Letter of Intent — Regent Capital Group

Project Buttercup · Buy-Side M&A Advisory

1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io

Document Reference

EMA-LOI-BUTTERCUP-001

Date

June 25, 2026

Prepared By

Alexandre R.J. Camus

Deadline

June 30, 2026 · 5:00 PM EST

Non-Binding LOI

Letter of Intent — Drybar Franchise Acquisition · Deal #1

Buttercup Brands & Regent Capital Group
Asset Purchase — 11 Drybar Franchise Locations

Buyer

Buttercup Brands

dba Joy Vertz / Drybar Multi-Unit Franchisee
Milwaukee, WI · Operating in WI, IL, IN, MT
Principal: Joy Vertz, Owner & Operator
Advisor: Emanay Advisors (Buy-Side)
alex@emanay.io

Seller

Regent Capital Group

DB Holdings Shops LLC
Operator — NYC Metro + Las Vegas Drybar Locations
Assets: 10 NYC locations + 1 Las Vegas location
Markets: New York City & Las Vegas, NV

Buttercup Brands ("Buyer"), acting through its buy-side advisor Emanay Advisors, LLC, hereby submits this non-binding Letter of Intent to acquire the franchise operating assets of eleven (11) Drybar franchise locations currently operated by Regent Capital Group / DB Holdings Shops LLC ("Seller"), on the terms set forth herein.

This Letter of Intent ("LOI") sets forth the principal terms and conditions upon which the Buyer proposes to enter into a definitive Asset Purchase Agreement ("APA") with the Seller. Except as expressly provided in Section 06, this LOI is non-binding and does not create any legally enforceable obligations on either party. The parties acknowledge that consummation of the transaction is subject to Drybar Franchisor consent, satisfactory completion of due diligence, and execution of definitive transaction documents.

Transaction Overview

Transaction Type	Asset Purchase Agreement ("APA") — acquisition of franchise operating assets, leasehold interests, customer memberships (Barfly), and goodwill for eleven (11) Drybar franchise locations.
Target Locations	New York City (10 locations): Flat Iron, Thompson Hotel, TriBeCa, Midtown East, Roslyn (Long Island), Greenwich Village, Brookfield Place/FiDi, Bloomingdale's/SoHo, Hell's Kitchen, Nordstrom Las Vegas, NV (1 location): Fashion Show Mall
Proposed Purchase Price	[TO BE AGREED] — to be determined upon completion of due diligence and mutual agreement of the parties, based on trailing EBITDA and agreed multiple. Buyer's preliminary underwriting assumes entry at or near 1.4x trailing EBITDA across the combined portfolio.
Transaction Structure	Asset purchase — Buyer acquires franchise operating assets, leasehold interests, and Barfly membership contracts. Seller retains all pre-closing liabilities except as expressly assumed in the APA.
Purchase Price Allocation	To be negotiated and set forth in the definitive APA. Buyer reserves the right to allocate as among individual location assets consistent with applicable tax treatment.
Financing	Buyer intends to finance the acquisition through a combination of debt placement and equity. Emanay Advisors is managing the capital placement process on an expedited basis. Closing is conditioned on satisfactory financing commitments.

Financial Profile — Target Locations

The following reflects the Buyer's current understanding of the financial profile of the target locations based on Seller-provided materials. All figures are subject to due diligence verification and APA adjustment.

TTM Revenue — NYC (10 locations)	~$10,872,948 (trailing twelve months through January 2026, per Seller P&Ls)
TTM Revenue — Las Vegas (1 location)	~$2,427,264 (trailing twelve months through January 2026, per Seller P&Ls)
TTM Combined Revenue	~$13,300,000 — all 11 locations
Combined EBITDA (Seller-Stated)	~$1,400,000 — across all 11 target locations. Subject to Buyer's independent normalization and QoE review.
Revenue Composition	Service sales + Barfly membership fees + retail product. NYC TTM service sales: $8,347,332; NYC TTM Barfly memberships: $2,313,376.
Guest Volume	100,000+ guest visits per year across the portfolio
Average Transaction Value	$75–$100 per guest

Due Diligence & Conditions to Closing

Due Diligence Period	30 days from execution of the definitive APA, unless extended by mutual written agreement. Buyer shall have full access to location-level financial statements (FY2023, FY2024, TTM), lease documents, franchise agreements, staffing schedules, and membership data.
Financial Statements	Seller to provide store-level P&Ls for FY2023, FY2024, and TTM through January 2026 for each of the 11 target locations. Buyer reserves the right to engage an independent accounting firm to conduct a Quality of Earnings review.
Leases	Buyer's obligation is conditioned on review and acceptance of all lease terms for each target location, including remaining lease term, renewal options, base rent, CAM charges, and landlord consent requirements for assignment.
Franchise Agreements	All 11 franchise agreements must be assignable to Buyer (or a Buyer-designated entity) with Drybar Franchisor consent. Buyer's obligation to close is conditioned on receipt of Drybar Franchisor's written approval of the transfer.
Barfly Memberships	Seller to provide full membership data including count, average monthly value, churn rate, and deferred revenue balance. Assignment of Barfly membership contracts to Buyer is a condition of closing.
No Undisclosed Liabilities	No material undisclosed liabilities, litigation, or regulatory proceedings affecting any target location as of the closing date. Seller to provide reps and warranties to this effect in the APA.
Staffing	Seller to cooperate in facilitating transition of key staff at each target location. Buyer to have the right, but not obligation, to offer employment to any current Seller employee.

Key Deal Terms

Deposit / Earnest Money	To be negotiated and set forth in the definitive APA. Buyer anticipates a good-faith earnest money deposit upon execution of the APA, the amount and refundability of which shall be agreed at that time.
Closing Timeline	Buyer targets closing within 60–90 days of LOI execution, subject to due diligence completion, financing, and Drybar Franchisor consent.
Representations & Warranties	Seller to provide customary representations and warranties regarding the assets, operations, liabilities, and franchise status of each target location. Survival period and indemnification cap to be negotiated in the APA.
Working Capital	Working capital target, peg, and collar to be agreed in the APA. Buyer and Seller to negotiate a working capital adjustment mechanism based on a normalized working capital level as of the closing date.
Transition Support	Seller to provide reasonable transition assistance for a period of 30 days post-closing at no additional cost to Buyer. Scope of transition support to be defined in the APA.
Non-Compete	Seller and its principals shall be subject to a non-competition and non-solicitation covenant covering the Drybar franchise system and directly competitive businesses for a period of [TBD] years post-closing, within the geographic markets of the acquired locations. Terms to be negotiated in the APA.
Inventory & FF&E	Included in the purchase — all salon furniture, fixtures, and equipment located at each target location as of the closing date. Inventory to be counted at or near closing and included at book value subject to adjustment.

Buyer Background & Platform Context

Buyer brings an established Drybar operating platform, system-wide recognition (2023 Drybar Franchisee of the Year), and the operational infrastructure to absorb and scale the acquired locations without disruption.

✓

Established Operator. Joy Vertz has operated in the Drybar franchise system since February 2018. Currently operating 8 locations across Wisconsin, Illinois, Indiana, and Montana — 5 at 100% ownership, 3 at 80% ownership.

✓

2023 Drybar Franchisee of the Year. Recognized by the Drybar franchise system for operational excellence. Strong track record with the Franchisor — critical for transfer approval.

✓

Prior APA Experience. Buyer executed a multi-location APA in November 2021 (Chicago portfolio, 3 locations, DB Holdings Shops LLC — the same Seller entity) and has direct familiarity with Drybar transfer processes.

✓

Centralized Infrastructure. Buyer operates with centralized back-office, marketing (spouse operates a national marketing agency), and operational support capable of absorbing the 11-location NYC/LV portfolio immediately.

✓

Platform Roll-Up Strategy. This acquisition is Deal #1 of a structured multi-deal roll-up targeting 35+ locations and a $30–40M+ institutional exit at 6–8x EBITDA. Buyer is committed to long-term platform growth, not a quick flip.

✓

Buy-Side Advisory. Emanay Advisors is acting as exclusive buy-side M&A and capital placement advisor. Emanay is managing the LOI, APA, financing, and Drybar Franchisor consent processes in parallel to compress the timeline.

Binding Provisions — Effective Upon Execution

This LOI is non-binding in its entirety except for the following, which are legally binding upon execution by both parties:

Exclusivity. From execution of this LOI through the earlier of (i) execution of the definitive APA or (ii) 30 days from the date hereof, Seller shall not solicit, negotiate, or enter into any agreement with any third party regarding the sale, transfer, or encumbrance of any of the 11 target locations covered by this LOI.

Confidentiality. Both parties agree to maintain strict confidentiality regarding the existence and terms of this LOI and all information exchanged in connection with the proposed transaction. Neither party shall disclose any terms to any third party except to legal, financial, and capital advisors on a need-to-know basis.

No-Shop. During the exclusivity period, Seller shall promptly notify Buyer of any unsolicited approach by any third party regarding any of the target locations, and shall not respond to or facilitate any such approach.

Expenses. Each party shall bear its own costs and expenses in connection with the negotiation and execution of this LOI and the proposed transaction, unless otherwise agreed in the definitive APA.

Conditions Precedent to Definitive Agreement

Due Diligence	Satisfactory completion of Buyer's financial, legal, and operational due diligence on all 11 target locations, in Buyer's sole discretion.
Financing Commitment	Buyer's receipt of a binding or conditional commitment letter for acquisition financing in form and amount satisfactory to Buyer.
Franchisor Consent	Written approval from the Drybar Franchisor (WellBiz Brands) for the transfer of all 11 franchise agreements to Buyer or Buyer's designated entity.
Lease Assignments	Consent from each applicable landlord for assignment of all target location leases to Buyer, on terms acceptable to Buyer.
No Material Adverse Change	No material adverse change in the business, operations, financial condition, or legal standing of any target location between LOI execution and APA closing.
Board / Principal Approval	Receipt of any required internal approvals from each party's principals or governing bodies.

Additional Terms

Non-Binding Nature	This LOI constitutes a non-binding expression of intent only. No binding obligations shall arise except as expressly set forth in Section 06. Neither party is obligated to proceed to definitive documentation unless and until a definitive APA is executed.
Governing Law	This LOI shall be governed by and construed in accordance with the laws of the State of New York (for the NYC locations) or the State of Nevada (for the Las Vegas location), as applicable, unless otherwise agreed. Buyer reserves the right to negotiate governing law in the definitive APA.
Advisors	Emanay Advisors is acting exclusively as Buyer's buy-side M&A and capital placement advisor. All communications regarding the proposed transaction shall be directed through Emanay Advisors (alex@emanay.io) unless otherwise agreed.
Counterparts	This LOI may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Electronic signatures transmitted via PandaDoc or equivalent platform are fully binding with respect to the binding provisions in Section 06.
Expiration	This LOI shall expire if not executed by all parties by June 30, 2026 at 5:00 PM EST.

Buyer's Position: Joy Vertz and Buttercup Brands represent one of the strongest independent Drybar operators in the country. This acquisition of 11 established, profitable locations at approximately 1.4x trailing EBITDA represents a compelling entry multiple for a platform that Buyer intends to scale to 35+ locations and an institutional exit. The target locations are operating businesses with existing customer bases, Barfly membership revenue, and strong unit economics — not turnarounds. Buyer is prepared to move expeditiously to definitive documentation and close within 60–90 days. Emanay Advisors is managing capital placement in parallel and is committed to delivering a term sheet for acquisition financing within the exclusivity window.

We look forward to working with you to finalize this transaction. Please execute below to indicate your acceptance of the terms herein and return a signed copy to alex@emanay.io no later than June 30, 2026 at 5:00 PM EST.

Respectfully submitted on behalf of Buttercup Brands,

Buy-Side Advisor — Emanay Inc. dba Emanay Advisors

Alexandre R.J. Camus

Founder & Managing Director · Emanay Advisors

Acting as authorized representative of Buyer

Date: ___________________

Buyer — Buttercup Brands

Joy Vertz

Owner & Operator · Buttercup Brands

Date: ___________________

Seller — Regent Capital Group / DB Holdings Shops LLC

______________________________

Authorized Signatory · Regent Capital Group

Title: ___________________

Date: ___________________

1221 Brickell Ave · Suite 900 · Miami, FL 33131 · www.emanay.io · info@emanay.io · +1 305-735-9510

Emanay Inc., operating under the trade name Emanay Advisors, does not offer, solicit, or sell securities. All professional services provided through the Emanay platform are rendered exclusively by its respective affiliate divisions and entities. Accounting and financial reporting services are rendered exclusively by Emanay Accounting, LLC, a separate and independently licensed professional entity. Legal services are rendered exclusively by Emanay Law Group PLLC, a separate and independently licensed professional entity. Capital markets advisory services are rendered exclusively by Emanay Capital LLC. This Letter of Intent has been prepared by Emanay Advisors solely on behalf of Buttercup Brands / Joy Vertz for presentation to Regent Capital Group / DB Holdings Shops LLC and is strictly confidential.

Nothing contained herein constitutes legal, tax, financial, or investment advice. This LOI is a non-binding expression of intent only, except as expressly stated in Section 06. All financial figures are based on Seller-provided materials and are subject to due diligence verification. Consummation of the transaction is subject to execution of definitive documentation and satisfaction of all conditions precedent set forth herein.