not an insider of, or otherwise affiliated with, the Debtor. The Debtor requests a finding that the Buyer is a good faith purchaser within the meaning of section 363(m), entitled to all protections afforded thereby.

Lienholders and Negative Proceed Sale

• BMO Bank, N.A. (the Prepetition Agent) and local taxing authorities. The Prepetition Agent's liens, claims, and encumbrances shall attach to the net proceeds of the Sale with the same validity, priority, force, and effect as they had with respect to the Purchased Assets immediately prior to Closing, without the need for further action.
• The Debtor is not authorized to consummate a Negative Proceed Sale without (i) the prior written consent of the Prepetition Agent and the Committee, or (ii) further Order of the Court after notice and a hearing.
• No sale proceeds shall be distributed to the Prepetition Agent or Prepetition Lenders unless and until either (i) the Committee, the Debtor, and the Prepetition Agent each agree in writing to such distribution based on an agreed allocation of proceeds between the Collateral and Unencumbered Assets (per the Challenge Stipulation), or (ii) further Order of the Court after notice and a hearing.

Payments From Closing

• After Closing, the Debtor is authorized to use the sale proceeds for:
  • All closing costs for the Sale and Transactions as set forth on a settlement statement;
  • Seller Cure Amounts;
  • Cash reserves equal to any Disputed Cure Amount where there is a timely objection by an Assumed Contract counterparty; and
  • Fees and expenses of the escrow agent and other Court-approved professionals to be paid at closing.
• The Debtor shall continue to pay all post-petition services and food vendor invoices in the ordinary course, including the administrative claim of Kelly's Foods, Inc. for unpaid amounts incurred post-petition through the closing date, from the Debtor's Cash Collateral.
• The Debtor shall continue to pay United States Trustee fees, including for all periods from and after June 30, 2026, from the Debtor's Cash Collateral in accordance with a wind-down budget agreed to by the Debtor and the Prepetition Lenders.

Employee Matters

• Purchaser will retain and hire a sufficient number of Seller's employees such that the Transactions will not trigger the requirements of the WARN Act or create liability on the part of Seller.
• Seller is responsible for all employees' wages, accrued bonuses, pension benefits, vacation time, and applicable taxes and benefits accrued and earned prior to the Closing Date; Purchaser is responsible for such compensation and benefits for rehired or retained employees to the extent accrued or earned from and after the Closing Date.
• The provision does not require Purchaser to retain or hire any employees of Seller and does not create any third-party rights.

Covenants

• Operation of Business: From the Execution Date until Closing, Seller will continue to operate the Purchased Assets in the Ordinary Course of Business.
• Casualty Loss: If any portion of the Purchased Assets is destroyed by casualty or taken by condemnation prior to Closing, Purchaser shall nonetheless purchase the affected Purchased Assets at Closing, and the Purchase Price shall not be adjusted, subject to the terms of the applicable section.

Closing and Conditions

• The Closing shall take place on July 24, 2026 (the "Closing Date"), facilitated through the Escrow Agent (with all associated costs paid by Purchaser), and shall be effective as of 12:01 a.m. (Eastern) on the Closing Date (the "Effective Time").
• Purchaser's conditions precedent include, among others, that Seller's representations and warranties be true and correct in all material respects, that Seller have performed its obligations, and that the Sale Order have been entered by the Bankruptcy Court.
• Seller's conditions precedent include, among others, entry of the Sale Order; that Purchaser's representations and warranties be true and correct in all material respects; Purchaser's performance of its obligations, including timely delivery of the Purchase Price; Franchisor's consent to the assignment and assumption of the Franchise Agreements and waiver of any right of first refusal; and that Net Proceeds be equal to or greater than zero dollars.

Termination

• The Agreement may be terminated prior to Closing (a) by mutual written agreement; (b) by either Party upon a final, non-appealable governmental order permanently prohibiting the transactions; (c) by the non-defaulting Party if the other Party materially breaches and fails to cure within five business days of written notice; and (d) by either Party if the Article V conditions are not satisfied on or before the Closing Date.
• In circumstances including termination due to Purchaser's continuing breach under Section 6.1(c), Purchaser's failure to close, or the failure of any condition within Purchaser's control, the Deposit shall be retained by Seller as liquidated damages and not as a penalty.
• Upon a termination pursuant to Section 6.1(c), the non-defaulting Party's sole and exclusive remedy is to terminate the Agreement and, if Seller is the non-defaulting Party, to retain the Deposit as liquidated damages.

Tax Matters (Florida)

• Documentary Stamp Tax: Purchaser is solely responsible for, and shall pay, all Florida documentary stamp taxes, if any, imposed on or arising from the transfer or assignment of any leasehold or other real property interests included in the Purchased Assets, and shall indemnify Seller against related claims.
• Sales and Use Tax: The Parties acknowledge that the sale of tangible personal property included in the Purchased Assets constitutes an isolated or occasional sale under Section 212.02(20), Florida Statutes, and Rule 12A-1.037, Florida Administrative Code, and is therefore exempt from Florida sales and use tax; if such tax is ultimately determined to be due, Purchaser is solely responsible for it, together with any interest and penalties.

Governing Law

• The Agreement is governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflicts of law principles; any dispute arising under the Agreement shall be brought in, and the Parties submit to the jurisdiction of, the Bankruptcy Court, and the Parties irrevocably waive all right to trial by jury.

Notice and Stay Waiver

• The Debtor will serve the Motion, including exhibits, and the Court's notice of hearing on its creditor matrix, the Buyer, and the Office of the United States Trustee, and submits that such notice is good and sufficient.
• The Debtor requests a waiver of the 14-day stay of the order approving the sale and assignment of the leases pursuant to Bankruptcy Rules 6004(h) and 6006(d), so that the order is effective and enforceable immediately upon entry.

Relief Requested

• The Debtor requests entry of an order (1) granting the Motion; (2) approving the APA; (3) approving the sale of the Assets to the Buyer; (4) approving the assumption and assignment of the Assumed Contracts; (5) waiving the 14-day stay of Rules 6004 and 6006; and (6) granting such other and further relief as the Court deems just and appropriate.

Key Dates

• Auction: July 15-17, 2026 (per this motion)
• Execution Date of the APA: July 17, 2026
• Cash Collateral Authorization to Operate Orlando Stores Through: July 24, 2026
• Closing Date: July 24, 2026