Form 8-K

8-K — Fat Brands, Inc

Accession: 0001493152-26-029245

Filed: 2026-06-18

Period: 2026-05-19

CIK: 0001705012

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-05-19

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 19, 2026

FAT

Brands Inc.

Twin

Hospitality Group Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-38250

001-42395

82-1302696

99-1232362

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

9720

Wilshire Blvd., Suite 500, Beverly Hills, CA

5151

Belt Line Road, Suite 1200, Dallas, TX

90212

75254

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (310)

319-1850

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instructions A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory

Note

previously reported, on January 26, 2026, FAT Brands Inc. (the “Company”) and certain of its direct and indirect subsidiaries

(collectively, the “Debtors”), including Twin Hospitality Group Inc. (“TWNP”), commenced voluntary

cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas

(the “Bankruptcy Court”) under the jointly administered caption of In re Fat Brands Inc., et al., Case Number

26-90126 (ARP) (the “Chapter 11 Cases”). This Current Report on Form 8-K is being filed jointly by the Company and

TWNP.

Bankruptcy

Court filings and information about the Chapter 11 Cases are available online at https://omniagentsolutions.com/FATBrands-TwinHospitality,

a website administered by Omni Agent Solutions, Inc., a third-party bankruptcy claims and noticing agent (“Omni”),

or by contacting Omni at FATBrands-TwinHospitalityInquiries@OmniAgnt.com or by calling toll-free at (888) 202-5659 or +1 (747) 288-6379

for calls originating outside of the U.S. The documents and other information available via website or elsewhere are not part of this

Current Report and shall not be deemed incorporated herein.

Item

1.01. Entry into a Material Definitive Agreement.

April 9, 2026, the Bankruptcy Court entered the Order (I) Approving Bidding Procedures for Sale of Debtors’ Assets; (II) Establishing

Procedures for Debtors’ Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith;

(III) Scheduling Dates for an Auction and a Hearing to Consider Approval of any Resulting Sale; (IV) Approving Form and Manner of Notices

Related Thereto; and (V) Granting Related Relief [Docket No. 595] (the “Bidding Procedures Order”).

accordance with the Bidding Procedures Order, on April 27, 2026, the Debtors held an auction for substantially all of their assets (the

“Auction”). Upon the conclusion of the Auction, FBG Bid Co. LLC (“FAT Brands Purchaser”) was declared

the provisional winner of the FAT Brands Assets (as defined below), Amazing Brands, LLC (“HDOS Purchaser”) was declared

the provisional winner of the HDOS Assets (as defined below), TABCO International Food Catering K.S.C.C. (“EB Purchaser”)

was declared the provisional winner of the EB Assets (as defined below), and TWNPKS Bid Co. LLC (“TWNP Purchaser”)

was declared the provisional winner of the TWNP Assets (as defined below).

May 19, 2026 (the “Sale Order Date”), after a final hearing, the Bankruptcy Court issued orders authorizing the applicable

Debtors to enter into four Purchase Agreements (as defined below) at Docket Number 1369 of the Chapter 11 Cases (the “HDOS Sale

Order”), Docket Number 1370 of the Chapter 11 Cases (the “EB Sale Order”), Docket Number 1377 of the Chapter

11 Cases (the “FAT Brands Sale Order”), and Docket Number 1378 of the Chapter 11 Cases (the “TWNP Sale Order”

and, together with the HDOS Sale Order, the EB Sale Order and FAT Brands Sale Order, collectively, the “Sale Orders”).

Copies of the FAT Brands Sale Order, TWNP Sale Order, HDOS Sale Order and EB Sale Order are filed as Exhibits 99.1, 99.2, 99.3 and 99.4

to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference herein.

accordance with the applicable Sale Orders, on the Sale Order Date, the Company entered into the following Purchase Agreements: (i) that

certain Asset Purchase Agreement (the “HDOS Purchase Agreement”) by and among the Company, HDOS Acquisition, LLC,

HDOS Brand and Marketing Fund, LLC, HDOS Franchise Brands, LLC, HDOS Franchising, LLC, HDOS Showcase, LLC, FAT Brands Development 1 LLC

(collectively, the “HDOS Sellers”), and HDOS Purchaser, pursuant to which the HDOS Sellers agreed to sell the business

and operations of restaurants (whether owned or franchised) under the “Hot Dog on a Stick” name and all primarily related

trademarks and proprietary brand elements, including all franchising, licensing, and brand management activities conducted in connection

therewith (the “HDOS Assets”) for cash in an amount equal to $8,000,000 and HDOS Purchaser’s assumption of certain

liabilities set forth in the HDOS Purchase Agreement; and (ii) that certain Asset Purchase Agreement (the “EB Purchase Agreement”)

by and among the Company and EB Franchises, LLC (together, “EB Seller”), and EB Purchaser, pursuant to which the EB

Seller agreed to sell the business and operations of restaurants (whether owned or franchised) under the “Elevation Burger”

brand and all related trademarks and proprietary brand elements, including all franchising, licensing, and brand management activities

conducted in connection therewith (the “EB Assets”) for cash in an amount equal to $2,500,000 and EB Purchaser’s

assumption of certain liabilities set forth in the EB Purchase Agreement.

accordance with the applicable Sale Orders, on June 15, 2026, (i) the Company entered into that certain Asset Purchase Agreement and

Plan of Reorganization (the “FAT Brands Purchase Agreement” and, together with the HDOS Purchase Agreement and the

EB Purchase Agreement, the “Company Purchase Agreements”) by and among the Company, FAT Brands Royalty I, LLC, FAT

Brands GFG Royalty I, LLC, FAT Brands Fazoli’s Native I, LLC, and the other Seller parties identified therein (collectively, the

“FAT Brands Sellers”), and FAT Brands Purchaser, pursuant to which the FAT Brands Sellers agreed to sell the business

and operations of restaurants, bars, and entertainment (whether owned or franchised) under the “Round Table Pizza”, “Fatburger”,

“Marble Slab Creamery”, “Johnny Rockets”, “Fazoli’s”, “Great American Cookies”,

“Buffalo’s Cafe”, “Buffalo’s Express”, “Hurricane Grill & Wings”, “Pretzelmaker”,

“Native Grill & Wings”, “Yalla Mediterranean”, “Ponderosa Steakhouse” and “Bonanza Steakhouse”

brands and all related trademarks and proprietary brand elements, including all franchising, licensing, and brand management activities

conducted in connection therewith (collectively, the “FAT Brands Assets”) for a credit bid of approximately $595 million,

comprised of obligations arising under the debtor-in-possession financing facility and certain prepetition notes obligations, and FAT

Brands Purchaser’s assumption of certain liabilities set forth in the FAT Brands Purchase Agreement, and (ii) TWNP entered into

that certain Asset Purchase Agreement and Plan of Reorganization (the “TWNP Purchase Agreement” and, together with

the Company Purchase Agreements, collectively, the “Purchase Agreements” and, each, a “Purchase Agreement”)

with TWNP, Twin Hospitality I, LLC, and the other Seller parties identified therein (collectively, the “TWNP Sellers”),

and TWNP Purchaser, pursuant to which the TWNP Sellers agreed to sell the business and operations of restaurants, bars, and entertainment

(whether owned or franchised) under the “Twin Peaks” name and all related trademarks and proprietary brand elements, including

all franchising, licensing, and brand management activities conducted in connection therewith (the “TWNP Assets”)

for a credit bid of approximately $359.5 million, comprised of obligations arising under the debtor-in-possession financing facility

and certain prepetition obligations of the Debtors under their securitization notes, and TWNP Purchaser’s assumption of certain

liabilities set forth in the TWNP Purchase Agreement.

The

foregoing descriptions of the Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the

full text of the Purchase Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report and incorporated

by reference herein. The representations and warranties contained in the Purchase Agreements were made only for the purposes of the respective

Purchase Agreements and solely for the benefit of the respective parties thereto. Those representations and warranties may be subject

to important limitations and qualifications agreed to by the contracting parties. Some of those representations and warranties may not

be accurate or complete as of any particular date because they are subject to contractual standards of materiality different from those

generally applicable to public disclosures to stockholders. Furthermore, the representations and warranties may have been made for the

purposes of allocating contractual risk between the parties to such contract or other document instead of establishing these matters

as facts, and they may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this

Current Report. Accordingly, you should not rely upon the representations and warranties in the Purchase Agreements as statements of

factual information.

Item

2.01. Completion of Acquisition or Disposition of Assets.

the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated

herein by reference.

June 5, 2026, the sale of the HDOS Assets under the HDOS Purchase Agreement closed and, on June 8, 2026, the Debtors filed a notice of

such closure at Docket Number 1469 in the Chapter 11 Cases.

June 15, 2026, the sales of the EB Assets, FAT Brands Assets, and TWNP Assets under the EB Purchase Agreement, FAT Brands Purchase Agreement

and TWNP Purchase Agreement, respectively, closed and the Debtors filed notices of such closures at, respectively, Docket Numbers 1490,

1496 and 1497 in the Chapter 11 Cases.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1*

Asset Purchase Agreement and Plan of Reorganization, dated June 15, 2026, by and among FBG Bid Co. LLC, FAT Brands Inc., FAT Brands Royalty I, LLC, FAT Brands GFG Royalty I, LLC, FAT Brands Fazoli’s Native I, LLC, and the other Seller parties identified therein

10.2*

Asset Purchase Agreement and Plan of Reorganization, dated June 15, 2026, by and among Twin Hospitality Group, Inc., Twin Hospitality I, LLC, certain direct and indirect subsidiaries of Twin Hospitality Group, Inc., TWNPKS Bid Co. LLC, and FAT Brands Inc.

10.3*

Asset Purchase Agreement, dated May 19, 2026, by and among FAT Brands Inc., certain direct and indirect subsidiaries of FAT Brands Inc., and Amazing Brands, LLC

10.4*

Asset Purchase Agreement, dated May 19, 2026, by and among FAT Brands Inc., certain direct and indirect subsidiaries of FAT Brands Inc., and TABCO International Food Catering K.S.C.C.

99.1*

FAT Brands Sale Order, dated May 19, 2026

99.2*

TWNP Sale Order, dated May 19, 2026

99.3*

HDOS Sale Order, dated May 19, 2026

99.4*

EB Sale Order, dated May 19, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

This filing excludes certain schedules and/or exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish

supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

June 18, 2026

FAT

Brands Inc.

By:

/s/

John DiDonato

John

DiDonato

Chief

Restructuring Officer

Date:

June 18, 2026

Twin

Hospitality Group Inc.

By:

/s/

John DiDonato

John

DiDonato

Chief

Restructuring Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution Version

ASSET

PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

AND AMONG

FBG

BID CO. LLC,

FAT

BRANDS INC.,

FAT

BRANDS ROYALTY I, LLC,

FAT

BRANDS GFG ROYALTY I, LLC,

FAT

BRANDS FAZOLI’S NATIVE I, LLC

AND

THE

OTHER SELLER PARTIES HERETO

Dated:

June

15, 2026

Article I DEFINITIONS

Section 1.1

Definitions

Section 1.2

Interpretations

Article II PURCHASE

AND SALE

Section 2.1

Purchase and Sale of

Assets

Section 2.2

Assumed Liabilities

Section 2.3

Consideration

Section 2.4

Closing

Section 2.5

Closing Payments and

Deliveries

Section 2.6

Assumption/Rejection

of Certain Contracts and Leases

Section 2.7

Allocation

Section 2.8

Wrong Pockets

Section 2.9

Withholding

Section 2.10

Fazoli’s Guarantee

Matters.

Article III

Sellers’ Representations and Warranties

Section 3.1

Organization of Sellers;

Good Standing; Ownership of Acquired Entity

Section 3.2

Authorization of Transaction

Section 3.3

Noncontravention; Government

Filings

Section 3.4

Title to Assets; Sufficiency

of Assets

Section 3.5

Material Contracts;

Designated Contracts

Section 3.6

Real Property

Section 3.7

Litigation; Order

Section 3.8

Labor Relations

Section 3.9

Brokers’ Fees

Section 3.10

Taxes

Section 3.11

Data Privacy

Section 3.12

Employee Benefits

Section 3.13

Intellectual Property

Section 3.14

Compliance with Laws;

Permits

Section 3.15

Environmental Matters

Section 3.16

Related Party Transactions

Section 3.17

Financial Statements

Section 3.18

Inventory; Working

Capital Assets

Section 3.19

Insurance

Section 3.20

Suppliers

Section 3.21

Absence of Certain

Changes or Events

Section 3.22

As Is, Where Is

Article IV BUYER’S

REPRESENTATIONS AND WARRANTIES

Section 4.1

Organization of Buyer;

Good Standing

Section 4.2

Authorization of Transaction

Section 4.3

Noncontravention

Section 4.4

Litigation; Order

Section 4.5

Brokers’ Fees

Section 4.6

Financial Capacity;

Adequate Assurances

Section 4.7

“AS IS”

Transaction

Article V PRE-CLOSING

COVENANTS

Section 5.1

Efforts; Cooperation

Section 5.2

Conduct of the Transferred

Business Pending the Closing

Section 5.3

Bankruptcy Court Matters

Section 5.4

Notices and Consents

Section 5.5

Notice of Developments

Section 5.6

Access

Section 5.7

Bulk Transfer Laws

Section 5.8

Intellectual Property

Matters

Section 5.9

Transfer of Permits

Section 5.10

Maintenance of Assets

Section 5.11

Settlement Order

Article VI OTHER

COVENANTS

Section 6.1

Further Assurances

Section 6.2

Access; Enforcement;

Record Retention

Section 6.3

Covered Employees.

Section 6.4

Tax Matters

Section 6.5

Press Releases and

Public Announcements

Section 6.6

Confidentiality

Section 6.7

No Successor Liability

Section 6.8

Sale Free and Clear;

Acquired Avoidance Actions and Causes of Actions

Article VII

CONDITIONS TO OBLIGATION TO CLOSE

Section 7.1

Conditions to Buyer’s

Obligations

Section 7.2

Conditions to Sellers’

Obligations

Section 7.3

No Frustration of Closing

Conditions

Section 7.4

Third-Party Consents

Article VIII

TERMINATION

Section 8.1

Termination of Agreement

Section 8.2

Effect of Termination;

Reimbursement of Expenses

Article IX MISCELLANEOUS

Section 9.1

Survival

Section 9.2

Expenses

Section 9.3

Entire Agreement

Section 9.4

Incorporation of Exhibits

and Disclosure Schedule

Section 9.5

Amendments and Waivers

Section 9.6

Succession and Assignment

Section 9.7

Notices

Section 9.8

Governing Law

Section 9.9

Submission to Jurisdiction;

Service of Process

Section 9.10

Waiver of Jury Trial

Section 9.11

Specific Performance

Section 9.12

Severability

Section 9.13

No Third Party Beneficiaries

Section 9.14

Non-Recourse

Section 9.15

Mutual Drafting

Section 9.16

Disclosure Schedule

Section 9.17

Headings; Table of

Contents

Section 9.18

Counterparts; Facsimile

and Electronic Signatures

Section 9.19

Privileged Communications

Annex

1 Sellers

Exhibit

A Closing Steps Plan

Exhibit

B Form of Bill of Sale for Acquired Assets

Exhibit

C Form of Assignment and Assumption Agreement

Exhibit

D Form of Trademark Assignment

Exhibit

E Form of Domain Name and Social Media Account

Assignment

Exhibit

F Form of Copyright Assignment

Exhibit

G [Intentionally Omitted]

Exhibit

H Non-Solicit Provision

ASSET

PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

This

Asset Purchase Agreement and Plan of Reorganization (this “Agreement”) is entered into as of June 15, 2026 by and

among FBG Bid Co. LLC, a Delaware limited liability company (“Buyer”), FAT Brands Inc., a Delaware corporation (“FAT

Brands”), FAT Brands Royalty I, LLC, a Delaware limited liability company (“FB Royalty”), FAT Brands GFG

Royalty I, LLC, a Delaware limited liability company (“GFG Royalty”), FAT Brands Fazoli’s Native I, LLC, a Delaware

limited liability company (“Fazoli’s” and, collectively with FAT Brands, FB Royalty, GFG Royalty and the direct

and indirect Subsidiaries or Affiliates of Sellers listed on Annex I (collectively, “Sellers”)). Sellers and Buyer

are referred to collectively herein as the “Parties” and each, individually, as a “Party”.

WITNESSETH

WHEREAS,

on January 26, 2026 (the “Petition Date”), FAT Brands and certain of its direct and indirect Subsidiaries (collectively,

the “Debtors”), including Sellers, filed voluntary petitions for relief (collectively, the “Bankruptcy Cases”),

under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court

for the Southern District of Texas (the “Bankruptcy Court”);

WHEREAS,

prior to the Petition Date, FB Royalty is party to that certain Base Indenture, dated as of March 6, 2020, as amended and restated as

of April 26, 2021, and as supplemented by the Series 2021-1 Supplement and Series 2022-1 Supplement thereto, dated as of April 26, 2021

and July 6, 2022, respectively (as further amended, restated, or supplemented or otherwise modified from time to time, the “Royalty

Prepetition Indenture”), by and among FB Royalty and UMB Bank, N.A. as trustee (in such capacity, the “Trustee”)

and securities intermediary, pursuant to which FB Royalty, issued, among other things, (A) (i) on April 26, 2021, $97,104,000 in aggregate

principal amount of Series 2021-1 Class A-2 senior secured 4.75% fixed rate notes, and (ii) on July 6, 2022, $42,696,000 in aggregate

principal amount of Series 2022-1 Class A-2 senior secured 4.75% fixed rate notes (collectively, the “FB Royalty A-2-I Prepetition

Notes”); (B) (i) on April 26, 2021, $32,368,000 in aggregate principal amount of Series 2021-1 Class B-2 senior 8.00% fixed

rate subordinated notes, and (ii) on July 6, 2022, $14,232,000 in principal amount of Class B-2 senior 8.00% fixed rate subordinated

notes (collectively, the “FB Royalty B-2 Prepetition Notes” and items (A)-(B), the “FB Royalty Prepetition

In-Scope Notes”) and (C) (i) on April 26, 2021, $15,000,000 in principal amount of Series 2021-1 Class M-2 9.00% fixed rate

subordinated notes, and, (ii) on July 6, 2022, $19,617,000 in principal amount of Class M-2 9.00% fixed rate subordinated notes (items

(C)(i)-(C)(ii), collectively, the “FB Royalty Prepetition Out-of-Scope Notes”);

WHEREAS,

prior to the Petition Date, Fazoli’s is party to that certain Base Indenture, dated as of December 15, 2021, as amended by Omnibus

Amendment No. 1, dated as of March 28, 2025, and as supplemented by the Series 2021-1 Supplement thereto, dated as of December 15, 2021

(as further amended, restated, supplemented or otherwise modified from time to time, the “FZ Prepetition Indenture”),

by and among Fazoli’s and the Trustee and securities intermediary, pursuant to which, on December 15, 2021, Fazoli’s issued,

among other things, (i) $128,760,000 in aggregate principal amount of Class A-2 senior secured 6.00% fixed rate notes (the “FZ

A-2-I Prepetition Notes”), (ii) $25,000,000 in principal amount of Class B-2 senior subordinated secured 7.00% fixed rate notes

(the “FZ B-2 Prepetition Notes” and, items (i)-(ii), collectively, the “FZ Prepetition In-Scope Notes”)

and (iii) $40,000,000 in principal amount of Class M-2 9.00% fixed rate subordinated notes (the “FZ Prepetition Out-of-Scope

Notes”);

WHEREAS,

prior to the Petition Date, GFG Royalty is party to that certain Base Indenture, dated as of July 22, 2021, as supplemented by the Series

2021-1 Supplement and 2022-1 Supplement thereto, dated as of July 22, 2021 and December 15, 2022, respectively (as further amended, restated,

supplemented or otherwise modified from time to time, the “GFG Prepetition Indenture” and together with the Royalty

Prepetition Indenture and the FZ Prepetition Indenture, the “Prepetition Indentures”), by and among GFG Royalty and

the Trustee and securities intermediary, pursuant to which GFG Royalty issued, among other things (A) (i) on July 22, 2021, $209,000,000

in aggregate principal amount of Series 2021-1 Class A-2 senior secured 6.00% fixed rate notes, and (ii) on December 15, 2022, $ $67,756,000

in aggregate principal amount of Series 2022-1 Class A-2 senior secured 6.00% fixed rate notes (collectively, the “GFG A-2-I

Prepetition Notes” and together with the Royalty A-2-I Prepetition Notes and the FZ A-2-I Prepetition Notes, the “A-2-I

Prepetition Notes”); (B) (i) on July 22, 2021, $84,000,000 in principal amount of Series 2021- 1 Class B-2 senior subordinated

7.00% fixed rate notes, and (ii) on December 15, 2022, $20,261,000 in principal amount of Class B-2 7.00% senior subordinated 7.00% fixed

rate notes (collectively, the “GFG B-2 Prepetition Notes” and together with the FB Royalty B-2 Prepetition Notes and

the FZ B-2 Prepetition Notes, the “B-2 Prepetition Notes”) (items (A)-(B), the “GFG Prepetition In-Scope

Notes” and, together with the FB Royalty Prepetition In-Scope Notes and the FZ Prepetition In-Scope Notes, the “Prepetition

In-Scope Notes”); (C) (i) on July 22, 2021, $57,000,000 in principal amount of Series 2021-1 Class M-2 9.50% fixed rate subordinated

notes and (ii) on December 15, 2022, $25,450,000 in principal amount of Class M-2 9.50% fixed rate subordinated notes (items (C)(i)-(C)(ii),

collectively, the “GFG Prepetition Out-of-Scope Notes” and, together with the FZ Prepetition Out-of-Scope Notes and

the FB Royalty Prepetition Out-of-Scope Notes, the “Prepetition Out-of-Scope Notes” and together with the Prepetition

In-Scope Notes, the “Prepetition Notes”).

WHEREAS,

on January 26, 2026, the Debtors established a special committee (the “Special Committee”) and authorized the Special

Committee to review, consider and, if appropriate, recommend a potential restructuring and/or recapitalization transaction, including

financing, refinancing, reorganization, recapitalization, or change of control whether by sale, merger, consolidation, or otherwise which,

for the avoidance of doubt, includes any matters relating to, arising in, or financing for the Bankruptcy Cases;

WHEREAS,

pursuant to that certain Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement entered by the Bankruptcy Court

on March 19, 2026 Docket No. 472, the Special Committee is vested with the sole and exclusive authority to manage the affairs of FAT

Brands and its Subsidiaries;

WHEREAS,

Sellers operate a multi-brand restaurant company that develops, markets, acquires, franchises and manages certain restaurant concepts;

WHEREAS,

Sellers and Buyer desire to enter into this Agreement to provide for Buyer to purchase, acquire, and assume from the applicable Seller

all of the Acquired Assets and Assumed Liabilities (which Acquired Assets and Assumed Liabilities generally comprise the Transferred

Business), all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with Sections 105,

363, 365, and other applicable provisions of the Bankruptcy Code;

WHEREAS,

each of the Parties intends that, for U.S. federal (and applicable state and local) income Tax purposes, (i) the transactions contemplated

by this Agreement (together with the transactions contemplated by the Closing Steps Plan and any other applicable documents, but excluding

any transfer by Fazoli’s Guarantors of (x) their assets to Buyer pursuant to this Agreement and (y) any consideration received

in connection therewith to their creditors, as described in Section 2.10 (collectively, “Fazoli’s Transfers”))

shall qualify as a “reorganization” within the meaning of Section 368(a) of the IRC and the Treasury Regulations thereunder,

to which each of Fat Brands and Buyer (or its regarded parent for U.S. federal income tax purposes) are parties under Section 368(b)

of the IRC and (ii) the Fazoli’s Transfers shall be treated as a taxable transaction under Section 1001 of the Code (the “Intended

Tax Treatment”), and that, solely in respect of clause (i), this Agreement is intended to constitute a “plan of reorganization”

within the meaning of Section 368 of the IRC and the Treasury Regulations thereunder.

NOW,

THEREFORE, in consideration of the mutual promises herein made, and in consideration of the representations, warranties, and covenants

herein contained, the Parties hereby agree as follows:

Article

DEFINITIONS

Section

1.1 Definitions. For purposes of this Agreement:

“A-2-I

Prepetition Notes” has the meaning set forth in the recitals.

“A-2-I

Prepetition Notes Obligations” means the “Obligations”, as defined in the Prepetition Indentures, with respect

to the A-2-I Prepetition Notes only.

“A-2-I

Prepetition Notes Obligations Amount” has the meaning set forth in Section 2.3.

“Accounts

Receivable” means, in each case, to the extent related to the Transferred Business, any and all (a) accounts receivable, credit

card receivables, notes receivable, trade accounts, retainage, unbilled receivables, contract billings, trade receivables and other amounts

receivable generated by the Transferred Business or owed to Sellers (whether current or non-current), together with all security or collateral

therefor and any interest or unpaid financing charges accrued thereon, including all causes of action pertaining to the collection of

amounts payable, or that may become payable, to Sellers with respect to products sold or services performed on or prior to the Closing

Date, (b) license and royalty receivables payable, or that may become payable, to Sellers, (c) rebate receivables from suppliers or vendors,

(d) all accounts receivable and other amounts owed to Sellers (whether current or non-current) in connection with any customer purchases

made with credit cards or any other related amounts owing (including deposits or holdbacks to secure chargebacks, offsets or otherwise)

from credit card processors to Sellers, (e) other amounts due to Sellers which Sellers have historically classified as accounts receivable

in the Financial Statements or in accordance with GAAP with respect to licenses of Owned Intellectual Property, products sold or services

performed on or prior to the Closing Date, and (f) any and all claims, remedies or other rights relating to any of the foregoing, together

with any interest or unpaid financing charges accrued thereon. Notwithstanding the foregoing, Accounts Receivable will not include any

intercompany receivables payable by or to any Seller, all of which shall be settled or extinguished in accordance with the Settlement

Term Sheet.

“Acquired

Assets” means, all of Sellers’ right, title, and interest, free and clear of all Liens (other than Permitted Liens),

in and to all of the properties, rights, interests, and other tangible and intangible assets of Sellers (wherever located and whether

or not required to be reflected on a balance sheet prepared in accordance with GAAP), including any assets acquired by Sellers after

the date hereof but prior to the Closing; provided, however, that, notwithstanding anything to the contrary herein, the

Acquired Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Acquired Assets shall include

the following assets used in or relating to the Transferred Business and owned or held by any Seller (except to the extent listed or

otherwise included as an Excluded Asset):

(a)

all Transferred Intellectual Property, including Intellectual Property set forth on Section 3.13(a) of the Disclosure Schedule,

and Transferred IT Systems, including the IT Systems listed on Section 3.13(e) of the Disclosure Schedule;

(b)

all personal property owned by Sellers, including all restaurant equipment and machinery, kitchen equipment, fixtures, trade fixtures,

chairs, tables, supplies, shelving, refrigeration equipment, computers, point-of-sale systems, hardware, computer systems, servers and

other IT Systems, silverware, linens, inventory management equipment, branding, signs, and signage located at the Transferred Locations

or at any real property leased by Sellers pursuant to an Assumed Lease;

(c)

all Designated Contracts (including Franchise Agreements) and Assumed Leases (including Assumed Leases with respect to assets falling

within any of the asset categories set forth in this definition), which may be adjusted pursuant to Section 2.6;

(d)

all food and beverage items and other Inventory;

(e)

all customer and end-user data and information, in each case, to the extent used in or related to the Transferred Business and solely

to the extent permitted to be assigned, used, or provided by Sellers under applicable Law;

(f)

all Accounts Receivable;

(g)

all Permits, in each case to the extent transferable (including all liquor licenses, permits, and related authorizations);

(h)

all books, records, and other data not described in clause (f) above, including (x) customer lists, supplier lists, mailing lists, accounting

records, documentation or records, catalogs, and printed materials relating thereto and (y) past and present customer, supplier, vendor

records, files, documents, instruments, financial, marketing, and business data, pricing and cost information, business and marketing

plans, and other information, files, correspondence, records, data, plans, reports, and recorded knowledge, historical trademark files,

prosecution files in whatever media retained or stored, including computer programs and disks, and all other books, records, instruments,

policies, procedures and documents, and all books, records, and file histories in each case to the extent within Sellers’ possession,

custody or control (it being acknowledged and agreed that (i) with respect to such books, records and data owned or maintained by FAT

Brands (and not the other Sellers), copies of such books, records and data shall be considered Acquired Assets pursuant to this clause

(h) (and FAT Brands shall retain all originals thereof) and (ii) the other Sellers shall be permitted to retain copies of any books,

records and other data constituting Acquired Assets as may be necessary or advisable for purposes of legal, regulatory or Tax compliance

or in connection with any Claims or Litigation constituting Excluded Assets or Excluded Liabilities);

(i)

all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment,

deposits, charges, sums and fees (excluding any such item relating to Taxes that are Excluded Liabilities);

(j)

all promotional materials, displays, media content, and other personal property or equipment;

(k)

all Intellectual Property Licenses;

(l)

all goodwill associated with, or attributable to the Transferred Business or any of the Acquired Assets;

(m)

all telephone, facsimile numbers, and email addresses, in each case, to the extent used in or relating to the Transferred Business or

a Transferred Location;

(n)

all Avoidance Actions to the extent against Buyer, Trustee, any suppliers, vendors, merchants, manufacturers, or other counterparties

to any Designated Contracts or Assumed Leases or any Affiliates of the foregoing, or otherwise with respect to trade obligations paid

prior to the Petition Date, and any related Claims and Litigation arising under such sections by operation of Law or otherwise, including

any and all proceeds of the foregoing;

(o)

all rights under warranties, indemnities, and similar rights against third parties in respect of the Transferred Business or the Acquired

Assets;

(p)

all cash held in the UMB Trust Accounts and Transferred Locations Cash and, for the avoidance of doubt, cash and cash equivalents held

by the Trustee as collateral to secure the obligations under the Prepetition Indentures (collectively, “Transferred Cash”);

(q)

all insurance claims and related proceeds thereof, in each case to the extent transferable and related to any Acquired Assets or Assumed

Liabilities;

(r)

all open purchase orders with customers and suppliers of the Transferred Business;

(s)

all issued and outstanding capital stock and any other equity interests of the entities set forth in Section 1.1(a)(i) of the

Disclosure Schedule (the “Acquired Entities” and such capital stock and other equity interests, the “Acquired

Equity Interests”);

(t)

all assets, properties and rights to the extent owned, leased by or licensed (to the extent such underlying lease is a Designated Contract

or Assumed Lease), or otherwise used or held for use by any Sellers in connection with or related to and material to the Transferred

Business; and

(u)

all insurance policies set forth on Section 1.1(a)(iii) of the Disclosure Schedule.

“Acquired

Entities” has the meaning set forth in the definition of “Acquired Assets”.

“Acquired

Equity Interests” has the meaning set forth in the definition of “Acquired Assets”.

“Administrative

Claim” means any Claim for costs and expenses of administration during the Bankruptcy Cases pursuant to sections 328, 330,

363, 364(c)(1), 365, 503(b), 507(a)(2) or 507(b) of the Bankruptcy Code, including, without limitation: (a) any actual and necessary

costs and expenses incurred on or after the Petition Date of preserving and operating the businesses of Sellers; (b) Claims pursuant

to section 503(b)(9) of the Bankruptcy Code; and (c) all fees and charges assessed against the Debtors pursuant to sections 1911 through

1930 of chapter 123 of title 28 of the United States Code.

“Affiliate”

means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls,

is controlled by, or is under common control with, such specified Person, where “control” means the power, directly or indirectly,

to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities,

by contract, or otherwise.

“Affiliate

Agreement” has the meaning set forth in Section 3.16.

“Agreement”

has the meaning set forth in the preamble.

“Allocation

Schedule” has the meaning set forth in Section 2.7.

“Assignment

and Assumption Agreement” has the meaning set forth in Section 2.5(a)(ii).

“Assumed

Leases” means any Lease listed or referenced on Section 2.6(a) of the Disclosure Schedule designated by Buyer (in its

sole discretion) for assumption and assignment to Buyer (or its designee) in accordance with Section 2.1 and Section 2.2

effective on and as of the Closing (including any amendment or modification that may contain lease concessions) as set forth on Section

2.6(b) of the Disclosure Schedule.

“Assumed

Liabilities” means the following Liabilities of Sellers (to the extent not satisfied prior to the Closing):

(a)

all Liabilities under or relating to the Acquired Assets to the extent such Liabilities first arise from and after the Closing Date (and

excluding, for the avoidance of doubt, any Liabilities with respect to events, circumstances or occurrences that first arise prior to

the Closing other than as expressly set forth herein);

(b)

all Liabilities (i) to pay for goods or services ordered with respect to the Transferred Business, prior to the Closing, but that are

not delivered or performed until after the Closing, (ii) to satisfy open purchase orders with customers and suppliers of the Transferred

Business that constitute Acquired Assets, and (iii) with respect to the Administrative Claims set forth on Section 1.1(b)(i) of

the Disclosure Schedule;

(c)

all (i) sales promotions, rebates (including pursuant to any Franchise Agreements constituting a Designated Contract), coupons, gift

cards and certificates, (ii) Liabilities in respect of advertising funds advanced or paid by franchisees of the Transferred Business

and (iii) customer prepayments and overpayments, customer refunds, credits, credit card payables, reimbursements and related adjustments,

in each case to the extent related to the Acquired Assets or the Transferred Business;

(d)

all Cure Costs related solely to the Designated Contracts and Assumed Leases that will be assumed by Sellers and assigned to Buyer (or

its designee), including, for the avoidance of doubt, with respect to all liabilities to franchisees under any Franchise Agreement assigned

to Buyer (or its designee) as a Designated Contract;

(e)

all Liabilities with respect to (i) all claims with respect to Transferred Employees and their dependents under Seller Benefit Plans

that are self-insured welfare plans, (ii) wages, salaries, commissions, and retention payments earned and accrued in the Ordinary Course

of Business with respect to the Transferred Employees as of the Transition Period Closing (or, for Inactive Employees who become Transferred

Employees, the date such Inactive Employee becomes a Transferred Employee) but, for the avoidance of doubt, excluding any other accrued

compensation elements, such as non-retention bonuses or long-term incentives; (iii) expense reimbursements for any expenses incurred,

but not yet reimbursed, in the Ordinary Course of Business with respect to a Transferred Employee as of the Transition Period Closing

(or, for Inactive Employees who become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee); and (iv)

the Seller Benefit Plans, if any, set forth in Section 1.1(b)(ii) of the Disclosure Schedule (such Seller Benefit Plans, the “Assumed

Seller Plans”) as of the Transition Period Closing (or, for Inactive Employees who become Transferred Employees, the date such

Inactive Employee becomes a Transferred Employee);

(f)

all Liabilities related to Transferred Employees that arise from Buyer’s acts or omissions but solely to the extent that such Liabilities

relate to events occurring after the Transition Period Closing (or, for Inactive Employees who become Transferred Employees, the date

such Inactive Employee becomes a Transferred Employee); and

(g)

all Liabilities for (i) Taxes that relate to the Acquired Assets or the Assumed Liabilities with respect to Post-Closing Tax Periods

allocable to Buyer in accordance with Section 6.4(a), (ii) sales and use Taxes in respect of the Transferred Business (other than

any such Taxes arising as a result of the Transactions hereunder) arising in the ordinary course of business for the months of May 2026

and June 2026 and (iii) Property Taxes described in Section 6.4(a).

“Auction”

has the meaning set forth in the Bidding Procedures Order.

“Audited

Financial Statements” has the meaning set forth in Section 3.17.

“Avoidance

Action” means any avoidance action under Chapter 5 of the Bankruptcy Code or any Litigation, including any claim or cause of

action under Sections 502, 510, 541, 544, 545, 547, 548, 549, 550, 551 or 553 of the Bankruptcy Code, or under related state or federal

statutes or common law, including fraudulent transfer and fraudulent conveyance law.

“B-2

Prepetition Notes” has the meaning set forth in the recitals.

“B-2

Prepetition Notes Obligations” means the “Obligations”, as defined in the Prepetition Indentures, with respect

to the B-2 Prepetition Notes only.

“B-2

Prepetition Notes Obligations Amount” has the meaning set forth in Section 2.3.

“B-2

Prepetition Notes Obligations Base Amount” means fifty-eight million five hundred thousand dollars ($58,500,000).

“Back-up

Bidder” means the Person designated at the Auction as having submitted the next highest offer to the offer submitted by the

Prevailing Bidder.

“Bankruptcy

Cases” has the meaning set forth in the recitals.

“Bankruptcy

Code” has the meaning set forth in the recitals.

“Bankruptcy

Court” has the meaning set forth in the recitals.

“Bid

Deadline” has the meaning set forth in the Bidding Procedures Order.

“Bidding

Procedures” has the meaning set forth in the Bidding Procedures Order.

“Bidding

Procedures Motion” means the motion filed by Sellers with the Bankruptcy Court seeking entry of the Bidding Procedures Order

[Docket No. 420].

“Bidding

Procedures Order” means an Order entered by the Bankruptcy Court on April 9, 2026, granting the relief requested in the Bidding

Procedures Motion [Docket No. 595].

“Bill

of Sale” has the meaning set forth in Section 2.5(a)(i).

“Books

and Records” means the files, documents, instruments, books, reports and records maintained by or on behalf of Sellers that

are related to the Transferred Business, the Acquired Assets, the Transferred Employees or the Assumed Liabilities.

“Business

Day” means any day, other than a Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York

or is a day on which banking institutions located in the State of New York are authorized or required by Law or other governmental action

to close.

“Business

Marks” means all Trademarks in all classes of goods and services containing, in whole or in part, the names, terms or logos

listed on Section 3.13(a) of the Disclosure Schedule, or any combinations or variation thereof.

“Business

Names” means, collectively, “FAT Brands”, “FAT Brands Foundation”, “Round Table Pizza”,

“Fatburger”, “Marble Slab Creamery”, “Johnny Rockets”, “Fazoli’s”, “Great

American Cookies”, “Buffalo’s Cafe”, “Buffalo’s Express”, “Hurricane Grill & Wings”,

“Pretzelmaker”, “Native Grill & Wings”, “Yalla Mediterranean”, “Ponderosa Steakhouse”,

“Marble Slab Creamery” and “Bonanza Steakhouse”.

“Buyer”

has the meaning set forth in the preamble.

“Cash

Management Motion” means the Emergency Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to (A)

Continue Existing Cash Management System, (B) Maintain Existing Business Forms and Intercompany Arrangements, and (C) Continue Intercompany

Transactions; and (II) Granting Related Relief [Docket No. 14].

“Claim”

means any claim within the meaning of Section 101(5) of the Bankruptcy Code.

“Closing”

has the meaning set forth in Section 2.4.

“Closing

Date” has the meaning set forth in Section 2.4.

“Closing

Steps Documentation” has the meaning set forth in Section 5.3(f).

“Closing

Steps Plan” means the transaction structuring steps plan as mutually agreed by the Parties prior to the Closing Date and which,

upon such agreement, shall be set forth on Exhibit A hereto.

“COBRA”

means Sections 601 through 608 of ERISA and Section 4980B of the IRC.

“Competing

Bid” means any proposal, offer or transaction with respect to a plan of reorganization or dissolution, winding up, liquidation,

reorganization, assignment for the benefit of creditors, merger, consolidation, business combination, joint venture, partnership, sale

of assets or equity interests, financing (debt or equity), refinancing or restructuring, in each case, all or substantially all of the

Acquired Assets (other than the transactions contemplated in this Agreement) that competes with or renders consummation of the transactions

contemplated in this Agreement unable to be consummated or would reasonably be expected to materially frustrate the purposes of this

Agreement.

“Contract”

means any agreement, contract, license, arrangement, commitment, promise, obligation, right, instrument, document, or other similar understanding,

which in each case is in writing and signed by parties intending to be bound thereby (other than any Leases).

“Copyright

Assignment” has the meaning set forth in Section 2.5(a)(v).

“Covered

Employee” has the meaning set forth in Section 6.3(a).

“Credit

Bid Amount” has the meaning set forth in Section 2.3.

“Cure

Costs” means all amounts payable, and obligations that must be satisfied in order to cure any monetary defaults through the

Closing Date that are required to be cured under Section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate, pursuant to the

Bankruptcy Code, the assumption of executory Contracts and Leases, as set forth on Section 2.6(a) of the Disclosure Schedule.

“Cure

Schedules” has the meaning set forth in Section 2.6(a).

“Debtors”

has the meaning set forth in the recitals.

“Deferred

License” has the meaning set forth in Section 5.9.

“Deficiency

Claims” has the meaning set forth in Section 5.3(j).

“Designated

Contracts” means any Contract listed or referenced on Section 2.6(b) of the Disclosure Schedule designated by Buyer

(in its sole discretion) for assumption and assignment to Buyer (or its designee) in accordance with Section 2.1 and Section

2.2 effective on and as of the Closing as set forth on Section 2.6(b) of the Disclosure Schedule.

“Designation

Notice” has the meaning set forth in Section 2.6(f).

“DIP

Agent” means UMB Bank, N.A., in its capacity as administrative agent and collateral agent under the DIP Credit Agreement.

“DIP

Credit Agreement” means the debtor-in-possession credit agreement, dated March 25, 2026, entered into by Fat Brands and certain

other Sellers, Twin Hospitality Group, Twin Hospitality, the DIP Lenders and the other parties thereto, that governs the DIP Facility,

as amended, restated, amended and restated, modified or supplemented from time to time.

“DIP

Facility” means the FBG DIP Facility (as defined in the DIP Credit Agreement).

“DIP

Lenders” means the FBG DIP Lenders (as defined in the DIP Credit Agreement).

“DIP

Obligations” means the FBG DIP Obligations (as defined in the DIP Credit Agreement).

“DIP

Obligations Amount” has the meaning set forth in Section 2.3.

“DIP

Order” means the First Interim DIP Order, the Second Interim DIP Order and any subsequent Order of the Bankruptcy Court approving

the DIP Facility on an interim or final basis.

“Disclosure

Schedule” has the meaning set forth in Article III.

“Domain

Name and Social Media Account Assignment” has the meaning set forth in Section 2.5(a)(iv).

“Elevation

Burger APA” means that certain Asset Purchase Agreement dated as of the date hereof, by and among FAT Brands, certain Subsidiaries

and Affiliates of FAT Brands identified therein, and TABCO International Food Catering K.S.C.C., a Kuwait Shareholding Company (Closed),

as approved by the Bankruptcy Court.

“Elevation

Burger Business” means the business and operations conducted by Sellers in the franchising of restaurant concepts under the

“Elevation Burger” name and all primarily related Trademarks and proprietary brand elements, including all franchising, licensing,

and brand management activities conducted in connection therewith.

“Employment

Contract” has the meaning set forth in Section 6.3(a).

“Environmental

Law” means any federal, state or local, or foreign law, statute, code, ordinance, rule, or regulation relating to pollution,

the protection of the environment or natural resources, or the management, use or disposal of Hazardous Materials.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA

Affiliate” means any Person (whether or not incorporated) that, at any relevant time, is or was treated as a single employer

with any Seller for purposes of Section 414 of the IRC.

“Excluded

Assets” means the following assets (including all properties, rights, interests and claims of every kind and description with

respect thereto) of Sellers:

(a)

all files, books, records and documents prepared in connection with this Agreement or the transactions contemplated hereby or otherwise

relating to the Bankruptcy Cases (including all files, books, records, and documents constituting work product of Sellers’ legal

counsel and all Privileged Communications), all minute books, corporate records (such as stock registers), and organizational documents

of Sellers, Tax Returns and Tax work papers in respect of Taxes of Sellers, and all other documents not related to the Transferred Business,

the Transferred Locations, the Acquired Assets, or the Covered Employees, including all rights, privileges and interest of Sellers in

respect of the foregoing;

(b)

any Contract that is not a Designated Contract and any Lease that is not an Assumed Lease, which may be updated pursuant to Section

2.6;

(c)

any insurance policies not specifically identified as Acquired Assets, including any director and officer insurance policies and binders,

and any and all claims, refunds, and credits from insurance claims, insurance policies, or binders due or to become due with respect

to such policies or binders and all rights to proceeds thereof;

(d)

all Claims and Litigation owned by Sellers against any current or former directors and officers;

(e)

all Retained Causes of Action and all rights to any proceeds thereof;

(f)

any refund or overpayment of Taxes (except Property Taxes subject to Section 6.4) that are Excluded Liabilities;

(g)

all cash and cash equivalents of Sellers other than Transferred Cash;

(h)

any Avoidance Actions that are not an Acquired Asset;

(i)

all shares of capital stock or other equity interests of any Seller and all securities convertible into or exchangeable or exercisable

for shares of capital stock or other equity interests of any Seller or any other Person except the Acquired Entities;

(j)

all assets, properties, rights, interests, and Claims of every kind and description of any Seller (i) that constitute “Acquired

Assets” as defined in the TWN Asset Purchase Agreement, (ii) to the extent exclusively used in or exclusively related to the Elevation

Burger Business, (iii) to the extent primarily used in or primarily related to the Hot Dog on a Stick Business, or (iv) that are described

on Section 1.1(c)(i) of the Disclosure Schedule; and

(k)

any intercompany receivables payable by or to any Seller, all of which shall be settled or extinguished in accordance with the Settlement

Term Sheet.

“Excluded

Liabilities” means any Liabilities of Sellers, other than the Assumed Liabilities, but shall not include any Liabilities of

the Acquired Entities or their Subsidiaries. Without limiting the generality of the foregoing, the Excluded Liabilities include the following

(except to the extent listed or otherwise included as Assumed Liabilities or constituting Liabilities of the Acquired Entities or their

Subsidiaries):

(a)

all Liabilities with respect to events, circumstances or occurrences that first arise prior to the Closing other than to the extent expressly

included as Assumed Liabilities;

(b)

any Liability to the extent relating to or arising out of the Excluded Assets (including in respect of the Elevation Burger Business

and the Hot Dog on a Stick Business);

(c)

any Liability for Taxes except for any Taxes that are expressly assumed in accordance with the definition of Assumed Liabilities;

(d)

all Liabilities of Sellers under this Agreement or any Related Agreement and the transactions contemplated hereby or thereby;

(e)

any Liability associated with any and all indebtedness for borrowed money, including any guarantees of third-party obligations, and reimbursement

obligations to guarantors of Sellers’ obligations or under letters of credit of any Seller;

(f)

any Liabilities in respect of any Contracts or Leases that are not Designated Contracts or Assumed Leases, respectively;

(g)

all Liabilities with respect to the termination of employment of any Seller “insiders” (as such term is defined in Section

101(31) of the Bankruptcy Code);

(h)

except to the extent that any such Liabilities are specifically assumed by Buyer pursuant to items (e) and (f) of the definition of “Assumed

Liabilities”, any and all Liabilities arising under or relating to any Seller Benefit Plan;

(i)

except to the extent that any such Liabilities are specifically assumed by Buyer pursuant to items (e) or (f) of the definition of “Assumed

Liabilities”, all Liabilities for any and all claims by or on behalf of, relating to or with respect to such Seller’s current

or former employees, including any Transferred Employee relating to periods ending, or events occurring, on or prior to the Transition

Period Closing (or, for Inactive Employees who become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee),

including claims arising under or relating to employment practices, terms and conditions of employment, labor relations, union organizing,

employee safety and health, wages and hours, fair labor standards, child labor, employee leaves of absence, unemployment insurance, disability

rights or benefits, immigration, plant closings and layoffs, equal employment opportunity, discrimination, harassment, affirmative action,

breach of contract and wrongful discharge, employee grievances and Liability for any pension, profit sharing, deferred compensation (and

the funding of any such benefits relating to all income earned by such Seller’s current or former employees, including any Transferred

Employee, to the extent relating to periods ending on or prior to the Transition Period Closing (or, for Inactive Employees who become

Transferred Employees, the date such Inactive Employee becomes a Transferred Employee)), workers’ compensation or any other employee

health, welfare or other benefit plans or claims thereunder;

(j)

all Liabilities with respect to unused vacation time, sick leave time and other paid time off earned and accrued with respect to the

Transferred Employees as of the Transition Period Closing (or, for Inactive Employees who become Transferred Employees, the date such

Inactive Employee becomes a Transferred Employee);

(k)

all Liabilities with respect to bonuses or long-term incentives accrued with respect to the Transferred Employees as of the Transition

Period Closing (or, for Inactive Employees who become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee);

(l)

all Liabilities of Sellers to Sellers’ equity holders respecting dividends, distributions in liquidation, redemptions of interests,

option payments, or otherwise, and any Liability of Sellers pursuant to any Affiliate Agreement;

(m)

all Liabilities relating to Litigation, claims, actions, suits, arbitrations, litigation matters, proceedings, or investigations (in

each case whether involving private parties, Governmental Authorities, or otherwise) involving, against, or affecting any Acquired Asset,

the Transferred Business, Sellers, or any assets or properties of Sellers, commenced, filed, initiated, or threatened before the Closing

and to the extent relating to facts, events, or circumstances arising or occurring before the Closing, including the Retained Causes

of Action; and

(n)

any intercompany payables payable by or to any Seller, all of which shall be settled or extinguished in accordance with the Settlement

Term Sheet.

“FAT

Brands” has the meaning set forth in the preamble.

“Fazoli’s

Guarantee” means that certain obligation of the Guarantors under that certain Guarantee and Collateral Agreement, dated December

15, 2021 entered into in connection with the FZ Prepetition Indenture (the “Guarantee and Collateral Agreement”).

“Fazoli’s

Guarantors” means those certain Guarantors under the Guarantee and Collateral Agreement.

“Fazoli’s

Transfers” has the meaning set forth in the preamble.

“Final

Order” means an Order of the Bankruptcy Court or any other court of competent jurisdiction (a) as to which the time to appeal

shall have expired and as to which no appeal shall then be pending or (b) if a timely appeal shall have been filed or sought, either

(i) no stay of the Order shall be in effect, (ii) no motion or application for a stay of the Order shall be filed and pending or such

motion or application shall have been denied, or (iii) if such a stay shall have been granted, then (A) the stay shall have been dissolved

or (B) a final order of the district court or circuit court having jurisdiction to hear such appeal shall have affirmed the Order and

the time allowed to appeal from such affirmance or to seek review or rehearing thereof shall have expired and the taking or granting

of any further hearing, appeal or petition for certiorari shall not be permissible, and if a timely appeal of such district court or

circuit court Order or timely motion to seek review or rehearing of such Order shall have been made, any appellate court having jurisdiction

to hear such appeal or motion (or any subsequent appeal or motion to seek review or rehearing) shall have affirmed the district court’s

(or lower appellate court’s) order upholding the Order of the Bankruptcy Court and the time allowed to appeal from such affirmance

or to seek review or rehearing thereof shall have expired and the taking or granting of any further hearing, appeal or petition for certiorari

shall not be permissible; provided, however, that Buyer in its sole discretion may treat any Order for which a motion or

application for a stay is pending as a Final Order by affirmatively agreeing to such treatment in a writing signed by Buyer as long as

such motion or application remains pending. For the avoidance of doubt, the possibility that a motion under Rule 60 of the Federal Rules

of Civil Procedures, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall

not cause an order to not be a Final Order.

“Financial

Statements” has the meaning set forth in Section 3.17.

“First

Interim DIP Order” means the Interim Order (I) Authorizing the Debtors to Use Cash Collateral and Obtain Secured Postpetition

Financing; (II) Granting Liens and Superpriority Administrative Claims; (III) Providing Adequate Protection; (IV) Scheduling a Final

Hearing; and (V) Granting Related Relief [Docket No. 473].

“Franchise

Agreements” means the franchise agreements between a Seller, on one hand, and a franchisee, on the other, for the operation

of any Transferred Locations.

“Fraud”

means common law fraud under Delaware Law with respect to the making of the representations and warranties set forth in Article III

or Article IV of this Agreement as modified by the Disclosure Schedule, as applicable. For the avoidance of doubt, “Fraud”

does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any claims based on negligent or reckless

misrepresentation.

“GAAP”

means United States generally accepted accounting principles consistently applied.

“Governmental

Authority” means any federal, state, local, or foreign government or governmental or regulatory authority, agency, board, bureau,

commission, court, department, or other governmental entity.

“Hazardous

Materials” means all materials, substances, wastes, pollutants, chemicals or contaminants that are listed, defined, designated,

regulated or classified, or pursuant to which liability is or could be imposed, under Environmental Law, including petroleum and derivatives

thereof, asbestos, polychlorinated biphenyls, per- and polyfluoroalkyl substances.

“Hot

Dog on a Stick APA” means that certain Asset Purchase Agreement dated as of the date hereof, by and among FAT Brands, certain

Subsidiaries and Affiliates of FAT Brands identified therein, and Hot Dog on a Stick Buyer, as approved by the Bankruptcy Court.

“Hot

Dog on a Stick Business” means the business and operations conducted by Sellers of the operation of restaurants (whether owned

or franchised) under the “Hot Dog on a Stick” name and all primarily related Trademarks and proprietary brand elements, including

all franchising, licensing, and brand management activities conducted in connection therewith.

“Hot

Dog on a Stick Buyer” means Amazing Brands, LLC, a Nevada limited liability company, or its assignee.

“Identified

IP” has the meaning set forth in Section 2.8(b).

“Inactive

Employee” has the meaning set forth in Section 6.3(a).

“Insurance

Policies” has the meaning set forth in Section 3.19.

“Intellectual

Property” means any and all intellectual property and other similar proprietary right, and all rights, title, and interest

therein and thereto, in any jurisdiction in the world (whether arising under statutory or common law, contract, or otherwise), that includes

rights pretraining to or arising from: (a) inventions, discoveries, processes, designs, techniques, and developments, whether or not

patentable; (b) patents, patent applications, industrial design registrations and applications therefor, divisions, continuations, continuations-in-part,

reissues, renewals, registrations, re-examinations, extensions, provisional applications, and any foreign or international equivalent

of any of the foregoing; (c) Trademarks; (d) trade secrets, confidential or proprietary information and data, recipes, ingredients, technical

information, know-how, product designs, blueprints, formulas and proprietary methods and processes (collectively, “Trade Secrets”);

(e) works of authorship, including copyrights, moral rights, design rights, copyright applications, copyright registrations and rights

to prepare derivative works; and (f) domain names and social media accounts (including user names and passwords); (g) computer software

and firmware, including source code, object code, and software-related specifications and documentation; and (h) the right to sue for

infringement and other remedies against infringement of any of the foregoing; and (i) rights to protection of interests in the foregoing

under the laws of all jurisdictions.

“Intellectual

Property Licenses” means (a) any grant to a third Person of any right to use any Owned Intellectual Property and (b) any grant

to Sellers of a right to use a third Person’s Intellectual Property rights or IT Systems included in the Transferred Intellectual

Property.

“Intended

Tax Treatment” has the meaning set forth in the recitals.

“Inventory”

means, with respect to any Transferred Location, all of Sellers’ inventory and goods now owned or hereinafter acquired, held at

or in transit to such Transferred Location, in each case to the extent used in or relating to the operation of such Transferred Location,

including all such inventory and goods that (a) are held by Sellers for sale or to be furnished by Sellers under a Contract of service

or (b) consist of raw materials, work in process, finished goods, supplies, or material used or consumed in connection with the operation

of such Transferred Location maintained or held by, stored by or on behalf of, or in transit to, any such Transferred Location.

“IRC”

means the Internal Revenue Code of 1986, as amended.

“IRS”

means the Internal Revenue Service.

“IT

Systems” means the computers, networks, software, firmware, middleware, servers, routers, hubs, switches, electronic data processing,

information, record keeping, communications, telecommunications, networks, peripherals and computer systems, hardware and communication,

information technology, operational technology, automated processes and storage assets, equipment, systems and services, including any

outsourced systems and processes, and other similar or related items of automated, computerized, digital, or software systems, and any

data contained in any of the foregoing.

“Knowledge”

means (a) with respect to Sellers, the actual knowledge of John DiDonato, Abhimanyu Gupta or Allen Sussman, and (b) with respect to Buyer,

the actual knowledge of Anthony Ackil, Mitchell Kahn or Austin Brinson.

“Law”

means any constitution applicable to, and any statute, treaty, code, rule, regulation, ordinance, of any kind of, any Governmental Authority,

including at common law.

“Leased

Location” has the meaning set forth in Section 3.6.

“Leases”

means all leases, subleases, licenses, concessions, options, contracts in the nature of real estate occupancy, extension letters, assignments,

termination agreements, subordination agreements, nondisturbance agreements, estoppel certificates, and other written agreements, any

amendments or supplements to the foregoing, and recorded memoranda of any of the foregoing, pursuant to which any Seller holds any leasehold

or subleasehold estates and other rights in respect of any Transferred Locations.

“Liability”

means any debt, adverse claim, loss, claim, lien, damage, demand, fine, Taxes, judgment, penalty, liability, duty, responsibility, expense

(including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of Litigation

or other action or of any claim, default or assessment) or obligation of any kind, character, description or nature (whether known or

unknown, fixed, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, direct or indirect,

disputed or undisputed, ascertained or ascertainable, joint or several, vested or unvested, determined or determinable, executory, in

contract, tort, strict liability or otherwise or otherwise due or to become due) regardless of when arising.

“Lien”

shall have the broadest meaning possible pursuant to the Bankruptcy Code, including any lien (statutory or otherwise), Claim, right,

demand, encumbrance, deed of trust, indenture, right of first offer, easement, encroachment, right-of-way, judgment, preemptive right,

collateral assignment, title defect, servitude, restrictive covenant, transfer restriction under any shareholder or similar agreement,

mortgage, pledge, charge, security interest or similar interest, option, right of first refusal, security agreement, or other encumbrance

or restriction on the use or transfer of any property, hypothecation, license, preference, priority, covenant, right of recovery, order

of any Governmental Authority, of any kind or nature (including (a) any conditional sale or other title retention agreement and any lease

having substantially the same effect as any of the foregoing, (b) any assignment or deposit arrangement in the nature of a security device,

and (c) any leasehold interest, license, or other right, in favor of a third party or a Seller, to use any portion of the Acquired Assets),

community or other marital property interest, condition, equitable interest, impositions, imperfections, defects, limitations or restrictions

of any nature or kind whatsoever, including any restriction on use, voting (in the case of any security or equity interest), transfer,

receipt of income or exercise of any other attribute of ownership, whether secured or unsecured, choate or inchoate, filed or unfiled,

scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or non-material, known

or unknown; provided, however, that “Lien” shall not be deemed to include any license of Intellectual Property.

“Litigation”

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, summons, subpoena, arbitration or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether

at law or in equity, including under common law, statute, or the Bankruptcy Code, and whether before any Governmental Authority or arbitral

body.

“Material

Adverse Effect” means any event, effect, condition, fact, circumstance, or change that has, or could reasonably be expected

to (A) have, individually or in the aggregate, a material adverse effect on the Acquired Assets or the business, properties, liabilities,

financial condition, results of operations of the Transferred Business, taken as a whole, or (B) prevent or materially impair the ability

of Sellers to consummate the transactions contemplated hereby at the Closing, other than, solely in the case of the preceding clause

(A) any effects, circumstances, or changes to the extent arising from or related to: (a) general business or economic conditions in any

of the geographical areas in which the Transferred Locations operate; (b) any condition or occurrence affecting restaurants or the restaurant

industry generally; (c) national or international political or social conditions, including the engagement by any country in hostilities,

whether commenced before or after the date hereof and whether or not pursuant to the declaration of a national emergency or war, or the

occurrence of any military or terrorist attack (including any escalation or worsening of any hostilities, military actions, or terrorist

attacks, including those involving Russia or Ukraine, Iran, U.S., Israel or Hamas, or any other geopolitical conflict); (d) financial,

banking or securities markets (including any disruption thereof or any decline in the price of securities generally or any market or

index); (e) the occurrence of any act of God or other calamity or force majeure events (whether or not declared as such), including any

civil disturbance, embargo, natural disaster, fire, flood, hurricane, tornado, or other weather or geological event; (f) any pandemic,

epidemic, disease outbreak, or public health crisis (including COVID-19 or any variant thereof), including the occurrence, continuation,

or worsening thereof, and any quarantine, “shelter in place,” “stay at home” or similar restrictions, or any

other actions, guidelines, recommendations, or mandates by any Governmental Authority in response thereto; (g) changes in Law or accounting

rules (including GAAP); (h) the taking of any action at the express written request of Buyer; (i) any effects or changes as a result

of the announcement, pendency, or completion of the transactions contemplated by this Agreement, including losses or threatened losses

of employees, customers, suppliers, distributors, franchisees, landlords, licensors, licensees, creditors, or others having relationships

with Sellers; (j) the commencement or pendency of the Bankruptcy Cases; (k) the closing of any restaurants or locations not acquired

by Buyer or the sale of any other assets or businesses to any third parties by any Seller or any of its Affiliates; (l) the failure of

Sellers or the Transferred Business to meet any internal or published projections, forecasts, budgets, estimates, performance metrics,

or operating statistics (it being understood that the foregoing shall not preclude any assertion that the facts or occurrences giving

rise to or contributing to such failure that are not otherwise excluded from this definition should be deemed to constitute, or be taken

into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); (m) any effects

or changes arising from or related to the breach of the Agreement by Buyer; (n) any tariffs, duties, sanctions, import or export restrictions,

or similar trade restrictions imposed, modified, or threatened by any Governmental Authority; (o) the failure of Sellers to obtain any

consent, permit, authorization, waiver, or approval required in connection with the transactions contemplated hereby; and (p) any items

set forth in Section 3.21(b) of the Disclosure Schedule (Absence of Certain Changes or Events); provided, however,

that the effects, circumstances, or changes set forth in clauses (a)-(g) and (n) may be taken into account in determining whether there

has been or is a Material Adverse Effect if such effect, circumstance, or change has a disproportionate impact on the Transferred Business,

taken as a whole, relative to the other participants in the industries and markets in which the Transferred Business operates.

“Material

Suppliers” means the ten (10) largest distributors and suppliers (measured by fees paid or payable) of the Transferred Business

for the twelve (12) month period ended most recently prior to the Petition Date.

“Multiemployer

Plan” has the meaning set forth in Section 3.12(c).

“Non-Recourse

Party” has the meaning set forth in Section 9.14(b).

“Non-Seller

Affiliate” means any Affiliate of Sellers that is not a Seller.

“Order”

means any order, writ, judgment, injunction, decree, rule, ruling, directive, determination or other award made, issued, entered or rendered

by or with any Governmental Authority, whether preliminary, interlocutory or final, including any Order entered by the Bankruptcy Court

in the Bankruptcy Cases (including the Sale Order).

“Ordinary

Course of Business” means the ordinary and usual course of normal day-to-day operations of the Transferred Business through

the Petition Date consistent with past practice, but subject, however, to any Order entered by the Bankruptcy Court or changes arising

or resulting from the filing or pendency of the Bankruptcy Cases.

“Outside

Back-up Date” has the meaning set forth in Section 5.3(d).

“Owned

Intellectual Property” means all Intellectual Property owned or purported to be owned by any of Sellers.

“Party/Parties”

has the meaning set forth in the preamble.

“Permit”

means any regulatory license, franchise, approval, authorization, permit, license, order, registration, certificate, variance, or similar

right obtained from any Governmental Authority.

“Permitted

Lien” means (a) Liens for Taxes not yet due or the amount or validity of which is being contested in good faith by appropriate

actions and for which adequate reserves have been made with respect thereto in accordance with GAAP or the nonpayment of which is permitted

or required by the Bankruptcy Code where such Lien will be released from the Acquired Assets pursuant to the Bankruptcy Code; (b) mechanic’s,

workmen’s, repairmen’s, warehousemen’s, carrier’s, or other similar Liens, including all statutory liens, arising,

or incurred in the Ordinary Course of Business for amounts which are not yet due or the amount or validity of which is being contested

in good faith by appropriate actions and for which adequate reserves have been made with respect thereto in accordance with GAAP; (c)

with respect to leased or licensed real or personal property, the terms and conditions of the lease, license, sublease, or other occupancy

agreement applicable thereto that are customary; (d) with respect to any leased real property, usual, and customary zoning, building

codes, and other land use laws regulating the use or occupancy of such leased real property or the activities conducted thereon that

are imposed by any Governmental Authority having jurisdiction over such leased real property; (e) usual and customary easements, covenants,

conditions, restrictions, and other similar matters affecting title to real property and other encroachments and title and survey defects

which are not violated in any material respect or which do not materially restrict the continued operation of existing businesses at

such location; (f) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business; and (g) any Lien or other

priority of payment under the Indenture in favor of the Trustee with respect to the payment of the Trustee’s fees and expenses.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization, or any other entity, including any Governmental Authority or any group of any of the foregoing.

“Personal

Information” has the meaning set forth in Section 3.11.

“Petition

Date” has the meaning set forth in the recitals.

“Post-Closing

Tax Period” means any taxable period (or portion thereof) beginning after the Closing Date.

“Post-Closing

Designated Agreement” has the meaning set forth in Section 2.6(f).

“Post-Closing

Designated Contract” has the meaning set forth in Section 2.6(f).

“Post-Closing

Designated Lease” has the meaning set forth in Section 2.6(f).

“Post-Closing

Designation Period” means, with respect to any Reserved Contract or Reserved Lease to be assumed and assigned or rejected pursuant

to Section 2.6(f), the period from and after the Closing Date through and including the date that is the earlier of (i) sixty (60) days

after the Closing Date and (ii) confirmation of a chapter 11 plan involving Sellers by the Bankruptcy Court.

“Post-Closing

Designation Period Costs” has the meaning set forth in Section 2.6(f).

“Prepetition

In-Scope Notes” has the meaning set forth in the recitals.

“Prepetition

Indentures” has the meaning set forth in the recitals.

“Prepetition

Notes” has the meaning set forth in the recitals.

“Prepetition

Notes Obligations Amount” has the meaning set forth in Section 2.3.

“Prepetition

Out-of-Scope Notes” has the meaning set forth in the recitals.

“Prevailing

Bidder” has the meaning set forth in Section 5.3(d).

“Privileged

Communications” means any attorney-client communications, confidences, files, work product or other communications related

to matters for which any Seller has engaged Latham & Watkins LLP or any other counsel in connection with a possible negotiated sale

of all or any portion of the assets or outstanding equity, or any merger, consolidation, refinancing or similar transaction involving

any Seller, whether such negotiated transaction occurs out-of-court or pursuant to a state or federal bankruptcy or insolvency proceeding,

or any financing transaction.

“Proposed

Cure Costs” has the meaning set forth in Section 2.6(a).

“Proprietary

Software” means any or all proprietary software owned or purported to be owned, in whole or in part, by any of Sellers that

is included in the Transferred Intellectual Property.

“Purchase

Price” has the meaning set forth in Section 2.3.

“Registered

Intellectual Property” has the meaning set forth in Section 3.13(a).

“Related

Agreements” means the Bill of Sale, the Assignment and Assumption Agreement, the Trademark Assignment, the Domain Name and

Social Media Account Assignment, the Copyright Assignment, the Transition Services Agreement, the Settlement Term Sheet and any other

agreement required to be executed and delivered in connection with the Closing.

“Related

Orders” has the meaning set forth in Section 5.3(f).

“Representative”

means, when used with respect to a Person, the Person’s controlled and controlling Affiliates (including Subsidiaries) and such

Person’s and any of the foregoing Person’s respective officers, directors, managers, members, stockholders, partners, employees,

agents, representatives, advisors (including financial advisors, bankers, consultants, legal counsel, and accountants), and financing

sources.

“Requesting

Party” has the meaning set forth in Section 6.2.

“Reserved

Agreement Schedule” has the meaning set forth in Section 2.6(f).

“Reserved

Agreements” has the meaning set forth in Section 2.6(f).

“Reserved

Contract” has the meaning set forth in Section 2.6(f).

“Reserved

Lease” has the meaning set forth in Section 2.6(f).

“Retained

Causes of Action” means the Claims and Litigation matters set forth on Section 1.1(c)(ii) of the Disclosure Schedule.

“Sale

Hearing” means the hearing for approval of, among other things, this Agreement and the transactions contemplated herein.

“Sale

Order” means the sale order or Orders in form and substance reasonably acceptable to Buyer, Trustee, DIP Agent, and Sellers

authorizing the sale of the Acquired Assets in accordance with this Agreement.

“Second

Interim DIP Order” means the Second Interim Order (I) Authorizing the Debtors to Use Cash Collateral and Obtain Secured

Postpetition Financing; (II) Granting Liens and Superpriority Administrative Claims; (III) Providing Adequate Protection; (IV) Scheduling

a Final Hearing; and (V) Granting Related Relief Docket No. 564.

“Sellers”

has the meaning set forth in the preamble.

“Seller

Benefit Plans” has the meaning set forth in Section 3.12(a).

“Settlement

Order” means the Order (i) authorizing entry into and performance under the Settlement Term Sheet; (ii) approving, pursuant

to Bankruptcy Rule 9019, the terms of the global settlement contained therein; and (iii) granting related relief Docket No. 1377.

“Settlement

Term Sheet” means that certain Settlement Term Sheet memorializing the terms and conditions of a global settlement by and among

the Debtors, Buyer, and the Committee (as defined therein), approved by and appended to the Settlement Order.

“Special

Committee” has the meaning set forth in the recitals.

“Subsidiary”

means, with respect to any Person, on any date, any Person (a) the accounts of which would be consolidated with and into those of the

applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with

GAAP as of such date or (b) of which securities or other ownership interests representing more than fifty percent of the equity or more

than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general

partnership interests or more than fifty percent of the profits or losses of which are, as of such date, owned, controlled, or held by

the applicable Person or one or more subsidiaries of such Person.

“Tax”

or “Taxes” means any United States federal, state, local, or foreign income, gross receipts, license, payroll, employment,

excise, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding,

social security (or similar), escheat and unclaimed property, unemployment, disability, real property, personal property, sales, use,

transfer, registration, value added, alternative or add-on minimum, estimated, or other charges or assessments of any kind whatsoever

imposed by any Governmental Authority, including any interest, penalty, or addition thereto, in each case whether or not requiring the

filing of a Tax Return.

“Tax

Return” means any return, declaration, report, claim for refund, or information return or statement filed or required to be

filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.

“Termination

Date” has the meaning set forth in Section 8.1(b)(ii).

“Third

Party Buyer” has the meaning set forth in Section 6.1.

“Trade

Secrets” has the meaning set forth in the definition of “Intellectual Property.”

“Trademark

Assignment” has the meaning set forth in Section 2.5(a)(iii).

“Trademarks”

means any and all trademarks (whether registered, unregistered, or pending), trade dress, service marks, service names, trade names,

brand names, product names, logos, domain names, internet rights (including IP addresses and AS numbers), corporate names, fictitious

names, other names, symbols (including business symbols), slogans, and other indicia of source or origin, translations of any of the

foregoing, and any foreign or international equivalent of any of the foregoing and all goodwill associated therewith, and (to the extent

transferable by law) any applications or registrations in connection with the foregoing and all advertising and marketing collateral

including any of the foregoing.

“Transferred

Business” means the business and operations conducted by Sellers of the operation of restaurants, bars and entertainment (whether

owned or franchised) under the “Round Table Pizza”, “Fatburger”, “Marble Slab Creamery”, “Johnny

Rockets”, “Fazoli’s”, “Great American Cookies”, “Buffalo’s Cafe”, “Buffalo’s

Express”, “Hurricane Grill & Wings”, “Pretzelmaker”, “Native Grill & Wings”, “Yalla

Mediterranean”, “Ponderosa Steakhouse” and “Bonanza Steakhouse” names and all related Trademarks and proprietary

brand elements, including all franchising, licensing, and brand management activities conducted in connection therewith; provided,

that notwithstanding anything to the contrary herein, the Transferred Business does not include the Elevation Burger Business

or the Hot Dog on a Stick Business.

“Transferred

Employee” has the meaning set forth in Section 6.3(b).

“Transferred

Intellectual Property” means any and all (a) Owned Intellectual Property and (b) Intellectual Property licensed to any Seller,

in each case, that is used (or held for use) in, or that relates to, the Transferred Business, including any and all Intellectual Property

listed on Section 3.13(a) of the Disclosure Schedule, and Transferred IT Systems.

“Transferred

IT Systems” means any and all IT Systems owned by or licensed to any Seller that is used (or held for use) in, or that relates

to, the Transferred Business and includes any and all IT Systems listed on Section 3.13(e) of the Disclosure Schedule.

“Transferred

Locations” has the meaning set forth in Section 3.6.

“Transferred

Locations Cash” means any cash on hand (whether in a cash register, safe or otherwise) held at any Transferred Location that

is a restaurant owned and operated by Sellers as of the Closing Date.

“Transfer

Tax” has the meaning set forth in Section 6.4(a).

“Transition

Period” shall mean the term of the Transition Services Agreement with respect to those services provided thereunder in respect

of continued employment, payroll and benefits of the Covered Employees.

“Transition

Period Closing” shall mean, with respect to any particular Transferred Employee, the end of the Transition Period with respect

to such Transferred Employee or such Transferred Employee’s employer, as applicable.

“Transition

Services Agreement” has the meaning set forth in Section 2.5(a)(viii).

“True-Up

Statement” has the meaning set forth in Section 2.6(f).

“Trustee”

has the meaning set forth in the recitals.

“Twin

Hospitality” means Twin Hospitality I, LLC, a Delaware limited liability company.

“Twin

Hospitality Group” means Twin Hospitality Group, Inc., a Delaware corporation.

“UMB

Trust Accounts” means, collectively, the WBS Collection Accounts, the WBS Reserve Accounts, and the WBS Collection Account

Administrative Account (each as defined in the Cash Management Motion) maintained by any Seller; provided, that, for the avoidance of

doubt, “UMB Trust Accounts” shall not include the Resid Trust Account (as defined in the Settlement Term Sheet) or any other

account designated for the benefit of the residual trust or residual certificate holders.

“Unaudited

Financial Statements” has the meaning set forth in Section 3.17.

“WARN

Act” shall have the meaning set forth in Section 3.8(d).

“Willful

Breach” means a deliberate act or a deliberate failure to act, regardless of whether breaching was the conscious object of

the act or failure to act.

“Wind-Down”

means the winding down, dissolution, cessation of operations of the Debtors, in each case ending upon such Debtor’s cancellation

in accordance with applicable law.

Section

1.2 Interpretations. Unless otherwise indicated herein to the contrary:

(a)

When a reference is made in this Agreement to an Article, Section, Exhibit, Schedule, clause, or subclause, such reference shall be to

an Article, Section, Exhibit, Schedule, clause, or subclause of this Agreement.

(b)

The words “include”, “includes”, or “including” and other words or phrases of similar import, when

used in this Agreement, shall be deemed to be followed by the words “without limitation.”

(c)

The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement,

refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d)

The word “if” and other words of similar import shall be deemed, in each case, to be followed by the phrase “and only

if.”

(e)

The use of “or” herein is not intended to be exclusive.

(f)

The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(g)

Any reference to any federal, state, provincial, territorial, local or foreign statute or Law shall be deemed also to refer to all rules

and regulations promulgated thereunder, unless the context requires otherwise.

(h)

References in this Agreement to any Contract or other agreement shall include all amendments, modifications, supplements, extensions

and restatements thereof, in each case to the extent made available to Buyer.

(i)

References to days mean calendar days unless otherwise specified. When calculating the period of time before which, within which or following

which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period

will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding

Business Day.

(j)

The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context

may require, any pronouns used herein shall include the corresponding masculine, feminine, or neuter forms, and the singular form of

names and pronouns shall include the plural and vice versa.

(k)

All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant

hereto, unless otherwise defined therein.

(l)

References herein to a Person are also to such Person’s successors and permitted assigns. Any reference herein to a Governmental

Authority shall be deemed to include reference to any successor thereto.

(m)

Any reference herein to “Dollars” or “$” shall mean United States dollars.

(n)

Buyer acknowledges and agrees that the specification of any dollar amount in the representations, warranties, or covenants contained

in this Agreement is not intended to imply that such amounts or higher or lower amounts are or are not material, and Buyer shall not

use the fact of the setting of such amounts in any dispute or controversy between the Parties as to whether any obligation, item, or

matter is or is not material.

(o)

References in this Agreement to materials or information “furnished to Buyer” and other phrases of similar import include

all materials or information made available to Buyer and Buyer’s Representatives in the data room prepared by Sellers at least

one (1) Business Days prior to the date hereof, and remained in such data room through to the date hereof.

(p)

Any reference to “writing” or “written” means any method of reproducing words in legible and non-transitory form

(including, for the avoidance of doubt, email).

Article

PURCHASE AND SALE

Section

2.1 Purchase and Sale of Assets. Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to

the conditions set forth in this Agreement, at the Closing, Buyer (or any of its designees) will purchase and acquire from Sellers, and

Sellers will sell, transfer, assign, convey, and deliver to Buyer or any of its designees all of the Acquired Assets each free and clear

of all Liens (other than Permitted Liens). For the avoidance of doubt the Acquired Assets shall exclude all properties, rights, interests

and other tangible and intangible assets of the Acquired Entities and their Subsidiaries (which will be conveyed indirectly via the transfer

and conveyance of the Acquired Equity Interests as provided in the immediately preceding sentence).

Section

2.2 Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Buyer (or any of its designees)

will assume and become responsible for the Assumed Liabilities at the Closing or, with respect to those Liabilities described in items

(e) or (f) of the definition of “Assumed Liabilities”, as of the Transition Period Closing (or, for Inactive Employees who

become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee). For the avoidance of doubt the Assumed

Liabilities shall not include the Liabilities of the Acquired Entities and their Subsidiaries (which will be conveyed indirectly (and

remain Liabilities of such Acquired Entity or Subsidiary)) via the transfer and conveyance of the Acquired Equity Interests as provided

in Section 2.1).

Section

2.3 Consideration. In consideration for the Acquired Assets, and the other undertakings set forth herein, Buyer shall (a) submit,

or cause to be submitted, in accordance with the Closing Steps Plan or as otherwise agreed in writing by Buyer and FAT Brands, a credit

bid pursuant to Section 363(k) of the Bankruptcy Code (the “Credit Bid”) of (A) all DIP Obligations outstanding as

of immediately prior to the Closing (the “DIP Obligations Amount”), (B) (i) all FB Royalty A-2-I Prepetition Notes

Obligations outstanding as of immediately prior to the Closing, (ii) all GFG A-2-I Prepetition Notes Obligations outstanding as of immediately

prior to the Closing, and (iii) $40,800,000 of FZ A-2-I Prepetition Notes Obligations outstanding as of immediately prior to the Closing

(the “A-2-I Prepetition Notes Obligations Amount”), and (C) B-2 Prepetition Notes Obligations outstanding as of immediately

prior to the Closing in an amount equal to the B-2 Prepetition Notes Obligations Base Amount (as the same may be adjusted pursuant to

Section 2.5(c), the “B-2 Prepetition Notes Obligations Amount” and, together with the A-2-I Prepetition Notes

Obligations Amount, the “Prepetition Notes Obligations Amount” and, the Prepetition Notes Obligations Amount together

with the DIP Obligations Amount, the A-2-I Prepetition Notes Obligations Amount, collectively, the “Credit Bid Amount”),

(b) pay all Cure Costs required to be paid at Closing, and (c) assume, or cause one or more of its Affiliates to assume, the Assumed

Liabilities (the foregoing clauses (a)-(c), the “Purchase Price”). Notwithstanding anything to the contrary herein,

except as Buyer and Sellers may otherwise agree in writing between the date hereof and the Closing Date, including any agreement to reduce

the Credit Bid Amount and replace such reduction with a cash payment in an amount and on such terms as the parties may agree in good

faith (which cash payment shall not be required to equal such reduction on a dollar-for-dollar basis), under no circumstances shall any

portion of the Credit Bid Amount be converted into or otherwise require a cash payment. Anything herein to the contrary notwithstanding,

each dollar of DIP Obligations, A-2-I Prepetition Notes Obligations and B-2 Prepetition Notes Obligations that is subject to the Credit

Bid or assumed as Assumed Liabilities shall be treated as the same as a dollar of cash solely with respect to the secured collateral

underlying such DIP Obligations, A-2-I Prepetition Notes Obligations, and B-2 Prepetition Notes Obligations. Buyer shall pay or cause

to be paid (i) the Cure Costs in accordance with Section 2.5(c), and (ii) the Estimated Post-Closing Designation Period Costs

in accordance with Section 2.6(f) and the Transition Services Agreement.

Section

2.4 Closing. The closing of the transactions, including those set forth in the Closing Steps Plan, contemplated by this Agreement

(the “Closing”) shall take place remotely by electronic exchange of counterpart signature pages (or by such other

method as shall be mutually agreed upon by Sellers and Buyer) as promptly as practicable, and at no time later than the third (3rd) Business

Day following the date on which the conditions set forth in Article VII have been satisfied or, to the extent permitted by applicable

Law, waived by the applicable Party in writing (other than conditions which by their nature are to be satisfied at the Closing) or at

such other place and time as Buyer and Sellers may mutually agree. The date on which the Closing is to occur shall be referred to herein

as the “Closing Date”.

Section

2.5 Closing Payments and Deliveries.

(a)

At the Closing, the applicable Seller will deliver to Buyer:

(i)

a Bill of Sale, substantially in the form of Exhibit B (the “Bill of Sale”) duly executed by the applicable

Sellers;

(ii)

an Assignment and Assumption Agreement, substantially in the form of Exhibit C (the “Assignment and Assumption Agreement”)

duly executed by the applicable Sellers;

(iii)

a Trademark Assignment, substantially in the form of Exhibit D (the “Trademark Assignment”) duly executed by

the applicable Sellers;

(iv)

a Domain Name and Social Media Account Assignment, substantially in the form of Exhibit E (the “Domain Name and Social

Media Account Assignment”) duly executed by the applicable Sellers;

(v)

a Copyright Assignment, substantially in the form of Exhibit F (the “Copyright Assignment”) duly executed by

the applicable Sellers;

(vi)

a duly executed certificate from an officer of FAT Brands (on behalf of Sellers), to the effect that each of the conditions specified

in Section 7.1(a) and Section 7.1(b) are satisfied;

(vii)

a duly executed IRS Form W-9 from each Seller (or, if applicable, its regarded owner for U.S. federal income tax purposes); and

(viii)

a Transition Services Agreement, which shall be mutually agreed by the Parties acting in good faith prior to the Closing, duly executed

by the applicable Seller (the “Transition Services Agreement”).

(b)

At the Closing, Buyer will deliver, or cause to be delivered, to Sellers:

(i)

the Bill of Sale duly executed by Buyer (and its applicable designee(s));

(ii)

the Assignment and Assumption Agreement duly executed by Buyer (and its applicable designee(s));

(iii)

the Trademark Assignment duly executed by Buyer (and its applicable designee(s));

(iv)

the Domain Name and Social Media Account Assignment duly executed by Buyer (and its applicable designee(s));

(v)

the Copyright Assignment duly executed by Buyer (and its applicable designee(s));

(vi)

duly executed certificate from an officer of Buyer to the effect that each of the conditions specified in Section 7.2(a) and Section

7.2(b) are satisfied;

(vii)

the Transition Services Agreement, duly executed by Buyer;

(viii)

a payoff letter, release letter or other similar document acknowledging the Credit Bid with respect to the Credit Bid Amount pursuant

to Section 363(k) of the Bankruptcy Code as partial consideration for the transfer of the Acquired Assets; and

(ix)

a payoff letter, release letter or other similar document acknowledging the Credit Bid with respect to each of the A-2-I Prepetition

Notes Obligations Amount and the B-2 Prepetition Notes Obligations Amount pursuant to Section 363(k) of the Bankruptcy Code as partial

consideration for the transfer of the Acquired Assets.

(c)

With respect to each of the Designated Contracts and Assumed Leases assigned to Buyer at Closing, on the Closing Date, Buyer shall satisfy

all applicable Cure Costs. With respect to each of the Post-Closing Designated Agreements, Buyer shall satisfy the Cure Costs associated

with such Post-Closing Designated Agreements as soon as reasonably practicable following delivery of the Designation Notice.

Section

2.6 Assumption/Rejection of Certain Contracts and Leases.

(a)

Section 2.6(a) of the Disclosure Schedule (the “Cure Schedules”) sets forth a list or reference, as of the

date hereof, of all executory Contracts and unexpired Leases related to the Transferred Business to which any Seller is a party and which

sets forth Sellers’ good faith estimate of the Cure Costs associated with each such Contract and unexpired Lease set forth thereon

as of the date hereof (the “Proposed Cure Costs”). From the date hereof through (and including) one (1) Business Day

prior to the Closing Date, promptly following any changes to the information set forth on the Cure Schedule (including any new Contracts

to which any Seller becomes a party and any change in the Proposed Cure Cost of any Contract), Sellers shall provide Buyer with an updated

schedule that updates and corrects such information.

(b)

Sellers have provided to Buyer a schedule of the Designated Contracts and Assumed Leases as of the date thereof. Notwithstanding anything

to the contrary set forth herein, Buyer shall have the right, by written notice to Sellers, to (i) add any Contract or Lease to which

any Seller is a party as a Designated Contract or Assumed Lease, as applicable, or (ii) remove any Contract or Lease from the Designated

Contracts or Assumed Leases, in each case at any time up to one (1) Business Day prior to the Closing Date, without any adjustment to

the Purchase Price. Any such addition or removal shall be automatically effective upon delivery of written notice to Sellers. Sellers

shall provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts

or unexpired Leases to which any Seller is a party that are (or may be) Designated Contracts or Assumed Leases and shall take all actions

reasonably required to assume the Designated Contracts and Assumed Leases and assign them to Buyer (or its designee), or any Subsidiary

of Buyer designated in writing prior to the Closing, including to obtain an Order of the Bankruptcy Court containing a finding that the

proposed assumption and assignment of the Designated Contracts and Assumed Leases to Buyer (or its designee) satisfies all applicable

requirements of Section 365 of the Bankruptcy Code. If any Contract or Lease is added to (or excluded from) the Designated Contracts

or Assumed Leases pursuant to this Section 2.6(b), Sellers shall promptly take such steps as are reasonably necessary, including,

if applicable, prompt delivery of notice to the non-Seller counterparty to such Contract or Lease, to cause such Contract or Lease to

be assumed by the applicable Seller and assigned to Buyer (or its designee), or excluded or rejected, as applicable. For the avoidance

of doubt, the consideration for the foregoing assignments is included in the Purchase Price. Promptly following any such changes to Section

2.6(b) of the Disclosure Schedule, Sellers shall provide updated Cure Schedules setting forth the Cure Costs applicable to each Contract

set forth on Section 2.6(b) of the Disclosure Schedule.

(c)

The Sale Order shall provide for the assumption and assignment of the Designated Contracts by Sellers to Buyer (or any Subsidiary of

Buyer designated in writing prior to the Closing), effective upon the Closing, subject to the other terms and conditions set forth in

the remainder of this Section 2.6. For the avoidance of doubt, in no event shall any dispute or disagreement as to any Cure Cost

(including the amount thereof) delay or prevent the Closing from occurring, or result in or give rise to any reduction to the Purchase

Price.

(d)

Sellers have previously filed a schedule listing the Cure Costs. Pursuant to the Bidding Procedures Order, the Bankruptcy Court shall

deem any non-debtor party to a Contract included on the schedule of Cure Costs that does not timely file an objection with the Bankruptcy

Court pursuant to the procedures set forth in the Bidding Procedures Order and prior to the applicable deadline set forth in the Bidding

Procedures Order to have given any required consent to the assumption of such Contract by the Debtor entity and assignment to Buyer if,

and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, Sellers are authorized to assume and assign

the Contract to Buyer, or any Subsidiary of Buyer designated in writing prior to the Closing, and Buyer is authorized to accept such

Designated Contract or Assumed Lease pursuant to Section 365 of the Bankruptcy Code.

(e)

Buyer and Sellers shall take all actions reasonably required for Seller to assume and assign the Designated Contracts and Assumed Leases

to Buyer or any Subsidiary of Buyer designated in writing prior to the Closing (including the payment of the Cure Costs by Buyer), including

taking all actions reasonably necessary to obtain an order of the Bankruptcy Court containing a finding that the proposed assumption

and assignment of the Contracts or Leases to Buyer (or its designee) satisfies all applicable requirements of Section 365 of the Bankruptcy

Code; provided, for the avoidance of doubt, no Party shall be required to pay any amounts to any third parties other than the

Cure Costs (payable by Buyer) pursuant to the terms of this Agreement. Buyer and Sellers shall cooperate in good faith to provide Adequate

Assurance Documentation (as defined in the Bidding Procedures Order) as required by the Bidding Procedures Order as soon as reasonably

practicable and no later than twenty-four (24) hours after the filing of the Post-Auction Notice (as defined in the Bidding Procedures

Order).

(f)

Prior to the Closing, Buyer will deliver to Sellers a complete list of all Contracts and Leases listed in the Cure Schedule with respect

to which Buyer’s right to designate such Contract as a Designated Contract (each, a “Reserved Contract”) or

Lease as an Assumed Lease (each, a “Reserved Lease,” and together with the Reserved Contracts, the “Reserved

Agreements”), will be reserved, which list of Reserved Agreements will be set forth on Section 2.6(f) of the Disclosure

Schedule (the “Reserved Agreement Schedule”). Buyer may supplement, amend, or otherwise modify the Reserved Agreement

Schedule until one (1) Business Day prior to the Closing to add or remove any Contract or Lease as a Reserved Agreement, as applicable.

At the Closing, any Contract or Lease listed on the Cure Schedule that is not a Designated Contract, Assumed Lease or Reserved Agreement

shall automatically be deemed an Excluded Asset, which Sellers shall be permitted to reject in accordance with the Sale Order without

Buyer’s consent.

(i)

During the Post-Closing Designation Period, Sellers shall continue to operate the Transferred Business at the Transferred Locations subject

to a Reserved Lease and cause the Transferred Business to continue to perform under any Reserved Contract at the direction of Buyer;

provided, that Sellers shall not incur any costs or expenses that are outside the Ordinary Course of Business in connection with such

continued operations or performance without the prior written consent of Buyer. All documented costs and expenses incurred by Sellers,

directly or indirectly, whether in connection with, arising out of, or related to such continued operations or performance, including

all amounts due and payable under the Reserved Leases or Reserved Contracts and all other costs of operating such Transferred Locations

subject to a Reserved Lease (including all rent, utilities, insurance, labor, payroll expense, taxes, supplies, maintenance, and all

other operating costs, fees and expenses), and all costs, fees and expenses of continued performance of any Reserved Contract (collectively,

the “Post-Closing Designation Period Costs”), shall be borne solely by Buyer and paid in accordance with the Transition

Services Agreement, including the payment of the Estimated Post-Closing Designation Period Costs as described and defined therein. Sellers

shall keep Buyer reasonably informed of the Post-Closing Designation Period Costs on a weekly basis during the Post-Closing Designation

Period.

(ii)

During the Post-Closing Designation Period, Buyer may deliver written notice to Sellers (each, a “Designation Notice”)

designating any (A) Reserved Lease as (x) an Assumed Lease (any such Reserved Lease so designated as an Assumed Lease pursuant to a Designation

Notice, a “Post-Closing Designated Lease”) or (y) an Excluded Asset, and (B) Reserved Contract as (x) a Designated

Contract (any such Reserved Contract so designated as a Designated Contract pursuant to a Designation Notice, a “Post-Closing

Designated Contract,” and together with any Post-Closing Designated Lease, a “Post-Closing Designated Agreement”)

or (y) an Excluded Asset. Any Reserved Agreement that has not been designated by Buyer as a Post-Closing Designated Agreement prior to

the expiration of the Post-Closing Designation Period shall be deemed an Excluded Asset, and Sellers shall promptly cause such Reserved

Agreements to be excluded and rejected in accordance with the Bankruptcy Code. For the avoidance of doubt, no further Post-Closing Designation

Period Costs shall accrue with respect to any Reserved Agreement following its rejection in accordance with the immediately preceding

sentence.

(iii)

For any Post-Closing Designated Agreement, within one (1) Business Day after receipt of the applicable Designation Notice, Sellers shall

promptly notify in writing the counterparty to such Post-Closing Designated Agreement that such Post-Closing Designated Agreement will

be assumed and assigned by Sellers to Buyer, or excluded and rejected, as applicable. The assumption and assignment of any such Post-Closing

Designated Agreement shall become effective five (5) Business Days following Sellers’ service of notice on such Post-Closing Designated

Agreement counterparty.

(iv)

Buyer will pay the Cure Costs associated with the Post-Closing Designated Agreements arising under the Post-Closing Designated Agreements

in accordance with Section 2.5(c). For the avoidance of doubt, nothing contained in this Section 2.6(f) shall be deemed to require,

or result in, the prepayment or duplicate payment of any Cure Costs.

(v)

Upon receipt of a Designation Notice, Sellers shall promptly take all actions reasonably required to assume and assign such Post-Closing

Designated Agreement to Buyer (or its designee) including taking all actions reasonably necessary to obtain an order of the Bankruptcy

Court containing a finding that the proposed assumption and assignment of the Post-Closing Designated Agreement to Buyer (or its designee)

satisfies all applicable requirements of Section 365 of the Bankruptcy Code, or for such Post-Closing Designated Agreement to be excluded

and rejected, as applicable. Upon assumption and assignment of any such Post-Closing Designated Agreement by Buyer, such Post-Closing

Designated Agreement shall be deemed an Acquired Asset and a Designated Contract or Assumed Lease, as applicable, for all purposes under

this Agreement, including, for the avoidance of doubt, with respect to Assumed Liabilities.

(vi)

Buyer shall take all actions reasonably required for Sellers to assume and assign the Post-Closing Designated Agreements to Buyer (or

its designee) (including, for the avoidance of doubt, the payment of the associated Cure Costs in accordance with Section 2.5(c)),

including taking all actions reasonably necessary to obtain an order of the Bankruptcy Court containing a finding that the proposed assumption

and assignment of the Post-Closing Designated Agreements to Buyer (or its designee) satisfies all applicable requirements of Section

365 of the Bankruptcy Code, or to reject such Post-Closing Designated Agreements, as applicable.

(vii)

Buyer shall indemnify and hold harmless Sellers from and against any and all Liabilities, costs, and expenses (including reasonable documented

out-of-pocket attorneys’ fees) arising from or related to the continued operation of the Transferred Business at the Transferred

Locations subject to a Reserved Lease and continuing to perform or cause continued performance by the Transferred Business with respect

to any Reserved Contract, in each case, solely during the Post-Closing Designation Period and solely to the extent such Liabilities would

constitute Assumed Liabilities hereunder if the Reserved Contract or Reserved Lease had been a Designated Contract or Assumed Lease at

Closing (and any such continued actions taken in respect thereof by Sellers during the Post-Closing Designation Period had been taken

by Buyer), other than for any Liabilities arising from Sellers’ gross negligence, willful misconduct or material breach by Sellers

of the requirements of this Section 2.6(f).

Section

2.7 Allocation. No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Sellers a schedule

allocating the Purchase Price, the Assumed Liabilities, and all other relevant items, in each case, properly treated as consideration

for U.S. federal income tax purposes among the Acquired Assets transferred hereunder by the Fazoli’s Guarantors in accordance with

Section 1060 of the IRC, the Treasury Regulations thereunder and any similar provision of applicable Law (the “Allocation Schedule”).

The Allocation Schedule shall be deemed final unless Sellers notify Buyer in writing that Sellers object to one or more items reflected

in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Sellers. In the event of any such objection,

Buyer and Sellers shall negotiate in good faith to resolve such dispute and, in the event such dispute is not resolved within fifteen

(15) days, the Parties shall each be permitted to file its Tax Returns inconsistently with the Allocation Schedule.

Section

2.8 Wrong Pockets.

(a)

If, after the Closing, Buyer or any Seller or their respective Affiliates becomes aware that any Acquired Asset has not been transferred

or delivered to Buyer or its Affiliates or that any right, property or asset forming part of the Excluded Assets has been transferred

to Buyer, (i) such Party shall notify the other Parties within five (5) Business Days of becoming aware of such misdirected asset, and

(ii) such Party and its Affiliates shall promptly take such steps as may be required to transfer and deliver, or cause to be transferred

and delivered, such Acquired Asset or such Excluded Asset to the other Party, at no additional charge to the receiving party.

(b)

Notwithstanding anything to the contrary in this Agreement and without limiting the foregoing, if at any time after the Closing, either

Party identifies any Transferred Intellectual Property that is within Seller’s possession, custody, or control but has not been

transferred, assigned, or conveyed to Buyer (“Identified IP”), Sellers shall promptly (and in any event within sixty

(60) days of such discovery or notification by either Party) at Buyer’s sole cost and expense execute and deliver all such further

instruments, documents, and assurances, and take all further actions, as may be reasonably requested by Buyer to effect, evidence, or

perfect the transfer, assignment, or conveyance of such Identified IP to Buyer. In furtherance of the foregoing, Sellers shall, promptly

following the Closing, deliver to Buyer any copies, documentation or tangible embodiments of the Transferred Intellectual Property in

the possession, custody or control of Sellers or their Affiliates.

(c)

Notwithstanding anything to the contrary in this Agreement, if at any time after the Closing, either Party identifies any Intellectual

Property that (i) was not used (or held for use) in, or not related to, the Transferred Business as of the Closing and not intended to

be included in the Transferred Intellectual Property as of the Closing, (ii) was transferred, assigned, or conveyed to Buyer, and (iii)

is in Buyer or its Affiliates possession, custody, or control, Buyer shall (at Buyer’s sole cost and expense) promptly (and in

any event within sixty (60) days of such discovery or notification by either Party), execute and deliver (or promptly cause to be executed

or delivered) all such further instruments, documents, and assurances, and take all further actions, as may be reasonably requested by

Sellers to effect, evidence, or perfect the transfer, assignment, or conveyance of such Intellectual Property to Seller.

Section

2.9 Withholding. Notwithstanding anything herein to the contrary, any Seller, Buyer, or any of their respective Affiliates shall

be entitled to deduct and withhold from any amounts payable by them pursuant to this Agreement such amounts (and only such amounts) as

it is required to deduct and withhold with respect to such payment under any provision of U.S. Federal, state, local or non-U.S. Tax

Law. Buyer shall use commercially reasonable efforts to notify Sellers of its intention to deduct or withhold no later than five (5)

Business Days prior to any such deduction or withholding (other than in respect of any withholding arising as a result of a Seller’s

failure to provide IRS form W-9 or in respect of any amounts properly treated as compensation for applicable tax purposes), and shall

cooperate in good faith with each Seller and its Affiliates to minimize any such deduction and withholding. Any amounts so deducted and

withheld in accordance with this Section 2.9 and timely paid over to the appropriate Governmental Authority shall be treated for

all purposes of this Agreement as having been paid to the party that would otherwise have received such amount but for the required deduction

or withholding.

Section

2.10 Fazoli’s Guarantee Matters. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and

agree (i) that the Fazoli’s Guarantee constitutes a continuing, absolute, and unconditional guarantee of payment (and not merely

of collection) representing the Fazoli’s Guarantors’ own independent, primary obligation, entered into for adequate consideration

and for Fazoli’s Guarantors’ own legitimate business purposes, enforceable directly against the Fazoli’s Guarantors

without any requirement that the applicable parties first proceed against Fazoli’s; (ii) that the transfer of the applicable Acquired

Assets by the Fazoli’s Guarantors pursuant to this Agreement (or the transfer to the holders of the FZ Prepetition In-Scope Notes

of any consideration received in respect of such applicable Acquired Assets) constitutes a payment by the Fazoli’s Guarantors solely

to the applicable holders of the FZ Prepetition In-Scope Notes in satisfaction of their own obligations described in clause (i); and

(iii) that the transfer described in clause (ii) shall not be deemed, characterized, or recharacterized as a distribution, dividend,

return of capital, or other transfer by the Fazoli’s Guarantors to or for the benefit of Fazoli’s or any direct or indirect

equity holder of any of the Fazoli’s Guarantors.

Article

III

Sellers’ Representations and Warranties

Each

Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date

of this Agreement and at the Closing, except as set forth in the disclosure schedule accompanying this Agreement (the “Disclosure

Schedule”), subject to Section 9.16.

Section

3.1 Organization of Sellers; Good Standing; Ownership of Acquired Entity.

(a)

Each Seller is duly organized, validly existing, and, to the extent applicable, in good standing under the laws of the jurisdiction of

such Seller’s organization and has, subject to entry of the Sale Order, all requisite organizational power and authority to own,

lease, and operate such Seller’s assets and to carry on such Seller’s business as now being conducted, except where the failure

to be so organized or formed, existing, or in good standing or have such power and authority would not reasonably be material to the

Transferred Business, taken as a whole, or would not reasonably be expected to prevent or materially impair the ability of Sellers to

consummate the transactions contemplated hereby at the Closing.

(b)

The Acquired Equity Interests comprise 100% of the issued and outstanding capital stock of the Acquired Entities. Each Seller that is

a holder of Acquired Equity Interests has good and valid title to such Acquired Equity Interests, free and clear of all Liens (other

than Permitted Liens, restrictions on transfer under applicable securities laws and Liens that will not be enforceable against such Acquired

Equity Interests following the Closing in accordance with the Sale Order), and is the record and beneficial owner thereof. There is no

outstanding Contract with any Person to purchase, redeem or otherwise acquire any such Acquired Equity Interests. The assignments, endorsements,

stock powers and other instruments of transfer delivered by such Seller to Buyer (or its designee) at the Closing will be sufficient

to transfer such Seller’s entire interest, record and beneficial, in such Acquired Equity Interests to Buyer (or its designee),

subject to entry of the Sale Order. There are no proxies and no voting agreements with respect to any Acquired Equity Interests.

Section

3.2 Authorization of Transaction. Subject to entry of the Sale Order, each Seller has full power and authority (including full

corporate or limited liability company power and authority) to execute and deliver this Agreement and all other Related Agreements to

which such Seller is a party and to perform such Seller’s obligations hereunder and thereunder. The execution, delivery, and performance

of this Agreement and all other Related Agreements to which each Seller is a party have been duly authorized by such Seller. Upon due

execution hereof by each Seller, this Agreement (assuming due authorization and delivery by Buyer) shall constitute, subject to entry

of the Sale Order, the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms

and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and

general principles of equity.

Section

3.3 Noncontravention; Government Filings. Neither the execution and delivery of this Agreement, nor the consummation of the transactions

contemplated hereby (including the assignments and assumptions referred to in Article II), will (a) conflict with or result in

a breach of the organizational documents of such Seller, (b) subject to the entry of the Sale Order, violate any Law or Order to which

such Seller is subject in respect of the Acquired Assets, or (c) subject to the entry of the Sale Order, result in a breach of, constitute

a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require

any notice under any material Contract or Lease to which such Seller is a party and which constitutes an Acquired Asset, except, in the

case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights, or failures to give notice

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than as required by,

or pursuant to, the Bankruptcy Code, the Bidding Procedures Order, or the Sale Order, no Seller is required to give any notice to, make

any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate

the transactions contemplated by this Agreement or any Related Agreement, except, with respect to clauses (b) and (c), where the failure

to give notice, file, or obtain such authorization, consent, or approval would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect or prevent or materially impair or delay such Seller’s ability to consummate the transactions

contemplated hereby or perform its obligations hereunder on a timely basis.

Section

3.4 Title to Assets; Sufficiency of Assets. At the Closing, subject to any Permitted Liens, each Seller will have good and valid

title to, or the right to use, the applicable portion of the tangible personal property that is included in the Transferred Business,

including the Acquired Assets (other than the Excluded Assets), free and clear of all Liens, except (a) to the extent that such Liens

will not be enforceable against such tangible personal property following the Closing in accordance with the Sale Order, or (b) as set

forth in Section 3.4 of the Disclosure Schedule. This Agreement and the instruments and documents to be delivered by Sellers to

Buyer at the Closing shall be adequate and sufficient to transfer to Buyer Sellers’ entire right, title and interest in and to

the Acquired Assets, free and clear of all Liens (other than Permitted Liens), other than Assumed Liabilities, subject to entry of the

Sale Order. The right, title and interest of Sellers in the Acquired Assets constitute substantially all of the assets of Sellers owned

or held by, used or intended for use, leased, licensed or accrued in connection with the conduct of the Transferred Business as conducted

on the date hereof (other than the Excluded Assets and any assets, rights, properties or personnel contemplated to be used by or on behalf

of Sellers to provide services under the Transition Services Agreement), and immediately after the Closing, the Acquired Assets and the

services to be provided by Sellers under the Transition Services Agreement, shall be sufficient for Buyer to continue to operate and

conduct the Transferred Business as conducted on the date hereof in all material respects. All tangible Acquired Assets are (i) in good

working order and condition in all material respects, ordinary wear and tear excepted, (ii) are suitable in all material respects for

the uses for which they are being utilized in the Transferred Business as conducted on the date hereof, and (iii) do not require more

than regularly scheduled maintenance in the Ordinary Course of Business in order to keep them in good operating condition. Except for

Inventory sold or disposed of in the Ordinary Course of Business, there are no existing contracts, options, commitments or rights with,

to or in any third party to acquire the Acquired Assets or any interest therein or in the Transferred Business or the Transferred Business

itself.

Section

3.5 Material Contracts; Designated Contracts.

(a)

True and materially complete copies of all Contracts and unexpired Leases set forth on Cure Schedule as of the date hereof have been

made available to Buyer in the data room prepared by Sellers. Sellers have used commercially reasonable efforts to identify and provide

to Buyer all Contracts and unexpired Leases material to the Transferred Business, taken as a whole.

(b)

Subject to requisite Bankruptcy Court approvals, and assumption by the applicable Seller of the applicable Contract in accordance with

applicable Law (including satisfaction of any applicable Cure Costs) and except as a result of the commencement of the Bankruptcy Cases,

each of the Designated Contracts and Assumed Leases is in full force and effect and is a valid, binding and enforceable obligation of

the applicable Seller party thereto and, to the Knowledge of Sellers, each of the other parties thereto, except as may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general

principles of equity. Except as set forth on Section 3.5(b) of the Disclosure Schedule, as a result of the commencement of the

Bankruptcy Cases or as would not reasonably be expected to be material to the Transferred Business taken as a whole (i) none of Sellers

is in material default, or is alleged in writing by the counterparty thereto to have materially breached or to be in material default,

under any Designated Contract or Assumed Lease, (ii) to the Knowledge of Sellers, the other party to each Designated Contract or Assumed

Lease is not in material default thereunder, (iii) none of the Designated Contracts and Assumed Leases has been canceled or otherwise

terminated, and (iv) none of Sellers has received any written notice from any Person regarding any such cancellation or termination.

Section

3.6 Real Property. Section 3.6 of the Disclosure Schedule sets forth a complete and accurate list of each operating restaurant

or other location or site leased to a Seller by a third party (including the address thereof and the amount of any applicable security

deposit), together with a list of all related Leases (each, a “Leased Location”, and collectively, the “Transferred

Locations”), which, in each case, are related to the Transferred Business and are being transferred to Buyer pursuant to this

Agreement, subject to Section 2.6(b). Sellers have made available to Buyer a true, correct and complete copy of each Lease together

with all amendments and modifications and any related guaranties, in each case, as in Sellers’ possession. With respect to each

Lease, (a) assuming due authorization and delivery by the other party thereto, such Lease constitutes the valid and legally binding obligation

of the applicable Seller party thereto and, to the Knowledge of Sellers, the counterparty thereto, enforceable against such Seller and,

to the Knowledge of Sellers, the counterparty thereto in accordance with its terms and conditions, subject to applicable bankruptcy,

insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights and general principles of equity, and

(b) as of the date hereof, neither such Seller nor, to such Seller’s Knowledge, the counterparty thereto, is in breach or default

under such Lease, except (i) for those defaults that will be cured in accordance with the Sale Order or waived in accordance with Section

365 of the Bankruptcy Code (or that need not be cured under the Bankruptcy Code to permit the assumption and assignment of the Leases)

and (ii) as would not reasonably be expected to be material to the Transferred Business taken as a whole. Except for the Permitted Liens,

there exist no Liens affecting the Transferred Locations created by, through or under a Seller or any of Sellers’ Subsidiaries,

and a Seller or one of Sellers’ Subsidiaries has a good and valid leasehold interest therein. Neither a Seller nor any of Sellers’

Subsidiaries has sublet, in whole or in part, to any third party any Leased Locations. Neither Sellers nor any of Sellers’ Subsidiaries

has received any written notice of any material violation of any applicable zoning ordinance or other Law relating to the operation of

the Leased Locations which violation remains outstanding, and, to the Knowledge of Sellers, there is no action before any governmental

entity pending to materially change the zoning or building ordinances or any other Law affecting the Leased Locations.

Section

3.7 Litigation; Order. Except as set forth in Section 3.7 of the Disclosure Schedule and other than the Bankruptcy Cases,

(a) as of the date hereof, there is no material Litigation pending against Sellers, jointly or individually, and (b) there has been no

Order to which any of the Acquired Assets, the Assumed Liabilities or the Transferred Business is subject, except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than the Bankruptcy Cases, no Seller is subject

to any outstanding Order that would (x) reasonably be expected to have a Material Adverse Effect or (y) prevent or materially delay such

Seller’s ability to consummate the transactions contemplated hereby or perform in any material respect its obligations hereunder.

Section

3.8 Labor Relations. Except as set forth in Section 3.8 of the Disclosure Schedule:

(a)

No Seller is a party to or bound by any collective bargaining agreement. No union or other labor organization: (i) is, to the Knowledge

of Sellers, currently attempting to organize any employees of such Seller for the purpose of representation or (ii) has demanded recognition

or filed any petition seeking certification. There are no material labor strikes, lockouts, work stoppages or slowdowns pending or, to

the Knowledge of Sellers, threatened against or involving such Seller or any employees of Sellers.

(b)

Sellers have made available to Buyer a complete list, as of the date of this Agreement, of all employees of Sellers that identifies,

for each such employee, the job title, employer, work location, date of hire, exempt or non-exempt status, part-time or full-time status,

all bonus opportunities, commission entitlements, annual base salary or regular hourly wage rate, earned and accrued wages, paid time

off, salaries, commissions, bonuses, and any other material compensation, whether such employee is absent from active employment on approved

leave and, if so, the nature of such leave, the date such employee commenced such leave, and the anticipated date of return to active

employment, and visa status.

(c)

Except as set forth in Section 3.8(c) of the Disclosure Schedule, (i) each Seller is in compliance in all material respects with

all applicable Laws respecting labor, labor relations, employment and employment practices pertaining to any of Sellers’ current

or former employees, and (ii) there is no charge or complaint of discrimination or retaliation, lawsuit, governmental investigation or

audit, or other similar proceeding pending or, to the Knowledge of Sellers, threatened against such Seller by, on behalf of or relating

to any employee(s) of such Seller relating to the employment or termination of employment of any individual or group of individuals by

such Seller.

(d)

Except as set forth in Section 3.8(d) of the Disclosure Schedule, no Seller has experienced a “plant closing” or “mass

layoff” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 and all similar state and local Laws (collectively,

“WARN Act”)) with respect to which there is any unsatisfied Liability with respect to any employees of Sellers, and

none of Sellers reasonably expects to conduct a layoff of employees of any of Sellers as of or following the date hereof (other than

individual terminations for just cause).

(e)

Within the past three (3) years, there have not been any material (i) charges or complaints with respect to or relating to Sellers pending

before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment

practices, (ii) written notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages

and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating

to Sellers or notices that such investigation is in progress, or (iii) Litigation pending or, to the Knowledge of Sellers, threatened

in any forum by or on behalf of any present or former employee of Sellers, any applicant for employment, or classes of the foregoing

alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof,

or other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.

(f)

Except as would not reasonably be expected to be material to the Transferred Business, taken as a whole, (i) Sellers have in their files

a U.S. Citizenship and Immigration Services Form I-9 that was validly and properly completed and, if necessary, that has been properly

updated, in accordance with applicable Law for each Seller’s current employee with respect to whom such form is required to be

maintained under applicable Law; (ii) Sellers have not knowingly hired or continued to employee unauthorized workers; and (iii) no Seller

has used the services of any individuals through a staffing agency, contract or subcontract knowing that the individual was an unauthorized

worker.

(g)

In the last three (3) years, (i) Sellers have not been a party to any material settlement agreement with any Person resolving any allegation

of sexual harassment or sexual misconduct by Sellers or any of their respective employees, and (ii) there have been no material legal

proceedings pending or, to the Knowledge of Sellers, threatened, against Sellers involving allegations that an employee who is a current

officer or director of Sellers engaged in sexual harassment or sexual misconduct with respect to any employee of Sellers.

Section

3.9 Brokers’ Fees. Except as set forth in Section 3.9 of the Disclosure Schedule, no Seller has entered into any

Contract to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated hereby for which

any Buyer should become liable or obligated to pay.

Section

3.10 Taxes. Except as set forth in Section 3.10 of the Disclosure Schedule, (a) Sellers have timely filed all income Tax

and other material Tax Returns related to the Acquired Assets required to be filed with the appropriate Governmental Authorities in all

jurisdictions in which such Tax Returns are required to be filed (taking into account any extension of time to file granted or to be

obtained on behalf of Sellers) and all such Tax Returns are true, correct and accurate in all material respects; (b) all income and other

material Taxes due and payable relating to the Acquired Assets have been paid (other than any Taxes not due as of the date of the filing

of the Bankruptcy Cases as to which subsequent payment was prohibited by reason of the Bankruptcy Cases); (c) Sellers are not a party

to any Litigation by any taxing authority; (d) there are no pending or, to the Knowledge of Sellers, threatened Litigation by any taxing

authority in respect of Taxes of Sellers; and (e) there are no Liens for Taxes on any of the Acquired Assets other than Permitted Liens.

Sellers are not foreign persons within the meaning of Section 1445 of the IRC.

Section

3.11 Data Privacy. Except as would not reasonably be expected to be material to the Transferred Business, taken as a whole, in

connection with its collection, storage, processing, disclosure, transfer (including transfer across national borders) and use of any

personally identifiable information from any individuals, including any customers, prospective customers, employees, and other third

parties (collectively “Personal Information”) each Seller is and, during the last three (3) years, has been in compliance

with applicable Laws regarding data security, data protection, cybersecurity and data privacy, Personal Information, and data breach

notification laws, and such Seller’s privacy policy in all relevant jurisdictions. For each of the last three (3) years, each Seller

has implemented, and has required that their third party vendors implement, adequate policies and commercially reasonable security, including

physical, technical, organizational, and administrative security measures regarding (a) the confidentiality, integrity and availability

of Personal Information and business proprietary or sensitive information, in their possession, custody or control, or held or processed

on their behalf, and (b) the integrity and availability of the information technology and software applications Sellers own, operate,

or outsource. In the last three (3) years there has been no unauthorized access, use, or disclosure of Personal Information, business

proprietary and sensitive data, in the possession or to the Knowledge of Sellers control of each Seller or any of its contractors with

regard to any Personal Information obtained from or on behalf of such Seller. In the last three (3) years, each Seller has not received

any notice of any claims, investigations or alleged violations of applicable Laws or contract with respect to Personal Information or

information security-related incidents.

Section

3.12 Employee Benefits.

(a)

Section 3.12(a) of the Disclosure Schedule lists all “employee benefit plans,” as defined in Section 3(3) of ERISA,

and all other material employee benefit plans or arrangements (other than governmental plans and statutorily required benefit arrangements),

including bonus or incentive plans, profit-sharing plans, pension plans, retirement plans, stock option plans, stock purchase plans,

phantom stock or stock appreciation rights plans, restricted stock or restricted stock unit plans, equity or equity-based compensation

plans, employment, consulting or other individual agreements, plans, practices, policies, contracts, programs, and arrangements, deferred

compensation arrangements, nonqualified deferred compensation plans or arrangements subject to Section 409A of the IRC, supplemental

executive retirement plans, severance pay, sick leave, vacation pay, paid time off, parental leave, tuition reimbursement or assistance,

fringe benefit plans or arrangements (including those subject to Section 132 of the IRC), cafeteria plans (within the meaning of Section

125 of the IRC), flexible spending account plans, health savings account plans, dependent care assistance plans, disability, medical

insurance and life insurance, dental insurance, vision insurance, accidental death and dismemberment insurance, long-term care insurance,

employee assistance programs, wellness programs, retention plans or arrangements, change-in-control plans or arrangements, transaction

bonus plans or arrangements, key employee incentive plans, retiree medical or welfare benefit plans, maintained or contributed to by

Sellers with respect to Covered Employees and any Title IV Plan with respect to which any Seller has any actual or contingent Liability

(including any such plan or arrangement formerly maintained by any Seller or any current or former ERISA Affiliates thereof) (the “Seller

Benefit Plans”).

(b)

Except as set forth on Section 3.12(b) of the Disclosure Schedule: (i) each Seller Benefit Plan that is intended to be qualified

within the meaning of Section 401(a) of the IRC has received a favorable determination letter from the IRS to the effect that such Seller

Benefit Plan satisfies the requirements of Section 401(a) of the IRC and that its related trust is exempt from taxation under Section

501(a) of the IRC, or such Seller Benefit Plan is the subject of a favorable opinion or advisory letter from the IRS, and there are no

facts or circumstances that could reasonably be expected to cause the loss of such qualification, and (ii) Sellers have no direct or

indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather

than as an employee, or with respect to any employee leased from another employer.

(c)

No Seller Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”)

or other pension plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the IRC and neither Sellers nor any of Sellers’

ERISA Affiliates has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject

to Title IV or Section 302 of ERISA or Section 412 of the IRC at any time within the previous six (6) years. Neither Sellers nor any

of Sellers’ ERISA Affiliates has any liability (contingent or otherwise) relating to the withdrawal or partial withdrawal from

a Multiemployer Plan.

(d)

With respect to any Seller Benefit Plan, and except as could not reasonably be expected to result in liability to Buyer, (i) no actions,

liens, lawsuits, claims or complaints (other than routine claims for benefits) are pending or threatened, (ii) no facts or circumstances

exist that could give rise to any such actions, liens, lawsuits, claims or complaints, (iii) no administrative investigation, audit or

other administrative proceeding by the DOL, the PBGC, the IRS or any other Governmental Authority is pending, in progress or threatened

(including any routine requests for information from the PBGC), and (iv) there are no audits or proceedings initiated pursuant to the

Employee Plans Compliance Resolution System or similar proceedings pending with the IRS or DOL with respect to any Seller Benefit Plan.

(e)

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement could (either

alone or in combination with another event) result in (i)any Liability or obligation pursuant to any of the Seller Benefit Plans, (ii)

any limitation or restriction on the right of Sellers to merge, amend or terminate any of the Seller Benefit Plans, or (iii) the payment

of any amount that could, individually or in combination with any other payment, constitute an “excess parachute payment”

(as defined in Section 280G(b)(1) of the IRC).

Section

3.13 Intellectual Property.

(a)

Section 3.13(a) of the Disclosure Schedule sets forth a true, complete, and accurate list of (i) all United States, international

and foreign (A) patents and filed patent applications (including provisional applications), (B) designs and design applications, (C)

registered Trademarks, applications to register Trademarks, intent-to-use applications, (D) registered Internet domains, and (E) registered

copyrights and applications for copyright registration, in each case, included in the Transferred Intellectual Property (collectively,

“Registered Intellectual Property”); and (ii) (x) material unregistered Proprietary Software; and (y) material unregistered

Trademarks, in each case, included in the Transferred Intellectual Property. All Registered Intellectual Property is subsisting, and

to the Knowledge of Sellers, valid and enforceable.

(b)

Each Seller owns or possesses sufficient legal rights to its material Owned Intellectual Property without any known conflict with, or

infringement of, the rights of others. Each Seller possesses and is the sole, exclusive, and unrestricted legal and beneficial owner

of the Owned Intellectual Property and has a valid and enforceable license to use, as the case may be, all Intellectual Property and

IT Systems as used, sold, or licensed in the Transferred Business or that are otherwise necessary for the conduct of the Transferred

Business as of the date hereof. No Transferred Intellectual Property will, at the Closing, be subject to any Liens, adverse claims, any

requirement of any past (if outstanding), present, or future royalty payments or otherwise encumbered or restricted by any rights of

any third party, other than Permitted Liens. The execution, delivery, and performance of this Agreement and the consummation of the transactions

contemplated hereby will not result in the loss, forfeiture, termination, license or impairment of, or give rise to any obligation to

transfer or to create, change or abolish, or limit, terminate, or consent to the continued use of any material Intellectual Property.

(c)

The Transferred Intellectual Property and Transferred IT Systems (i) constitute all of the Intellectual Property and IT Systems used

or practiced (or held for use or practice) in or in connection with or otherwise necessary for the conduct of the Transferred Business;

and (ii) include all of the Intellectual Property and IT Systems necessary and sufficient to enable Buyer to conduct the Transferred

Business from and after the Closing in the same manner and to the same extent as currently conducted (and currently contemplated to be

conducted) by Sellers; in each case other than any Intellectual Property or IT Systems contemplated to be used by or on behalf of Sellers

to be provided under the Transition Services Agreement.

(d)

To the Knowledge of Sellers, no Person is currently infringing, misappropriating, or otherwise violating, nor has infringed, misappropriated

or otherwise violated, any Transferred Intellectual Property within the past three (3) years. None of Sellers, the Transferred Intellectual

Property nor the conduct of the Transferred Business infringes, misappropriates or otherwise violates, and has not, within the past three

(3) years, infringed, misappropriated or otherwise violated, the Intellectual Property rights of any Person. Neither Sellers nor the

Transferred Business have received any written notice or claim (including any invitation or offer to license) from any Person, within

the past three (3) years, (i) alleging that any of Sellers or the conduct of the Transferred Business infringes, misappropriates or otherwise

violates any Person’s Intellectual Property; or (ii) challenging the use, ownership, validity or enforceability of any Transferred

Intellectual Property, and there is no Litigation pending or threatened in writing against any Sellers alleging any of the foregoing.

Sellers have taken commercially reasonable efforts and appropriate steps to protect, maintain and preserve the confidentiality of any

Trade Secrets included in the Owned Intellectual Property. To the Knowledge of Sellers, there have been no material unauthorized uses

or disclosures of any such Trade Secrets.

(e)

Taking into account the services to be provided pursuant to the Transition Services Agreement, the Transferred IT Systems (i) operate

and perform in all material respects as required by the operation of the Transferred Business as conducted on the date hereof; (ii) are

in good working condition and have been properly maintained in accordance with commercially reasonable industry standards; (iii) together

with the Proprietary Software do not contain any “back door”, “time bomb”, “virus”, “Trojan

horse”, “worm”, “drop dead device”, or other software routines or hardware components that permit unauthorized

access or the unauthorized disablement or erasure of data, IT Systems, or software or could reasonably be expected to adversely impact

the confidentiality, integrity and availability of the information technology systems, applications and software; and (iv) have not,

in the prior three (3) years, suffered any (A) material security breaches or unauthorized access to the Transferred IT Systems that adversely

affected the Transferred IT Systems or the information stored thereon; or (B) material failure or malfunction, except such malfunctions

that have been remediated in all material respects. Except as would not reasonably be expected to have a Material Adverse Effect, Sellers

have implemented commercially reasonable backup, anti-virus, malware protection, server patch, intrusion detection, and disaster recovery

technology, policies and procedures.

Section

3.14 Compliance with Laws; Permits.

(a)

Sellers are in material compliance with all Laws applicable to the Transferred Business, except as set forth in Section 3.14 of

the Disclosure Schedule, as resulting from the filing and pendency of the Bankruptcy Cases. Except as related to or as a result of the

filing or pendency of the Bankruptcy Cases, for the past three (3) years, no investigation with respect to actual or alleged noncompliance

with applicable Laws and Orders by any Seller has been commenced, and no written notice, charge, claim, action or assertion has been

received by any Seller with respect to any actual, or, to the Knowledge of Sellers, alleged violation or noncompliance with applicable

Laws.

(b)

Sellers have all material Permits that are required for the operation of the Transferred Business as presently conducted. Sellers have

complied in all material respects, and are currently in compliance in all material respects, with all Permits that, individually or in

the aggregate, are material to the operation of the Transferred Business as currently conducted by Sellers. Except as a result of the

commencement of the Bankruptcy Cases, no event has occurred and is continuing that would reasonably be expected to result in any adverse

modification, revocation, suspension, or termination of, or any other material adverse change in, any Permit. No Seller has received

notice from any Governmental Authority regarding (x) any material breach or default under any Permit, (y) the expiration, revocation,

suspension or termination of, or any material adverse modification of the requirements under, any such Permit or (z) any administrative

investigation, administrative appeal, or judicial proceeding with respect to any such Permit (other than rulemaking proceedings of general

applicability).

Section

3.15 Environmental Matters. The representations and warranties contained in this Section 3.15 are the sole and exclusive

representations and warranties of Sellers with respect to environmental matters, including matters relating to Environmental Laws. Except

as would not be reasonably likely to have a Material Adverse Effect:

(a)

the operation and real properties of the Transferred Business are in compliance with all applicable Environmental Laws, which compliance

includes obtaining, maintaining and complying with all Permits required pursuant to Environmental Laws to operate the Transferred Business;

(b)

no Seller is the subject of any outstanding Order or Litigation with any Governmental Authority with respect to Environmental Laws in

connection with the operation of the Transferred Business;

(c)

no Seller is the subject of any pending Order or Litigation, or to the Knowledge of Sellers, threatened Litigation alleging that Sellers

may (i) be in violation of any Environmental Law or any Permit issued pursuant to Environmental Law or (ii) have any liability under

any Environmental Law, in each case in connection with the Transferred Business;

(d)

no Seller has released, generated, transported, disposed or exposed any Person to any Hazardous Material, on or into any real property,

in each case as has given or would give rise to Liability under Environmental Law; and

(e)

to the Knowledge of Sellers, there are no pending or threatened investigations of Sellers in connection with the operation of the Transferred

Business, or currently or previously owned, operated, or leased property of Sellers in connection with the operation of the Transferred

Business pursuant to any Environmental Law.

Section

3.16 Related Party Transactions. Except as set forth on Section 3.16 of the Disclosure Schedule and other than the Seller

Benefit Plans (including any employment arrangements), no current, as of the date hereof, officer, director, or executive committee member

of any Seller or any member of their immediate family or any Affiliate of such Seller is a party to any Contract or Lease set forth on

Section 2.6(b) of the Disclosure Schedule or has any material business arrangement with, or has any material financial obligations

to or is owed any financial obligations from, any Seller or current, as of the date hereof, officer, director, employee, consultant,

vendor or licensor of such Seller in connection with the operation of the Transferred Business or is a Material Supplier or material

customer of Sellers (each such Contract, Lease, or business arrangement, an “Affiliate Agreement”).

Section

3.17 Financial Statements. True, correct and complete copies of (a) the audited consolidated balance sheets and consolidated statements

of operations, changes in stockholders’ deficit, and cash flows of FAT Brands as of and for the years ended December 31, 2023 and

December 29, 2024 (the “Audited Financial Statements”) and (b) an unaudited consolidated balance sheet, consolidated

statement of operations, changes in stockholders’ deficit and cash flows for FAT Brands as of and for the nine (9) months ending

September 28, 2025 (the “Unaudited Financial Statements” and, together with Audited Financial Statements, the “Financial

Statements”), have been publicly filed. Except as set forth on Section 3.17 of the Disclosure Schedule, the Financial

Statements present fairly, in all material respects, the financial position, results of operations and cash flows of Sellers as of the

dates and for the periods indicated in such Financial Statements, have been prepared in accordance with the books of account and other

financial records of Sellers and have been prepared in conformity with GAAP (except, in the case of the Unaudited Financial Statements,

for the absence of footnotes and other presentation items and for normal year-end adjustments that are not material individually or in

the aggregate). Section 3.17 of the Disclosure Schedule is qualified by the fact that throughout the period covered by the Financial

Statements, (x) the Transferred Business has not operated as a standalone entity, but rather as a line of business intermingled with

other business lines of FAT Brands and its Subsidiaries, (y) the Financial Statements includes allocated figures as between such other

business lines and the Transferred Business and (z) the Financial Statements are not necessarily indicative of what the results of operations

or financial position of the respective Transferred Business will be in the future. Except as a result of the commencement of the Bankruptcy

Cases, none of Sellers has any Liabilities required by GAAP to be disclosed or reflected on or reserved against a consolidated balance

sheet (or the notes thereto) of such Sellers, except for Liabilities (A) set forth on Section 3.17 of the Disclosure Schedule,

(B) arising under any Designated Contract, Permit, or applicable Law, or otherwise in the Ordinary Course of Business since the date

of the most recent Financial Statements (other than Liabilities arising out of any breach or default under any such Designated Contract

or failure to comply with any such Permit or applicable Law), (C) which would not reasonably be expected to be material to the Transferred

Business, taken as a whole, (D) the Excluded Liabilities, or (E) which are expressly reflected or reserved against in the Financial Statements.

Section

3.18 Inventory; Working Capital Assets.

(a)

The Inventory as a whole is of a quantity and quality historically useable or saleable in the conduct of the Transferred Business since

the filing of the Bankruptcy Cases, except in respect to Inventory that would have been discarded in normal course after the date upon

which the Transferred Locations ceased operations. All Inventory is free and clear of all Liens (other than Permitted Liens) or defects

in materials and workmanship (normal wear and tear and spoilage excepted), as applicable. To the Knowledge of Sellers, the quantities

of each item of inventory are not excessive but are adequate in the present circumstances of the Transferred Business.

(b)

All of the material Accounts Receivable of the Transferred Business represent amounts receivable for products actually delivered or services

actually provided, have arisen in the Ordinary Course of Business and have been or will be billed.

Section

3.19 Insurance. Sellers maintain insurance covering the Transferred Business, the Acquired Assets and the Assumed Liabilities

with policies in such amounts and with such deductibles and coverage of such risks as such Sellers reasonably believe are generally deemed

adequate and customary for a similarly situated business as the Transferred Business, except as would not reasonably be expected to be

material to the Transferred Business, taken as a whole (the “Insurance Policies”). Each such Insurance Policy is in

full force and effect as of the date hereof, all premiums due and payable thereunder have been paid in full, and no Seller has received

a written notice of cancellation or termination of any such Insurance Policy, in each case, except as would not reasonably be expected

to be material to the Transferred Business taken as a whole.

Section

3.20 Suppliers. No Material Supplier has materially reduced, or indicated in writing its intention to materially reduce, its business

with the Transferred Business, and no Seller has received any written notice or written communication to the effect that (a) any such

Material Supplier has cancelled or terminated, or presently intends to cancel or terminate, its relationship with the Transferred Business,

(b) any such Material Supplier intends to amend any material terms of any Contract with any Seller, cease to sell to, or substantially

reduce sales, or (c) except in the Ordinary Course of Business, any such Material Supplier has increased or will increase the prices

it charges the Transferred Business or has reduced, will reduce or has threatened to reduce the discounts it offers to the Transferred

Business.

Section

3.21 Absence of Certain Changes or Events. Except as a result of the commencement of the Bankruptcy Cases, since the Petition

Date and through the date of this Agreement, (a) each Seller has conducted the Transferred Business in the Ordinary Course of Business,

and (b) there has not been any event, change, condition, occurrence or effect that, individually or in the aggregate, has had, or would

be reasonably expected to have, a Material Adverse Effect.

Section

3.22 As Is, Where Is. Except as specifically provided in Section 3.1 through Section 3.21 above, the Disclosure

Schedules, or any agreements, certificates or other instruments delivered in connection with this Agreement, including the Sale Order,

Sellers and Sellers’ Affiliates will convey the Acquired Assets to Buyer on an “As-Is, Where-Is” and “With All

Faults” basis, without representations, warranties, or covenants, express or implied, of any kind or nature. Buyer hereby waives

and relinquishes all rights and privileges arising out of, or with respect or in relation to, any representations, warranties or covenants,

whether express or implied, that may have been made or given, or that may have been deemed to have been made or given, by Sellers or

their Representatives, except for those expressly set forth in this Agreement. Upon the Closing Date, Buyer agrees to assume all risk

and liability (and agrees that Sellers will not be liable for any special, punitive, exemplary, direct, indirect, consequential, or other

damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Acquired

Assets. None of Sellers nor any other Person is making any representation or warranty of any kind or nature whatsoever, oral or written,

express or implied, relating to any Seller (including any relating to financial condition, results of operations, assets or liabilities

of such Seller), except as expressly set forth in this Article III, the Disclosure Schedules, and any agreements, certificates

and instruments delivered in connection with this Agreement, and each Seller hereby disclaims any such other representations or warranties.

Nothing in this Section 3.22 or elsewhere in this Agreement shall prevent Buyer from bringing any claim for Fraud.

Article

BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer

represents and warrants to each Seller that the statements contained in this Article IV are true and correct as of the date of

this Agreement and at the Closing.

Section

4.1 Organization of Buyer; Good Standing. Buyer is duly organized, validly existing and in good standing under the laws of the

state of Buyer’s organization and has all requisite organizational power and authority to own, lease, and operate Buyer’s

assets and to carry on Buyer’s business as now being conducted.

Section

4.2 Authorization of Transaction. Buyer has full power and authority (including full company power and authority) to execute and

deliver this Agreement and all other Related Agreements to which Buyer is a party and to perform Buyer’s obligations hereunder

and thereunder. The execution, delivery, and performance of this Agreement and all other Related Agreements to which Buyer is a party

have been duly authorized by Buyer. This Agreement (assuming due authorization and delivery by Sellers) constitutes the valid and legally

binding obligation of Buyer, enforceable against Buyer in accordance with this Agreement’s terms and conditions, subject to applicable

bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity.

Section

4.3 Noncontravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated

hereby (including the assignments and assumptions referred to in Article II) will (a) conflict with or result in a breach of the

certificate of incorporation or bylaws, certificate of formation or operating agreement, or other organizational documents, as applicable,

of Buyer, (b) violate any law or Order to which Buyer is, or Buyer’s assets or properties are, subject or (c) conflict with, result

in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify

or cancel, or require any notice under any Contract or Assumed Lease to which Buyer is a party or by which Buyer is bound, except, in

the case of either clause (b) or (c), for such conflicts, breaches, defaults, accelerations, rights, or failures to give notice as would

not, individually or in the aggregate, have a material adverse effect on Buyer. Buyer is not required to give any notice to, make any

filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the

transactions contemplated by this Agreement or any Related Agreement, except where the failure to give notice, file or obtain such authorization,

consent or approval would not, individually or in the aggregate, prevent or materially impair or delay Buyer’s ability to consummate

the transactions contemplated hereby or perform Buyer’s obligations hereunder on a timely basis.

Section

4.4 Litigation; Order. There is no Litigation pending or, to Buyer’s Knowledge, threatened in writing that challenges the

validity or enforceability of this Agreement or seeks to enjoin or prohibit consummation of the transactions contemplated hereby. Buyer

is not subject to any outstanding Order that would prevent or materially impair or delay Buyer’s ability to consummate the transactions

contemplated hereby or perform Buyer’s obligations hereunder on a timely basis.

Section

4.5 Brokers’ Fees. Buyer has not entered into any contract to pay any fees or commissions to any broker, finder, or agent

with respect to the transactions contemplated by this Agreement for which Sellers or any of Sellers’ Affiliates should become liable

or obligated to pay.

Section

4.6 Financial Capacity; Adequate Assurances. Buyer has the ability to make, or cause to be made, the Credit Bid and will have

at the Closing immediately available funds sufficient for the satisfaction of all of Buyer’s obligations under this Agreement,

including the delivery of the Purchase Price, and the payment of the Cure Costs and all other amounts required to be paid by Buyer in

connection with the transactions contemplated hereby and the Settlement Term Sheet (including the Funding Amount as set forth therein).

Buyer is capable of satisfying the conditions contained in Sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the

Designated Contracts and Assumed Leases and the related Assumed Liabilities.

Section

4.7 “AS IS” Transaction. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN Article

III ABOVE, THE DISCLOSURE SCHEDULES OR IN ANY OF THE CERTIFICATES DELIVERED AT CLOSING, NONE OF SELLERS NOR ANY OF THEIR REPRESENTATIVES

HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY MATTER RELATING TO THE

ACQUIRED ASSETS OR THE TRANSFERRED BUSINESS INCLUDING EXPENSES TO BE INCURRED IN CONNECTION WITH THE ACQUIRED ASSETS, THE PHYSICAL CONDITION

OF ANY OWNED REAL PROPERTY OR PERSONAL PROPERTY COMPRISING A PART OF THE ACQUIRED ASSETS OR THAT IS THE SUBJECT OF ANY OTHER ASSUMED

LEASE OR DESIGNATED CONTRACT TO BE ASSUMED BY BUYER AT THE CLOSING, THE ENVIRONMENTAL CONDITION OR ANY OTHER MATTER RELATING TO THE PHYSICAL

CONDITION OF ANY REAL PROPERTY OR IMPROVEMENTS THAT ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE ASSUMED BY BUYER AT THE CLOSING

OR OWNED REAL PROPERTY INCLUDED AS AN ACQUIRED ASSET, THE ZONING OF ANY SUCH REAL PROPERTY OR IMPROVEMENTS, THE VALUE OF THE ACQUIRED

ASSETS (OR ANY PORTION THEREOF), THE TRANSFERABILITY OF ANY PROPERTY, THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES,

THE MERCHANTABILITY OR FITNESS OF ANY PORTION OF THE ACQUIRED ASSETS OR THE TRANSFERRED BUSINESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER

MATTER OR THING RELATING TO THE ACQUIRED ASSETS OR ANY PORTION THEREOF.

BUYER

FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT IN CASES OF FRAUD, (A) NO SELLER NOR ANY OTHER PERSON WILL HAVE or

be subject to any liability or indemnification obligation to Buyer or any other person resulting from the distribution to, or use by,

Buyer or any of its affiliates or any of buyer’s representatives of any information provided to Buyer or any of its affiliates

or any of their respective representatives by any seller or any of their respective representatives, including any information, documents,

projections, forward-looking statements, forecasts or business plans or any other material made available in any “data room,”

confidential information memoranda or any management presentations in expectation of or in connection with the transactions contemplated

by this agreement, and (B) THAT IN PROCEEDING WITH THE TRANSACTIONS CONTEMPLATED HEREBY, BUYER IS DOING SO BASED SOLELY UPON SUCH

INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY, BUYER WILL ACCEPT THE ACQUIRED ASSETS AT THE CLOSING “AS IS,” “WHERE

IS,” AND “WITH ALL FAULTS.” BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT THE ASSIGNMENT AND ASSUMPTION OF THE ASSUMED LEASES

AND DESIGNATED CONTRACTS FORMING PART OF THE ACQUIRED ASSETS WILL BE CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, NOTWITHSTANDING

ANY AND ALL OUTSTANDING DEFAULTS AND OTHER CLAIMS FOR FAILURES TO COMPLY WITH THE PROVISIONS OF SUCH ASSUMED LEASES AND DESIGNATED CONTRACTS,

CERTAIN OF WHICH DEFAULTS OR CLAIMS MAY NOT BE SUBJECT TO CURE OR WAIVER.

Article

PRE-CLOSING COVENANTS

The

Parties agree as follows with respect to the period between the execution of this Agreement and the Closing (except as otherwise expressly

stated to apply to a different period):

Section

5.1 Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement (including Section 5.4(a),

Section 5.8 and Section 5.9), each of the Parties shall use such Party’s reasonable best efforts to take, or cause

to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably

necessary, proper or advisable to consummate and make effective, the transactions contemplated hereby and perfect and confirm Buyer’s

ownership of the Acquired Assets as promptly as practicable, including to obtain all necessary waivers, consents and approvals and effecting

all necessary registrations and filings, including all necessary waivers, consents and approvals from customers and other parties, except

as otherwise specifically provided in Section 5.5, Section 5.8 and Section 5.9; provided, however, that notwithstanding

the foregoing, the Parties hereto acknowledge and agree that in no event shall the receipt or obtaining of any such waiver, consent or

approval be a condition to the obligation of any Party to consummate the transactions contemplated by this Agreement at the Closing,

and any such actions requested by Buyer following the Closing shall be at Buyer’s sole cost and expense. Without limiting the generality

of the foregoing, (a) each Seller shall use such Seller’s commercially reasonable efforts to cause the conditions set forth in

Section 7.1 that are within such Seller’s control or influence to be satisfied or fulfilled and (b) Buyer shall use Buyer’s

commercially reasonable efforts to cause the conditions set forth in Section 7.2 that are within Buyer’s control or influence

to be satisfied or fulfilled. The Parties will coordinate and cooperate with each other in exchanging such information and supplying

such assistance as may be reasonably requested by each in connection with the foregoing.

Section

5.2 Conduct of the Transferred Business Pending the Closing.

(a)

During the period prior to the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required or restricted

by applicable Law, pursuant to the Bankruptcy Code or pursuant to an Order of the Bankruptcy Court, the exercise of Sellers’ reasonable

business judgment, to operate the Transferred Business in the Ordinary Course of Business in all material respects. Sellers shall use

commercially reasonable efforts to, (i) preserve Sellers’ respective business organizations in respect of the Transferred Business,

(ii) maintain the Transferred Business and the Acquired Assets (normal wear and tear excepted), (iii) use commercially reasonable efforts

to keep available the services of Sellers’ respective officers and employees with respect to the Transferred Business, and (iv)

maintain in all material respects satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants,

vendors, and others having material business relationships with Sellers in connection with the operation of the Transferred Business

(other than payment of pre-petition claims); provided, that Sellers shall not be obligated to make any payments not otherwise

required in the Ordinary Course of Business or to incur any liability or obligation in order to comply with the foregoing.

(b)

Except (i) as set forth on Section 5.2(b) of the Disclosure Schedule, (ii) any and all matters as may be approved by the Bankruptcy

Court in accordance with this Agreement, (iii) any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code,

(iv) as required by applicable Law, (v) to the extent exclusively related to an Excluded Asset or an Excluded Liability, (vi) as otherwise

expressly required by this Agreement or any Related Agreement, (vii) as expressly required in connection with any debtor-in-possession

financing or any order of the Bankruptcy Court authorizing the use of cash collateral, or (viii) with the prior written consent of Buyer

(which consent shall not be unreasonably withheld, conditioned, or delayed), no Seller shall:

(i)

Except as required by applicable Law or any Assumed Seller Plan in effect on the date of this Agreement or as set forth on Section

5.2(b)(i) of the Disclosure Schedule, (A) make or grant any wage or salary increase to any Covered Employee (other than standard

merit increases to individuals who are not officers or directors consistent with past practice within the past three (3) years that are

less than 5% individually or 3% in the aggregate), (B) make any increase in the payment of benefits under any Seller Benefit Plan, (C)

take any action with respect to the grant of any severance or termination pay (other than pursuant to policies or agreements in effect

on the date of this Agreement) which will become due, (D) adopt, amend or terminate any Seller Benefit Plan, or plan or agreement that

would be a Seller Benefit Plan if adopted, (E) grant, amend or modify, or accelerate the vesting or payment of, any award under any Seller

Benefit Plan, (F) enter into any employment, consulting or similar agreement or amend any existing employment agreement with respect

to any Covered Employee, if such Covered Employee will receive, or has received, annual base cash compensation in excess of $100,000,

(G) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of

compensation or benefits under any Seller Benefit Plan, (H) enter into, amend or terminate any collective bargaining agreement or other

agreement with a labor union, works council or similar organization, (I) forgive any loans, or issue any loans (other than routine travel

advances issued in the Ordinary Course of Business or loans under any defined contribution retirement plan) to any Covered Employee,

or (J) hire or engage any new Covered Employee, or terminate the employment or engagement, other than for cause, of any Covered Employee,

if such Covered Employee will receive, or has received, annual base cash compensation in excess of $100,000, other than in the Ordinary

Course of Business;

(ii)

subject any Acquired Assets to any Lien, except for Permitted Liens;

(iii)

enter into any Contract that would reasonably be expected to materially limit or materially restrict the conduct or operations of the

Transferred Business;

(iv)

incur, create, assume, guarantee, or become liable for any indebtedness in respect of the Transferred Business, other than trade debt,

other indebtedness incurred in the Ordinary Course of Business and the DIP Facility;

(v)

(A) sell, transfer, assign, license, sublicense, covenant not to assert, fail to maintain, permit to lapse, terminate, abandon, cancel

or otherwise dispose of any material Owned Intellectual Property or material owned IT Systems included in the Transferred IT Systems,

other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) disclose any Trade Secrets included in the Owned

Intellectual Property (other than pursuant to a written confidentiality agreement entered into in the Ordinary Course of Business that

reasonably protects the confidentiality thereof);

(vi)

write up, write down, or write off the book value of any Acquired Assets, other than in the Ordinary Course of Business or as required

by GAAP;

(vii)

seek to accelerate the receipt of any royalty payments or licensing receivables generated by the Transferred Business and constituting

Acquired Assets, by way of discount or otherwise;

(viii)

enter into any new or additional Lease (provided that Seller may extend or renew the term of any Assumed Lease which is near expiry)

or open any new, additional restaurant in respect of the Transferred Business other than the Transferred Locations set forth on Section

5.2(b)(viii) of the Disclosure Schedule;

(ix)

voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party in pursuing or seeking, a conversion

of the Bankruptcy Cases to cases under chapter 7 of the Bankruptcy Code, the appointment of a trustee under chapter 11 or chapter 7 of

the Bankruptcy Code and/or the appointment of an examiner with expanded powers before Closing;

(x)

sell, transfer, lease, sublease, encumber or otherwise dispose of any Acquired Assets other than Inventory sold or disposed of in the

Ordinary Course of Business;

(xi)

issue, sell, grant, pledge, dispose or transfer any equity interests in any Seller;

(xii)

acquire (A) any assets or properties, tangible or intangible, of a third party other than in the Ordinary Course of Business or (B) any

third party corporation, partnership, limited liability company, other business organization or division thereof;

(xiii)

merge or consolidate with or into any legal entity, dissolve, liquidate or otherwise terminate its existence;

(xiv)

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect

of any securities of any Seller, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any

capital stock or voting securities of, or equity interests in, any Seller or any securities of any Seller convertible into or exchangeable

or exercisable for capital stock or voting securities of, or equity interests in, any Seller, or any warrants, calls, options or other

rights to acquire any such capital stock, securities or interests, other than any transfers among Sellers;

(xv)

amend the organizational documents of any Seller in a manner adverse to Buyer (provided, however, that certain of the Sellers or their

Affiliates may be converted to limited liability companies prior to or following the Closing);

(xvi)

enter into any joint venture agreement that involves a sharing of profits, cash flows, expenses or losses with third parties related

to or affecting the Transferred Business or the Acquired Assets;

(xvii)

take any action (other than any actions required by the Bidding Procedures Order, the Bankruptcy Court or applicable Law) in breach of

the Sale Order;

(xviii)

(A) reject or terminate (other than by expiration in accordance with its terms, except as a result of a breach by any Seller) any Designated

Contract or Assumed Lease or seek Bankruptcy Court approval to do so or otherwise reject any Designated Contract or Assumed Lease, (B)

fail to use commercially reasonable efforts to oppose any action by a third party to so terminate (including any action by a third party

to obtain Bankruptcy Court approval to terminate) any Designated Contract or Assumed Lease, except in each case, to the extent Buyer

has indicated in writing that it wishes Sellers to reject such Contract, (C) waive, release or assign any rights or claims under any

Designated Contract or Assumed Lease or any Contract that would be a Designated Contract or an Assumed Lease if in effect on the date

hereof, or (D) amend or modify any Designated Contract or Assumed Lease;

(xix)

with respect to any Acquired Asset (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases; or (B) fail

to use commercially reasonable efforts to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy

Cases;

(xx)

change, make (inconsistent with past practice) or revoke any Tax election, change any method of accounting with respect to Taxes, file

any amended Tax Return, surrender or compromise any right to claim a Tax refund, settle or compromise any audit, claim, notice, audit,

assessment or other Litigation related to Taxes, enter into any agreement affecting any Tax Liability or any Tax refund or file any request

for rulings or special Tax incentives with any Governmental Authority, enter into any Tax allocation, sharing or indemnity agreement,

extend or waive the statute of limitations period applicable to any Tax or Tax Return, in each case for this clause (xx), to the extent

such action could reasonably be expected to increase Buyer’s or any of its Affiliates’ Liability for Taxes with respect to

the Acquired Assets, the Assumed Liabilities or the Transferred Business;

(xxi)

knowingly take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to

prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment;

(xxii)

make any change in any material method of accounting or accounting practice or policy, except as required by applicable Law or GAAP;

(xxiii)

fail to maintain in full force and effect any material existing insurance policies (unless coverage is otherwise replaced);

(xxiv)

(A) cancel, adversely modify or terminate (other than by expiration in accordance with its terms) any Permit or seek Bankruptcy Court

approval to do so, or (B) fail to use commercially reasonable efforts to oppose any action by a third party to so terminate (including

any action by a third party to obtain Bankruptcy Court approval to terminate) any Permit;

(xxv)

make any advances or capital contributions to, or investments in, any other Person (other than to a Seller);

(xxvi)

institute, settle or agree to settle any material Litigation, except as approved by the Bankruptcy Court;

(xxvii)

agree to any limitations on the Transferred Business from engaging or competing in any line of business or in any geographic area or

location or otherwise with any Person or from soliciting or hiring any Person;

(xxviii)

make any material change in the nature of the Transferred Business; or

(xxix)

agree in writing to take any action that is expressly prohibited by this Section 5.2.

Section

5.3 Bankruptcy Court Matters.

(a)

This Agreement and the transactions contemplated hereby are subject to (i) the Bidding Procedures Order and (ii) the Sale Order. Sellers

shall not seek (or support any other Person in seeking) to limit the ability of Buyer, as the agent of the Trustee, (acting at the direction

of the required Prepetition Noteholders), and the DIP Agent (acting at the direction of the required DIP Lenders) to make such credit

bid “for cause” under Section 363(k) of the Bankruptcy Code.

(b)

Following the earlier of the completion of the Auction in accordance with the Bidding Procedures Order and, if no Qualified Bids (as

defined in the Bidding Procedures Order) are received by the Bid Deadline, the Bid Deadline and until the Closing or the earlier valid

termination of this Agreement, Sellers and their Affiliates are neither permitted to, nor permitted to cause, encourage or permit their

Representatives or Affiliates to, (i) initiate contact with, solicit or knowingly encourage, induce or facilitate any Competing Bid or

alternative sale transaction or any inquiry or proposal that would reasonably be expected to lead to a Competing Bid or alternative sale

transaction or (ii) participate or engage in any discussions or negotiations with any Person regarding, or furnish to any Person any

information with respect to, or cooperate in any way with any Person (whether or not a Person making a Competing Bid) with respect to,

any Competing Bid or any inquiry or proposal that would reasonably be expected to lead to a Competing Bid or alternative sale transaction;

provided, however, that notwithstanding anything in this Agreement to the contrary, nothing shall prevent the Debtors (including

any governing body thereof, including the Special Committee) from taking any action, or refraining from taking any action, that the Debtors

(including any governing body thereof, including the Special Committee) determine in good faith, after consultation with outside counsel,

is required by their fiduciary obligations under applicable Law.

(c)

Anything in this Agreement or any of the Related Agreements to the contrary notwithstanding, Buyer shall be entitled to participate in

the Auction as the agent of the Trustee (acting at the direction of the Prepetition Noteholders) and the DIP Agent (acting at the direction

of the required DIP Lenders) shall be entitled to participate in the Auction and credit bid to acquire the Acquired Assets in accordance

with the DIP Order and the Bidding Procedures Order.

(d)

If there is an Auction and Buyer is not the prevailing party at the conclusion of such Auction (such prevailing party, the “Prevailing

Bidder”) but Buyer submits the second highest or second best bid at the Auction for the Acquired Assets which is memorialized

by an acceptable agreement incorporating terms established at the Auction (the “Back-Up Purchase Agreement”), or the

terms of this Agreement constitute the second highest or best bid for the Acquired Assets, then Buyer shall keep Buyer’s bid to

consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement (as the same may be

improved upon in the Auction) open and irrevocable until the earlier of (i) 11:59 p.m. (prevailing Central Time) on the date that is

thirty (30) days after the date of entry of the relevant Sale Order (such date that is thirty (30) days after the date of entry of the

relevant Sale Order, the “Outside Back-up Date”), and (ii) the Closing. Following the Sale Hearing and prior to the

Outside Back-up Date, if Seller notifies Buyer that the Prevailing Bidder has failed to consummate the applicable alternative transaction

as a result of a breach or failure to perform on the part of such Prevailing Bidder, then Buyer, as Back-up Bidder, will be deemed to

have the new prevailing bid, and Sellers will be authorized, pursuant to the procedures set forth in paragraph 31 of the Bidding Procedures

Order, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in the Back-Up Purchase Agreement

or, if none, this Agreement with Buyer.

(e)

Sellers shall provide draft copies of all motions, notices, statements, schedules, applications, reports and other papers Sellers intend

to file with the Bankruptcy Court in connection with the Bidding Procedures Order, the Sale Order or any other Bankruptcy Court Order

to Buyer (who shall promptly deliver copies of each such document received from Sellers to the Trustee and DIP Agent) within a reasonable

period of time prior to the date Sellers intend to file any of the foregoing and consult in advance in good faith with Buyer regarding

the form and substance of any such proposed filing with the Bankruptcy Court. Sellers shall promptly serve true and correct copies of

all related pleadings in accordance with the Bidding Procedures Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,

the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Southern District of Texas, and any

other applicable order of the Bankruptcy Court.

(f)

If Buyer is deemed to be the Successful Bidder, Sellers shall diligently seek entry of the Sale Order and any other necessary Orders

to consummate the transactions contemplated hereby, including the transactions set forth in the Closing Steps Plan (the “Related

Orders”) by the Bankruptcy Court no later than May 11, 2026, or if the Auction is cancelled in accordance with the Bidding

Procedures Order, the earliest date thereafter that the Bankruptcy Court is available to conduct a hearing to consider the Sale Order.

The Sale Order shall be in form and substance reasonably acceptable to Buyer, Trustee, DIP Agent, and Sellers and shall, among other

things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers

of this Agreement and the agreements, instruments and other documents necessary or advisable to effect at the Closing the transactions

set forth in the Closing Steps Plan, or such other steps as Buyer and FAT Brands may agree in writing (collectively, the “Closing

Steps Documentation”), (B) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all

Liens (other than Liens included in the Assumed Liabilities and Permitted Liens), (C) the performance by Sellers of Sellers’ respective

obligations under this Agreement and the Closing Steps Documentation; and (D) the credit bidding of the Credit Bid Amount and the cancellation

of the Prepetition Notes subject to the Credit Bid on terms acceptable to the Trustee, (ii) authorize and empower Sellers to assume and

assign to Buyer (or its designee) the Designated Contracts and Assumed Leases; and (iii) find that (A) Buyer is a “good faith”

buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to any Seller and grant Buyer the protections of Section

363(m) of the Bankruptcy Code, (B) neither Trustee nor DIP Agent are an Affiliate or successor in interest of Buyer, and (C) Trustee

and DIP Agent each acted with full authority and in good faith with respect to the transactions contemplated by this Agreement and the

Closing Steps Plan, including but not limited to the Credit Bid. Buyer shall promptly take such actions as are reasonably requested by

Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order and any Related Orders, including furnishing affidavits or

other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Buyer is a

“good faith” purchaser under Section 363(m) of the Bankruptcy Code and (b) establishing adequate assurance of future performance

within the meaning of Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order or

any Related Order shall be appealed, Sellers shall notify Buyer of such appeal as promptly as practicable and shall keep Buyer reasonably

informed and updated regarding the status of any such appeal, and Sellers shall use their reasonable best efforts to diligently defend

against any such appeal and to obtain an expedited resolution thereof, and, upon the reasonable request of Sellers, Buyer shall use its

reasonable best efforts to assist Sellers with the foregoing.

(g)

The Parties agree that, prior to the Closing, the Parties shall work in good faith to negotiate and document the terms of the Closing

Steps Documentation to which they are an express party and implement the transactions contemplated therein, and that such Closing Steps

Documentation shall be in form and substance reasonably acceptable to the Buyer, Sellers, and the Trustee.

(h)

Unless otherwise provided in the Bidding Procedures Order, the Bidding Procedures Order shall apply to the sale of the Transferred Business

hereunder.

(i)

Sellers and FAT Brands covenant and agree that, after the Closing, the terms of any reorganization plan or plan of liquidation it submits

to the Bankruptcy Court for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement,

or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, other than

as required pursuant to the Bidding Procedures Order or the Sale Order.

(j)

The Parties acknowledge and agree that, upon the Closing, the Trustee, on behalf of the Prepetition Noteholders, shall continue to hold

allowed general unsecured claims against certain of Sellers in an amount equal to the aggregate Obligations (as defined under the Prepetition

Indenture) with respect to the Prepetition Notes to the extent such Obligations are not exchanged and cancelled pursuant to the Credit

Bid (the “Deficiency Claims”), including, for the avoidance of doubt, Obligations with respect to the Prepetition

Out-of-Scope Notes and such a portion of the Obligations with respect to the B-2 Prepetition Notes as is not subject to the Credit Bid.

The Twin Prepetition Noteholders (or their nominees via a customary master ballot) shall be entitled to vote the aggregate amount of

the Deficiency Claims to accept or reject any chapter 11 plan proposed by any applicable Debtors.

(k)

Prior to the Closing, Sellers shall have filed, in form and substance reasonably acceptable to Buyer, Trustee and DIP Agent, on an emergency

basis, a motion to dismiss the Bankruptcy Cases of any Debtor whose shares of capital stock or other equity interests are purchased by

the Buyers.

(l)

Sellers shall comply with, and shall use commercially reasonable efforts to cause the satisfaction of, each deadline and requirement

set forth in the Bidding Procedures Order.

(m)

Prior to the Sale Hearing, Sellers shall (and shall cause the applicable Debtors to) file an emergency motion pursuant to Federal Rule

of Bankruptcy Procedure 9019 seeking entry of the Settlement Order approving the settlement reflected in the Settlement Term Sheet (the

“9019 Motion”). Sellers shall use commercially reasonable efforts to (i) file the 9019 Motion as soon as reasonably

practicable following the date of this Agreement and (ii) obtain entry of the Settlement Order on or prior to the Closing Date. From

and after the filing of the 9019 Motion, Sellers shall promptly notify Buyer of any material developments with respect to the 9019 Motion

and shall consult with Buyer prior to making any material amendment or modification to the 9019 Motion or the proposed Settlement Order.

Section

5.4 Notices and Consents. Prior to the Closing and as necessary following the Closing:

(a)

to the extent that the Sale Order does not eliminate the requirement to obtain the prior consent of or notification to any one or more

counterparties to a Designated Contract or Assumed Lease, Sellers will give, or will cause to be given, any notices to third parties,

and each of the Parties will use such Party’s commercially reasonable efforts to obtain any third-party consents or waivers as

are otherwise necessary and appropriate to consummate the transactions contemplated hereby;

(b)

each of the Parties will give any notices to, make any filings with, and use such Party’s commercially reasonable efforts to obtain

any authorizations, orders, consents, and approvals of Governmental Authorities necessary and appropriate to consummate the transactions

contemplated hereby, if any;

(c)

Sellers and Buyer shall cooperate with each other and, as promptly as practicable after the date of this Agreement use commercially reasonable

efforts to obtain the issuance, transfer or reissuance to Buyer of all Permits necessary to lawfully own and operate the Transferred

Business and Acquired Assets. The Parties shall use commercially reasonable efforts to respond promptly to any requests for additional

information made by such Governmental Authorities or agencies, use their respective commercially reasonable efforts to participate in

any presentations, hearings, settlement proceedings or other proceedings ordered with respect to applications to transfer or reissue

such Permits, and use respective commercially reasonable efforts to cause approval to be obtained as soon as practicable after the date

of filing. Buyer will bear all costs of the preparation and review of any such filing. Sellers and Buyer shall have the right to review

in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filing

made in connection any filings to transfer the Permits and the filing Party shall consider in good faith any revisions reasonably requested

by the non-filing Party; and

(d)

Sellers shall promptly notify Buyer in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event

of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Section 7.1 becoming incapable

of being satisfied.

Section

5.5 Notice of Developments. Each Seller and Buyer will give prompt written notice to the other Parties of (a) the existence of

any fact or circumstance, or the occurrence of any event, of which such Party has Knowledge that would reasonably be likely to cause

a condition to a Party’s obligations to consummate the transactions contemplated hereby set forth in Article VII not to

be satisfied as of a reasonably foreseeable Closing Date or (b) the receipt of any notice or other communication from any Governmental

Authority in connection with the transactions contemplated by this Agreement; provided, however, that the delivery of any

such notice pursuant to this Section 5.5 shall not be deemed to amend or supplement this Agreement and the failure to deliver

any such notice shall not constitute a waiver of any right or condition to the consummation of the transactions contemplated hereby by

any Party.

Section

5.6 Access. Sellers will provide Buyer and Buyer’s Representatives access to all properties, offices, plants, facilities,

Books and Records and Designated Contracts and Assumed Leases included in the Acquired Assets via an electronic data room and furnish

Buyer with such financial, operating and other data and information, and access to all the officers, accountants and other Representatives

of Sellers as Buyer may reasonably request and to make extracts and copies of such Books and Records; provided, however,

that, for avoidance of doubt, the foregoing shall not require any Person to waive, or take any action with the effect of waiving, such

Party’s attorney-client privilege with respect thereto.

Section

5.7 Bulk Transfer Laws. The Parties intend that pursuant to Section 363(f) of the Bankruptcy Code, the transfer of the Acquired

Assets shall be free and clear of any Liens on the Acquired Assets including any liens or claims arising out of the bulk transfer laws

except Permitted Liens, and the Parties shall take such steps as may be necessary or appropriate to so provide in the Sale Order. In

furtherance of the foregoing, each Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers”

or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement.

Section

5.8 Intellectual Property Matters.

(a)

Name Changes. Promptly (but in no event later than one-hundred twenty (120) days) following the Closing Date, Sellers shall use

reasonable best efforts (i) make any required filings with, or deliver any required notices to, the applicable Governmental Authorities

necessary to change their corporate, business, and trade names to names that do not include any Business Names or Business Marks and

are not confusingly similar thereto and otherwise cease to refer to themselves as, or do business under, the Business Names or Business

Marks; (ii) not use any materials that bear any Business Names or Business Marks (subject to any services provided under the Transition

Services Agreement that may require such use as permitted therein); (iii) not use any websites or domain names that include or reference

any Business Names or Business Marks (subject to any services provided under the Transition Services Agreement that may require such

use as permitted therein); and (iv) obliterate, mask or remove all Business Names and Business Marks from all public-facing materials

that are owned by (or in the possession, custody or control of) Sellers. Each Seller shall be permitted to use the Business Names solely

(A) to the extent required by applicable Law or permitted by doctrines of fair use, including as a former name for legal and noticing

purposes in connection with the Bankruptcy Cases in other legal documents, in connection with the filing of Tax Returns and for the Wind-Down

or in other legal documents related to the foregoing, and to otherwise reference the historic relationship between each Seller, its Affiliates

and the Transferred Business; and (B) as necessary to provide any services provided under the Transition Services Agreement that may

require such use as permitted therein.

(b)

Franchisee License Rights. The Parties acknowledge that certain franchisees of the Transferred Business may hold license rights

to use certain Intellectual Property included in the Acquired Assets. In Section 5.8(b) of the Disclosure Schedule, Sellers have

provided a true, complete, and accurate list of all such existing franchisees (other than any franchisee that holds such license pursuant

to a Franchise Agreement), together with the Contracts (other than any Franchise Agreement) governing their respective rights to use

such Intellectual Property. All such existing license rights granted to franchisees under Franchise Agreements shall survive the Closing

and shall continue in full force and effect in accordance with their terms. Buyer shall assume all obligations of Sellers under such

Franchise Agreements with respect to the licensing of Intellectual Property to franchisees.

(c)

Termination of Sellers’ IP Rights. Sellers hereby acknowledge that from and after the Closing, all right, title and interest

in and to each of the Transferred Intellectual Property are owned exclusively by Buyer and that, subject to Section 5.8(a) and

the Transition Services Agreement, any and all right of Sellers to use the Transferred Intellectual Property shall terminate as of the

Closing, along with any and all goodwill associated therewith. Subject to Section 5.8(a) and the Transition Services Agreement,

to the extent that any of Sellers are deemed to have a license (express or implied) to use any Transferred Intellectual Property, the

Parties hereby agree that any such license is terminated effective as of the Closing.

(d)

IP Filings. Promptly but in no event later than one hundred and twenty (120) days following the Closing Date, Buyer shall, at

Buyer’s expense, make all necessary filings with (as applicable) the U.S. Patent and Trademark Office, the U.S. Copyright Office

and any Governmental Authorities in all applicable jurisdictions to ensure that Buyer is identified in the records of such applicable

Governmental Authority as the owner of record of the Registered Intellectual Property. After the Closing, Sellers shall, upon Buyer’s

reasonable request, promptly execute and deliver to Buyer all such instruments of transfer, powers of attorney and other documents, and

take all such further actions as may be reasonably necessary to enable Buyer to effect and perfect the foregoing (at Buyer’s sole

cost and expense).

Section

5.9 Transfer of Permits. Sellers and Buyer shall use their respective reasonable best efforts to effectuate the transfer of all

Permits held by Sellers and as are reasonably necessary for Buyer to operate the Transferred Business and each Transferred Location following

the Closing in a similar manner to the operation of the Transferred Business and each Transferred Location as conducted prior to the

date hereof to the extent permitted under applicable Law. To the extent any Permit is not transferable, Buyer may apply for new Permits

with respect to the applicable Transferred Locations, and Sellers shall provide such reasonable cooperation as Buyer may reasonably request

in connection therewith. If any Permit cannot be transferred or issued prior to the Closing (a “Deferred License”),

until such transfer or issuance can be completed or the completion of the Wind-Down (if earlier), the relevant Seller shall use reasonable

best efforts to continue to hold such Deferred License for the benefit of the Buyer and the Transferred Business (at Buyer’s sole

cost and expense) and, to the extent permitted by applicable law, cooperate with Buyer to provide Buyer with the benefits of such Deferred

License. Notwithstanding anything to the contrary in this Section 5.9, the Parties acknowledge and agree that the transfer or

issuance of any Permit or other approval shall not constitute a condition to the Closing or the Parties’ respective obligations

to consummate the transactions contemplated by this Agreement at the Closing.

Section

5.10 Maintenance of Assets. Unless otherwise agreed in writing by FAT Brands and Buyer, each Seller set forth in Section 5.10

of the Disclosure Schedule shall not dissolve, liquidate, or otherwise wind down its legal existence until the date on which the applicable

Deferred Licenses set forth therein have been transferred or issued to Buyer (such period of time, the “License Maintenance

Period”); provided that as a condition to Sellers’ obligations under this Section 5.10, all reasonable

documented and out-of-pocket costs and expenses (including reasonable documented attorneys’ fees) incurred during the License Maintenance

Period and arising out of or in furtherance of maintaining such Seller’s legal existence or compliance with the provisions of this

Section 5.10 for the duration of the License Maintenance Period shall be borne by Buyer at Buyer’s sole cost and expense.

Section

5.11 Settlement Order. Sellers shall, and shall cause all other debtors, comply with the milestones set forth in the Settlement

Order (as the same may be extended or waived in accordance with the terms of the Settlement Order).

Article

OTHER COVENANTS

The

Parties agree as follows with respect to the period from and after the Closing:

Section

6.1 Further Assurances.

(a)

In case at any time after the Closing any further action is necessary to carry out a Party’s obligations under this Agreement,

such Party will, at the requesting Party’s sole cost and expense, take such further action (including the execution and delivery

of such other reasonable instruments of sale, transfer, conveyance, assignment, assumption and confirmation, providing materials and

information) as the other Party may reasonably request which actions shall be reasonably necessary to transfer, convey, or assign to

the applicable Buyer all of the Acquired Assets to be acquired by Buyer in accordance with Section 2.1 or to confirm Buyer’s

assumption of the Assumed Liabilities to be assumed by Buyer in accordance with Section 2.2. Buyer acknowledges that Sellers or

their Affiliates are transferring the assets, properties, rights and interests (and certain Liabilities) of Sellers to the extent primarily

used in or primarily related to the Elevation Burger Business and the Hot Dog on a Stick Business to third parties (each, a “Third

Party Buyer”) pursuant to the terms of the Elevation Burger APA and the Hot Dog on a Stick APA, respectively, and that such

Third Party Buyers require certain post-Closing cooperation and transition services from Buyer, Sellers and/or their respective Affiliates.

Buyer agrees that it will (and will cause its designees that acquire any applicable Acquired Assets to) use reasonable best efforts to

cooperate with Sellers, their Affiliates and such Third Party Buyers to give effect to such transactions and to permit the continued

operation of the Elevation Burger Business or the Hot Dog on a Stick Business, as applicable, by such Third Party Buyers following the

Closing (including providing Transition Services (as defined in the Transition Services Agreement) to such Third Party Buyers pursuant

to the Transition Services Agreement and/or entering into customary transition services arrangements as part of the Transition Services

Agreement and, solely with respect to existing co-branded locations relating to the Hot Dog on a Stick Business, co-branding and support

arrangements, in each case on customary arms’ length terms and conditions).

(b)

With respect to any Acquired Asset (and any asset that is not an Acquired Asset solely as a result of a restriction on transfer or assignment)

for which consent or approval is required for transfer or assignment pursuant to the Sale Order, but is not obtained prior to the Closing,

Sellers shall reasonably cooperate with Buyer for up to thirty (30) days after the Closing in any reasonable arrangement that Buyer may

request to provide Buyer with all of the benefits of, or under, the applicable Acquired Assets (or assets that are not Acquired Assets

solely as a result of a restriction on transfer or assignment), including taking actions reasonably required to enforce, for the benefit

of Buyer (and at Buyer’s sole cost and expense), any and all rights of Sellers against any party to the applicable Acquired Asset.

For the avoidance of doubt, entry of the Sale Order shall constitute the necessary consents for any assumption and assignment of Designated

Contracts or Assumed Leases.

(c)

Sellers shall use commercially reasonable efforts to identify prior to Closing any Intellectual Property that (i) is owned by a Non-Seller

Affiliate, (ii) that is used (or held for use) in, or that relates to, the Transferred Business, and (iii) is material to the operation

of the Transferred Business as currently conducted (collectively, the “Additional FB Intellectual Property”). To the

extent Sellers identify any Additional FB Intellectual Property prior to Closing, Sellers shall use commercially reasonable efforts to

take such further action (including the execution and delivery of such other reasonable instruments of sale, transfer, conveyance, assignment,

assumption and confirmation, providing materials and information) as may be reasonably necessary to cause the applicable Non-Seller Affiliate

to transfer, convey, assign and deliver to Sellers prior to Closing, or to Buyer at Closing, all of such Non-Seller Affiliate’s,

right, title, and interest in and to such Additional FB Intellectual Property. To the extent Sellers identify any Additional FB Intellectual

Property after the Closing, Sellers shall, at Buyer’s sole cost and expense, use commercially reasonable efforts to cause the applicable

Non-Seller Affiliate to take such further action (including the execution and delivery of such other reasonable instruments of sale,

transfer, conveyance, assignment, assumption and confirmation, providing materials and information) as may be reasonably necessary to

transfer, convey, assign and deliver to Buyer all of such Non-Seller Affiliate’s, right, title, and interest in and to such Additional

FB Intellectual Property.

Section

6.2 Access; Enforcement; Record Retention. From and after the Closing, upon request by any Party (the “Requesting Party”),

the other Parties will permit such Requesting Party and such Requesting Party’s Representatives to have reasonable access during

normal business hours, at the sole expense of such Requesting Party and in a manner so as not to interfere unreasonably with the normal

business operations of the other Party, to all premises, properties, personnel, books and records, and Contracts or Leases of such Party

for the purposes of (a) preparing Tax Returns, (b) monitoring or enforcing rights or obligations under this Agreement or any of the Related

Agreements, or (c) defending third-party lawsuits or complying with the requirements of any Governmental Authority; provided,

however, that, for avoidance of doubt, the foregoing shall not require a Party to take any such action if (i) such action may

result in a waiver or breach of any attorney-client privilege, (ii) such action could reasonably be expected to result in violation of

applicable Law, or (iii) providing such access or information would be reasonably expected to be disruptive to a Party’s normal

business operations. Buyer agrees to maintain the files or records that are contemplated by the first sentence of this Section 6.2,

including for the avoidance of doubt all Books and Records, in a manner consistent in all material respects with Buyer’s document

retention and destruction policies, as in effect from time to time, for six (6) years following the Closing and to give Sellers or their

successors access to such files and records (including all Books and Records) for purposes of administration of Sellers’ respective

Bankruptcy Cases, including the winddown of the estates, any confirmation of a chapter 11 plan, and the claims reconciliation process.

Section

6.3 Covered Employees.

(a)

On or before the date that is fifteen (15) days before the Transition Period Closing, Sellers shall provide Buyer with a list of all

employees who Sellers have caused to experience “employment losses” (within the meaning of the WARN Act) within ninety (90)

days prior to the Transition Period Closing and Sellers shall update this list up to and including the Transition Period Closing. No

later than five (5) days prior to the Transition Period Closing, Buyer shall provide Sellers with a list of employees of Sellers to whom

Buyer agrees to offer employment (each such employee, a “Covered Employee”), which list shall include no fewer than

such number of employees as is necessary so that the transactions contemplated hereby do not result in a “plant closing”

or “mass layoff” (as defined in the WARN Act) with respect to Sellers (such list, the “Offer List”). On

or prior to the Transition Period Closing, Buyer shall offer employment (on an “at will” basis) with Buyer or one of its

Affiliates to each Covered Employee included on the Offer List who is, as of immediately prior to the Closing, (i) actively at work in

connection with the Transferred Business, (ii) on short-term disability or workers’ compensation in connection with the Transferred

Business, or (iii) on a leave of absence approved by Sellers in connection with the Transferred Business, including under the Family

and Medical Leave Act, as amended, and the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, provided that,

unless otherwise determined by Buyer that such Inactive Employee will become a Transferred Employee sooner, any Covered Employee who

has been furloughed or is on an approved leave of absence as of the Transition Period Closing (an “Inactive Employee”)

shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following

sentence; provided, further, that, for the avoidance of doubt, Sellers shall not be required to continue to employ any

Inactive Employee for any period following the Transition Period Closing, and notwithstanding anything herein to the contrary, Buyer

or Buyer’s Affiliates shall be responsible for Liabilities relating to such Inactive Employee from and after the date such Inactive

Employee becomes a Transferred Employee. Unless otherwise determined by Buyer that such Inactive Employee will become a Transferred Employee

sooner, the employment of any Inactive Employee with Buyer shall be effective upon such Inactive Employee’s return to active work,

provided that the Inactive Employee reports to work with Buyer within five (5) Business Days after the end of any such approved leave

and, to the extent permitted by applicable Law, in no event later than six (6) months following the Transition Period Closing and, as

of such date, such Inactive Employee shall be a Transferred Employee. Each such offer of employment shall be on such terms and conditions

as Buyer shall determine in its sole discretion; provided, however, that (x) such offers shall provide, for the duration

of the plan year in which the Transition Period Closing occurs, for (A) base salary or wage rate (as applicable) no less than that received

from Sellers immediately prior to the Transition Period Closing, (B) employee benefits that are substantially similar in the aggregate

to the employee benefits provided by Sellers immediately prior to the Transition Period Closing (including group welfare benefits (which

may be provided by Buyer, through continued provision of such benefits under the Transition Services Agreement or through the reimbursement

by Buyer of the employer portion of COBRA premiums for any Transferred Employee who becomes eligible for COBRA coverage in connection

with the transfer of their employment to Buyer, as described in the last sentence of subsection (c) of this Section), but excluding any

defined benefit pension, 401(k) plan, retiree or post-termination health or welfare, performance-based or incentive compensation, fringe

benefit, expense reimbursement, bonus (including any special bonus, project bonus, medium term bonus or success payment) and equity or

equity-based plan, program or arrangement) and (C) eligibility for severance pay and benefits that are at least as favorable as the severance

pay and benefits provided by Sellers immediately prior to the Transition Period Closing, and (y) with respect to Transferred Employees

who enter into written employment Contracts with Buyer at the Transition Period Closing, if any (the “Employment Contracts”),

the terms of such Employment Contracts shall govern such Transferred Employee’s employment with Buyer or its designated Affiliate.

In addition, any offer of employment to any such employee of Sellers (including any employee of Sellers who is a party to a written employment

Contract with a Seller that entitles such employee to severance upon any termination of employment with any Seller) will require, as

a condition to the acceptance of such offer of employment, that such employee waive in writing his or her right to receive any severance

from Sellers, Buyer and its Affiliates arising from such employee’s termination of employment with any of Sellers; provided,

however, that Buyer shall be entitled to waive such condition if such employee does not agree to provide such waiver. Notwithstanding

the foregoing, nothing in this Agreement will, after the Transition Period Closing, impose on Buyer any obligation to retain any Transferred

Employee in its employment or the employment of any of its Affiliates.

(b)

Each Covered Employee who receives and accepts such offer of employment shall be deemed a “Transferred Employee”.

Sellers will reasonably cooperate with any reasonable requests by Buyer in order to facilitate the offers of employment and the delivery

of such offers.

(c)

Sellers shall terminate the employment of all the Transferred Employees, effective as of immediately prior to the Transition Period Closing

(or, for Inactive Employees who become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee), and will

be responsible for all Liabilities associated with such terminations, including all Liabilities under the WARN Act. In connection with

the Transition Period Closing, Sellers shall pay to the Transferred Employees (or, for Inactive Employees who become Transferred Employees,

on or prior to the date such Inactive Employee becomes a Transferred Employee) vacation, personal, sick, or other paid time off that

is accrued but unused as of immediately prior to the Transition Period Closing (or, for Inactive Employees who become Transferred Employees,

accrued but unused as of immediately prior to the date such Inactive Employee becomes a Transferred Employee). Anything in this Agreement

to the contrary notwithstanding, (i) except for any Liabilities specifically set forth as an Assumed Liability, (ii) except to the extent

arising from Buyer’s failure to comply with its obligations pursuant to Section 6.3(a), and (iii) except as otherwise expressly

set forth in this Section 6.3, Buyer shall have no Liability with respect to any current or former employee, independent contractor

or service provider of a Seller that does not become a Transferred Employee. To the extent such terminations trigger the Transferred

Employees’ rights to elect COBRA coverage under a Seller Benefit Plan that is not an Assumed Seller Plan, Buyer shall reimburse

either Sellers or the applicable Transferred Employee for the employer-portion of such COBRA coverage until the date that Buyer offers

medical coverage to such Transferred Employees.

(d)

Sellers acknowledge that Sellers are alone responsible for issuing, serving and delivering all orders and notices required, if any, pursuant

to applicable Laws, in connection with the termination of employment of any employee on or prior to the Closing. Each Party agrees to

reasonably cooperate and work in good faith with the other Party to provide all notices that such other Party reasonably determines are

necessary or required to minimize the amount of Liabilities that might arise under the WARN Act as a result of the transactions contemplated

by this Agreement. Buyer acknowledges that Buyer is alone responsible for issuing, serving, and delivering all orders and notices required,

if any, pursuant to applicable Laws, in connection with the termination of employment of any employee of Buyer following the Transition

Period Closing.

(e)

From time to time (no more often than weekly) prior to the Closing, Sellers shall deliver to Buyer, promptly following receipt of a request

thereof from Buyer, a schedule that sets forth a true and correct list of all of the employees of each Seller as of the date of such

request, specifying their position, employer, date of hire, exempt or non-exempt status, hourly wage rate or annual base salary, all

bonus opportunities, and accrued vacation, sick leave time and other paid time off, earned and accrued wages, salaries, commissions,

bonuses, and any other material compensation, whether the employee is absent from active employment on approved leave, and if so, the

nature of such leave, the date such employee commenced such leave, and the anticipated date of return to active employment.

(f)

Without limiting the obligations of Sellers under Section 2.1, before, or to the extent not practicable or permissible under applicable

Law before, as soon as administratively practicable after, the Transition Period Closing, Sellers will supply Buyer with any information

reasonably requested by Buyer as necessary or appropriate for the provision of benefits to such Transferred Employees following the Transition

Period Closing.

(g)

Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume any Liabilities relating to any Seller Benefit Plans,

including any Liabilities arising out of any acts or omissions of any of Sellers or any fiduciaries or trustees of any Seller Benefit

Plan (all of which Liabilities shall be Excluded Liabilities) except, if applicable, as expressly set forth in Section 6.3(g)

of the Disclosure Schedule. Sellers shall retain all Liabilities for (i) the payment or provision of severance, and (ii) the payment

or provision of any change in control payment, transaction bonus, retention payment or similar benefits arising as a result of the transactions

described herein, and no such Liabilities shall be assumed by Buyer under this Section 6.3(g) or Section 2.2. Except for

any Assumed Liabilities, Sellers will have the sole and absolute responsibility for any financial or other commitments to Sellers’

employees for the period prior to the Transition Period Closing (or, for Inactive Employees who become Transferred Employees, the date

such Inactive Employee becomes a Transferred Employee) (subject in all cases to the terms of the Transition Services Agreement), including

any and all claims and obligations arising under any collective bargaining agreement, employee benefit plan (including, any withdrawal

liability), or any local, state, or federal law, rule, or regulation. Other than as set forth in this Section 6.3, Buyer and any

of Buyer’s Affiliates shall not have any contractual or other obligation with respect to hiring, offering to hire, or employing

any Covered Employee or any of Sellers’ other employees. Except as set forth in this Section 6.3, in no event shall Buyer

be obligated to commit to any particular usage of employees or to any particular benefits or wage rates.

(h)

Buyer shall use commercially reasonable efforts to give each Transferred Employee credit for service with Sellers under employee benefit

plans or arrangements in which such Transferred Employees participate following the Transition Period Closing (or, for Inactive Employees

who become Transferred Employees, the date such Inactive Employee becomes a Transferred Employee), solely for purposes of eligibility

and vesting (but not for purposes of benefit accrual, early retirement subsidies, or the calculation of the amount of any benefits (other

than for severance benefits), including vacation entitlement or accrual of pension benefits); provided, however, that (i)

such service crediting shall not apply to any defined benefit pension plan, retiree medical or welfare plan, equity or long-term incentive

plan, sabbatical program, or any plan under which similarly situated employees of Buyer do not receive credit for prior employment, and

(ii) such service crediting shall be subject to the terms and conditions of the applicable plan and applicable Law. Notwithstanding the

foregoing, nothing in this Section 6.3(h) shall be construed to require crediting of service that would result in a duplication

of benefits or that would require Buyer to make any additional contributions or increase any funding obligations under any employee benefit

plan.

(i)

Notwithstanding anything set forth in this Section 6.3, nothing contained herein, whether express or implied, (i) shall be treated

as an amendment or other modification of any Seller Benefit Plan, (ii) shall limit the right of Buyer or any of its Affiliates to amend,

terminate or otherwise modify any of Buyer’s or any of its Affiliate’s employee benefit plans or programs, or (iii) shall

create any third party beneficiary rights in any current or former employee or service provider of any Seller, any Covered Employee,

or any Transferred Employee (in each instance, including any beneficiary or dependent thereof) in respect of continued employment by

Sellers or Seller’s Affiliates or Buyer or Buyer’s Affiliates or otherwise. Nothing herein shall guarantee employment for

any period of time or preclude the ability of Buyer or Buyer’s Affiliates to terminate any Transferred Employee for any reason.

(j)

The Parties hereto acknowledge that the Hot Dog on a Stick APA contains an employee non-solicitation provision in the form described

on Exhibit H (the “Non-Solicit Provision”) and that Buyer is an express third-party beneficiary of the Non-Solicit

Provision, with the right to enforce the Non-Solicit Provision directly against Hot Dog on a Stick Buyer and its Affiliates. Sellers

shall not waive or amend the Non-Solicit Provision, in whole or in part, without Buyer’s prior written consent. Buyer acknowledges

and agrees that Sellers shall have no obligation to ensure or enforce compliance (pursuant to legal action or otherwise) by the Hot Dog

on a Stick Buyer with the requirements of the Non-Solicit Provision and Sellers shall not have any liability or responsibility to Buyer

(or any other Person) for any breach of or non-compliance with the Non-Solicit Provision by the Hot Dog on a Stick Buyer.

(k)

As of the Closing Date, Buyer shall maintain employment practices liability insurance in such amounts as mutually agreed upon by the

Parties and which shall designate Sellers as named additional insured thereunder with respect to the Covered Employees during the Transition

Period (or, for Inactive Employees who become Transferred Employees, until the date such Inactive Employee becomes a Transferred Employee).

Section

6.4 Tax Matters.

(a)

Sellers shall pay any stamp, documentary, filing, recording, registration, sales, use, transfer, added-value or other similar Tax, fee,

or governmental charge (each a “Transfer Tax”) imposed under applicable Law in connection with the transactions contemplated

hereby (and Buyer is not assuming any such Transfer Tax liability pursuant to this Agreement). Buyer shall bear and pay all accrued but

unpaid real property Taxes (including any such Taxes payable by Sellers pursuant to the terms of any Assumed Leases), personal property

and similar ad valorem Taxes, in each case for 2026 arising in the ordinary course of business (collectively, “Property Taxes”).

The Parties shall use commercially reasonable efforts to have all property transfers to be tax exempt and file such documents reflecting

any such transfer tax exemption. The Party that is required by applicable Law to file any Tax Returns in connection with Transfer Taxes

described in the immediately preceding sentence shall prepare and timely file such Tax Returns. The Parties hereto shall cooperate to

permit the filing Party to prepare and timely file any such Tax Returns.

(b)

For purposes of this Agreement, any Taxes (other than Transfer Taxes and Property Taxes) relating to a taxable period beginning on or

before and ending after the Closing Date shall be allocated based on the “closing of the books” method.

(c)

The Parties agree to treat any payment made from one Party to another pursuant to this Agreement that is not reflected as part of the

Purchase Price under this Agreement as an adjustment to the Purchase Price for all income Tax purposes, unless otherwise required by

applicable Law.

(d)

The Parties agree that (i) for U.S. federal (and applicable state and local) income Tax purposes, the transactions contemplated by this

Agreement qualify for the Intended Tax Treatment and, other than in respect of the Fazoli’s Transfers, this Agreement (together

with the transactions contemplated by the Closing Steps Plan and any other applicable documents) constitutes, and is adopted as, a “plan

of reorganization” for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury Regulations Section

1.368-2(g) and (ii) the Sellers and their Affiliates that are classified as associations taxable as corporations for U.S. federal and

applicable state and local income tax purposes intend to liquidate (as determined for U.S. federal income tax purposes) in connection

with the consummation of a chapter 11 plan involving Sellers. The transactions contemplated by this Agreement shall be reported by the

Parties (and their respective Affiliates) for all applicable Tax purposes in accordance with the foregoing, unless otherwise required

by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the IRC (or any similar

provision of applicable state, local or non-U.S. Tax Law), a change in applicable Law, or based on a change in the facts and circumstances

underlying the transactions from the terms described in this Agreement. The Parties shall cooperate in good faith to take such actions

and execute such documents as may be reasonably necessary or appropriate to preserve the qualification of the transactions in accordance

with the Intended Tax Treatment.

Section

6.5 Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to

the existence or subject matter of this Agreement without the prior written approval of Buyer and Sellers, unless a press release or

public announcement is required by applicable law, or any rule or Order of the Bankruptcy Court. If any such announcement or other disclosure

is required by Law, the disclosing Party shall give the non-disclosing Parties reasonable prior written notice and an opportunity to

review such disclosure and shall consider in good faith the comments of the other Party or Parties hereto as to the proposed disclosure.

The Parties acknowledge that Sellers shall file this Agreement with the Bankruptcy Court in connection with obtaining the Sale Order.

Section

6.6 Confidentiality. Prior to the Closing, Buyer shall, and shall cause its respective Affiliates and Representatives to, and,

following the Closing, Sellers shall, and shall cause their respective Affiliates and Representatives to, maintain as confidential and

not use or disclose, any confidential, proprietary or non-public information or materials relating to the Transferred Business, the Acquired

Assets, or the Assumed Liabilities. In the event any Party hereto or any of their respective Affiliates or Representatives is required

by applicable Law to disclose any such information or materials, such Party shall, to the extent not prohibited by applicable Law, promptly

notify the other Party in writing, which notification shall include the nature of the legal requirement and the extent of the required

disclosure, and shall reasonably cooperate with the other Party (at Buyer’s sole cost and expense) to obtain a protective order

and otherwise preserve the confidentiality of such information or materials consistent with applicable Law. Information and materials

subject to the confidentiality obligations in this Section 6.6 do not include any information or materials which (i) at the time

of disclosure is or thereafter becomes generally available to or known by the public (other than as a result of the disclosure of such

information or materials by a Party or their Affiliates or Representatives in breach of this Section 6.6) or (ii) becomes available

to any of Sellers or their Affiliates and Representatives on a non-confidential basis from a Person (other than Buyer or any of its Affiliates)

who is not bound by a confidentiality agreement with Buyer or any of its Affiliates.

Section

6.7 No Successor Liability. The Parties intend that upon the Closing, each of Buyer and its Affiliates shall not and shall not

be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Sellers, including

a “successor employer” for the purposes of the IRC, ERISA, or other applicable Laws; (b) have any responsibility or liability

for any obligations of Sellers, or any affiliate of Sellers, based on any theory of successor or similar theories of liability; (c) have,

de facto or otherwise, merged with or into any of Sellers; (d) be an alter ego or a mere continuation or substantial continuation of

any of Sellers (and there is no continuity of enterprise between Buyer and any Seller), including within the meaning of any foreign,

federal, state, or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule or regulation (including

filing requirements under any such Laws, rules, or regulations), or under any products liability law or doctrine with respect to Sellers’

liability under such law, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers

or Sellers’ respective estates.

Section

6.8 Sale Free and Clear; Acquired Avoidance Actions and Causes of Actions. Sellers acknowledge and agree, and the Sale Order shall

be drafted to provide, without limitation, that, (a) on the Closing Date and concurrently with the Closing, all then existing or thereafter

arising obligations, Liabilities and Liens, against or created by Sellers, any of their Affiliates, or the bankruptcy estate, to the

fullest extent permitted by Section 363 of the Bankruptcy Code, shall be fully released from and with respect to the Acquired Assets

and (b) Buyer is not a successor to any Seller or the bankruptcy estate by reason of any theory of Law or equity, and Buyer shall not

assume or in any way be responsible for any Liability of Sellers, any of their Affiliates and/or the bankruptcy estate, except as expressly

provided in this Agreement. On the Closing Date, the Acquired Assets shall be transferred to Buyer free and clear of all obligations,

Liabilities and Liens (other than Permitted Liens) to the fullest extent permitted by Section 363 of the Bankruptcy Code. Notwithstanding

anything in this Agreement to the contrary, in no event shall Buyer at any time following the Closing, pursue, prosecute, sell, or transfer

any of the Acquired Avoidance Actions.

Article

VII

CONDITIONS TO OBLIGATION TO CLOSE

Section

7.1 Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection

with the Closing is subject to satisfaction or waiver of the following conditions:

(a)

the representations and warranties set forth (i) in Section 3.1 and Section 3.2 shall have been true and correct in all

respects on the date hereof and as of the Closing as if made at and as of such time, and (ii) in all other Sections of Article III

shall have been true and correct on the date hereof and as of the Closing as if made at and as of such time (except to the extent expressly

made as of an earlier date, in which case as of such date as if made at and as of such date), without giving effect to any limitation

or qualification by a materiality standard (including “in all material respects,” “material” or “Material

Adverse Effect”) set forth therein, except where the failure of such representations and warranties to be so true and correct has

not resulted in, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)

Sellers shall have performed and complied with their covenants and agreements required by this Agreement to be performed or complied

with on or before the Closing in all material respects;

(c)

the Bankruptcy Court shall have entered the Sale Order, and no Order staying, reversing, modifying, or amending the Sale Order shall

be in effect on the Closing Date;

(d)

no Order shall be in effect that enjoins, restraints, prevents, makes illegal or otherwise prohibits the consummation of the transactions

contemplated by this Agreement;

(e)

from and after the date of this Agreement, there shall not have occurred and be continuing any event, change, condition, occurrence or

effect that has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(f)

(i) the “Maturity Date” (as defined in the DIP Credit Agreement and as may be extended thereunder) shall not have occurred,

(ii) acceleration of the DIP Obligations (as defined in the DIP Credit Agreement) under the DIP Documents (as defined in the DIP Credit

Agreement) shall have not occurred, and (iii) the DIP Obligations shall not have otherwise been repaid, satisfied or discharged;

(g)

each delivery contemplated by Section 2.5(a) to be delivered to Buyer shall have been delivered;

(h)

the Parties shall have mutually agreed to a Closing Steps Plan;

(i)

the transactions contemplated by the Closing Steps Documentation to which Sellers are an express party shall have been executed and delivered

and shall be effective immediately following the Closing;

(j)

the Settlement Order shall have been entered by the Bankruptcy Court and shall be in full force and effect, and Buyer shall have received

the funding necessary to make payment of the Funding Amount as provided thereunder; and

(k)

to the extent any Acquired Entity is, or any Acquired Equity Interests are of, a Debtor in the Bankruptcy Cases, such Debtor shall have

been approved to be dismissed as a Debtor in the Bankruptcy Cases by order of the Bankruptcy Court, subject only to the closing of this

Agreement.

Section

7.2 Conditions to Sellers’ Obligations. Sellers’ obligations to consummate the transactions contemplated hereby in

connection with the Closing are subject to satisfaction or waiver of the following conditions:

(a)

the representations and warranties set forth in Article IV shall have been true and correct in all material respects on the date

hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at

and as of such date);

(b)

Buyer shall have performed and complied with all its covenants and agreements required by this Agreement to be performed or complied

with on or before the Closing in all material respects;

(c)

the Bankruptcy Court shall have entered the Sale Order, and no Order staying, reversing, modifying, or amending the Sale Order shall

be in effect on the Closing Date;

(d)

no material Order shall be in effect that prohibits consummation of any of the transactions contemplated by this Agreement;

(e)

each delivery and payment contemplated by Section 2.5(b), including payment of the Funding Amount, to be made to Sellers shall

have been delivered or made, and each payment of Cure Costs contemplated by Section 2.5(c) shall have been made;

(f)

the Parties shall have mutually agreed to a Closing Steps Plan;

(g)

the Settlement Order shall have been entered by the Bankruptcy Court and shall be in full force and effect, and Buyer shall have paid

the Funding Amount in accordance therewith; and

(h)

Sellers shall have had an opportunity to remove any Excluded Assets from the Transferred Locations (at Sellers’ sole cost and expense).

Section

7.3 No Frustration of Closing Conditions. Neither Buyer nor Sellers may rely on or assert the failure of any condition to Buyer’s

or Sellers’ respective obligations to consummate the transactions contemplated hereby set forth in Section 7.1 or Section

7.2, as the case may be, to be satisfied if such failure was proximately or primarily caused by such Party’s failure to comply

with this Agreement in all material respects or to use commercially reasonable efforts to satisfy the conditions to the consummation

of the transactions contemplated hereby or by any other breach of a representation, warranty, or covenant hereunder.

Section

7.4 Third-Party Consents. Other than as expressly set forth in Section 7.1 or Section 7.2, receipt of any third

party consent, approval, or waiver that is not expressly listed as a condition to Closing shall not be a condition to Buyer’s obligation

to consummate the Closing (including Buyer’s obligation to pay the Purchase Price in full) or comply with Buyer’s obligations

under this Agreement or any Related Agreement, and the failure to receive any such third party consent, approval or waiver or any actions

taken by Sellers in connection therewith shall not give Buyer the right to terminate this Agreement. Notwithstanding anything to the

contrary in this Agreement, Sellers shall not be required to compensate any applicable third party, commence or participate in any proceeding,

or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to indemnify, remain primarily,

secondarily, or contingently liable for any Liability) to any applicable third party in connection with the satisfaction of any closing

condition.

Article

VIII

TERMINATION

Section

8.1 Termination of Agreement. The Parties may terminate this Agreement at any time prior to the Closing as provided below:

(a)

by the mutual written consent of the Parties;

(b)

by any Party by giving written notice to the other Parties if:

(i)

any court of competent jurisdiction or other competent Governmental Authority shall have enacted or issued a Law or Order or taken any

other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement

and such Law or Order or other action shall have become final and non-appealable; provided, however, that the right to

terminate this Agreement under this Section 8.1(b)(i) shall not be available to any Party if the failure to consummate the Closing

because of such action by a Governmental Authority shall be due primarily to the failure of such Party to have fulfilled any of its obligations

under this Agreement; or

(ii)

the Closing shall not have occurred prior to the Termination Date; provided, however, that if the Closing shall not have

occurred on or before the Termination Date due to a material breach of any representations, warranties, covenants or agreements contained

in this Agreement by Buyer or Sellers, then the breaching Party may not terminate this Agreement pursuant to this Section 8.1(b)(ii).

The “Termination Date” shall be June 15, 2026, unless the Parties mutually agree in writing to a later Closing Date

pursuant to Section 2.4, upon which such later date shall be the Termination Date.

(c)

by Buyer by giving written notice to Sellers if there has been a breach by any Seller of any representation, warranty, covenant, or agreement

contained in this Agreement that has prevented the satisfaction of the conditions to the obligations of Buyer at the Closing set forth

in Section 7.1(a) or Section 7.1(b), including Sellers’ obligation to close the transactions contemplated herein

pursuant to Section 7.2, and such breach has not been waived by Buyer, or, if such breach is curable, not cured by such Seller

prior to the earlier to occur of (i) ten (10) days after receipt of Buyer’s notice of intent to terminate and (ii) prior to the

Termination Date; provided, that Buyer shall not have a right of termination pursuant to this Section 8.1(c) if Sellers

could, at such time, terminate this Agreement pursuant to Section 8.1(d);

(d)

by Sellers by giving written notice to Buyer if there has been a breach by Buyer of any representation, warranty, covenant, or agreement

contained in this Agreement that has prevented the satisfaction of the conditions to the obligations of Sellers at the Closing set forth

in Section 7.2(a) or Section 7.2(b), including Buyer’s obligation to close the transactions contemplated herein pursuant

to Section 7.1, and such breach has not been waived by such Seller, or, if such breach is curable, not cured by Buyer prior to

the earlier to occur of (i) ten (10) days after receipt of such Seller’s notice of intent to terminate and (ii) the Termination

Date; provided, that Sellers shall not have a right of termination pursuant to this Section 8.1(d) if Buyer could, at such

time, terminate this Agreement pursuant to Section 8.1(c);

(e)

by Sellers or Buyer, if the Bankruptcy Court enters an Order that precludes the consummation of the transactions contemplated hereby

on the terms and conditions set forth in this Agreement;

(f)

by Buyer, if (i) any Seller enters into, or shall have announced its intention (including by means of any filings made with the Bankruptcy

Court or any other Governmental Authority) to enter into, an agreement in principle, letter of intent, memorandum of understanding, definitive

agreement or other arrangement, whether binding or non-binding, or whether subject to terms and conditions, with any Person (other than

Buyer or its Affiliates) with respect to any Competing Bid, or (ii) any Seller enters into one or more alternative sale transactions

with one or more Persons other than Buyer at the Auction or the Bankruptcy Court approves such alternative sale transaction other than

with Buyer;

(g)

automatically, upon consummation of a Competing Bid;

(h)

by Sellers by giving written notice to Buyer, if (i) all of the conditions set forth in Section 7.1 and Section 7.2 have

been satisfied (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver

of such conditions at the Closing) or waived, (ii) Sellers have irrevocably confirmed in writing that they are ready, willing and able

to consummate the Closing and that all conditions set forth in Section 7.1 have been satisfied or that Sellers are willing to

waive any unsatisfied conditions, and (iii) Buyer fails to complete the Closing within two (2) Business Days after the date on which

the Closing should have occurred pursuant to Section 2.4;

(i)

by Buyer by giving written notice to Sellers, if (i) all of the conditions set forth in Section 7.1 and Section 7.2 have

been satisfied (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver

of such conditions at the Closing) or waived, (ii) Buyer have irrevocably confirmed in writing that they are ready, willing and able

to consummate the Closing and that all conditions set forth in Section 7.1 have been satisfied or that Buyer are willing to waive

any unsatisfied conditions, and (iii) Sellers fails to complete the Closing within two (2) Business Days after the date on which the

Closing should have occurred pursuant to Section 2.4;

(j)

by Buyer by giving written notice to Sellers, in the event the Bankruptcy Cases are dismissed or converted to cases under Chapter 7 of

the Bankruptcy Code, and neither such dismissal nor conversion expressly contemplates the consummation of the transactions contemplated

by this Agreement; or

(k)

by Buyer, if:

(i)

the Sale Hearing is not held on or before May 8, 2026, or if the Sale Hearing is delayed due to the Bankruptcy Court’s unavailability,

the next Business Day on which the Bankruptcy Court is available, or an alternative date agreed to by Buyer;

(ii)

the Bankruptcy Court has not entered the Sale Order on or before May 8, 2026, or if approval of the Sale Order is delayed due to the

Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available, or an alternative date agreed

to by Buyer;

(iii)

the Bankruptcy Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code, and neither such dismissal nor conversion

expressly contemplates the transactions provided for in this Agreement;

(iv)

Sellers withdraw the request for authority to sell the Acquired Assets and assume and assign the Designated Contracts or Assumed Leases;

(v)

Sellers modify or amend the Bidding Procedures in a manner materially adverse to Buyer without the prior written consent of Buyer unless

such modification or amendment is permitted by the Bidding Procedures Order or required by the Bankruptcy Court;

(vi)

any of Sellers or any chapter 11 trustee appointed for any Seller file any pleading with the Bankruptcy Court for relief that would not

permit the Closing without the prior written consent of Buyer; provided, that taking any action in respect of accepting a winning

bid in connection with the Auction shall not entitle Buyer to terminate this Agreement pursuant to this Section 8.1(k)(vi);

(vii)

following entry by the Bankruptcy Court of the Bidding Procedures Order or the Sale Order, any such Order is (A) amended, modified or

supplemented in a manner materially adverse to Buyer or any of its Affiliates without Buyer’s prior written consent or (B) voided,

reversed or vacated without Buyer’s prior written consent;

(viii)

any Seller enters into one or more alternative sale transactions with one or more Persons other than Buyer at the Auction or the Bankruptcy

Court approves such alternative sale transaction other than with Buyer;

(xiv)

(A) an “Event of Default” (as defined in the DIP Credit Agreement) shall have occurred, or (B) the Maturity Date (as defined

in the DIP Credit Agreement and as may be extended thereunder) shall have occurred; or

(ix)

for any reason Buyer is unable, pursuant to Section 363(k) of the Bankruptcy Code, to credit bid all or any portion of the Credit Bid

Amount in payment of the Purchase Price as set forth in Section 2.3.

Section

8.2 Effect of Termination; Reimbursement of Expenses.

(a)

If any Party terminates this Agreement pursuant to Section 8.1, all rights and obligations of the Parties hereunder shall terminate

upon such termination and shall become null and void (except that Article I, Section 3.22, Section 4.7, Article

IX and this Section 8.2 shall survive any such termination) and, except as set forth in Section 5.3 and this Section

8.2, no Party shall have any Liability to the other Parties hereunder; provided, however, that no termination shall

relieve any Party from Liability for Fraud or Willful Breach by such Party prior to such termination. For the avoidance of doubt, nothing

in this Section 8.2 will be deemed to impair the right of any Party to be entitled to specific performance or other equitable

remedies to enforce specifically the terms and provisions of this Agreement pursuant to Section 9.11.

(b)

To the fullest extent permitted and specifically provided in the DIP Documents and the DIP Order (and without limiting the Debtors’

respective obligations thereunder), the applicable Sellers shall pay all reasonable and documented out-of-pocket expenses incurred by

Buyer in connection with the preparation, execution, and delivery of this Agreement, including, without limitation, the reasonable fees

and expenses of the attorneys and financial and other advisors and consultants of Buyer.

Article

MISCELLANEOUS

Section

9.1 Survival. Except for any covenant that by such covenant’s terms is to be performed (in whole or in part) by any Party

following the Closing, none of the representations, warranties, or covenants of any Party set forth in this Agreement or in any certificate

delivered pursuant to Section 2.5(a) or Section 2.5(b) shall survive, and each of the same shall terminate and be of no

further force or effect as of, the Closing and no Party shall have any further liability with respect thereto (other than in the case

of Fraud). Any obligations to be performed post-Closing shall survive until completion.

Section

9.2 Expenses. Except as provided by orders of the Bankruptcy Court, including the DIP Order, which provides for the payment of

fees and expenses (including outside counsel fees and expenses) incurred by the Trustee and DIP Agent, or as otherwise provided in this

Agreement, each Party will bear such Party’s own costs and expenses incurred in connection with this Agreement and the transactions

contemplated hereby, including all fees of law firms, commercial banks, investment banks, accountants, public relations firms, experts,

and consultants. For the avoidance of doubt, Buyer shall pay all Transfer Taxes and recording fees arising from the transfer of the Acquired

Assets in accordance with Section 6.4(a).

Section

9.3 Entire Agreement. This Agreement and the Related Agreements constitute the entire agreement among the Parties and supersede

any prior understandings, agreements, or representations (whether written or oral) by or among the Parties to the extent they relate

in any way to the subject matter hereof.

Section

9.4 Incorporation of Exhibits and Disclosure Schedule. The Exhibits, Annexes and Schedules to this Agreement and the Disclosure

Schedule are incorporated herein by reference and made a part hereof.

Section

9.5 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing

and signed by Buyer and each Seller. No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement

to amend or modify any provision of this Agreement. No waiver by any Party of any default, misrepresentation, or breach of warranty or

covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such

waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant

hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation, or breach of warranty

or covenant. No conditions, course of dealing or performance, understanding, or agreement purporting to modify, vary, explain, or supplement

the terms or conditions of this Agreement shall be binding unless this Agreement is amended or modified in writing pursuant to the first

sentence of this Section 9.5 except as expressly provided herein. Except where a specific period for action or inaction is provided

herein, no delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

Section

9.6 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and the Parties’

respective successors and permitted assigns. No Party may assign either this Agreement or any of such Party’s rights, interests,

or obligations hereunder without the prior written consent of the other Parties. Notwithstanding the foregoing, Buyer may assign (in

whole or in part) either this Agreement or any of Buyer’s rights, interests, or obligations hereunder to one or more Affiliates

of Buyer without the prior written consent of the other Parties; provided, that (a) Buyer shall provide written notice to each

applicable Seller at least five (5) Business Days prior to the date of any such assignment and (b) in no event shall such assignment

relieve Buyer (in whole or in part) of Buyer’s obligations hereunder or give rise to any unreimbursed withholding or other Taxes

borne by any Seller. Notwithstanding the foregoing, any Seller may assign (in whole or in part) any of its rights or obligations under

this Agreement to any plan administrator, liquidator, examiner, receiver, liquidation trustee, or similar party appointed for such Seller

following the Closing.

Section

9.7 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing except as expressly

provided herein. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally

to the recipient; (b) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid);

(c) on the day such communication was sent by e-mail; or (d) three (3) Business Days after being mailed to the recipient by certified

or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

to any Seller:

FAT

Brands, Inc.

1166

Avenue of the Americas, 3rd Floor

New

York, NY 10036

Attention:

John C. DiDonato; Abhimanyu

Gupta

E-mail:

jdidonato@hcg.com; abhigupta@hcg.com

With

a copy (that shall not constitute notice to Sellers) to:

Latham

& Watkins LLP

1271

Avenue of the Americas

New

York, NY 10020

Attention:

Ray Schrock; Natasha Hwangpo

E-mail:

Ray.Schrock@lw.com;

Natasha.Hwangpo@lw.com

and

Latham

& Watkins LLP

10250

Constellation Blvd., Suite 1100

Los

Angeles, CA 90067

Attention:

Ted

Dillman; Sean Denvir

E-mail:

Ted.Dillman@lw.com;

Sean.Denvir@lw.com

to Buyer:

FBG

Bid Co. LLC

4685

Frederick Dr. SW

Atlanta, GA 30336

Attention:

Anthony Ackil; Mitchell Kahn; Austin Brinson

E-mail:

anthony@streetlightventures.com;

mitch@streetlightventures.com;

austin@streetlightventures.com

With

a copy (that shall not constitute notice to Buyer) to:

White

& Case LLP

1221

Avenue of the Americas

New

York, New York 10020-1095

Attention:

David Thatch; Adam Cieply; Kathrin Schwesinger

E-mail:

dthatch@whitecase.com;

adam.cieply@whitecase.com;

kathrin.schwesinger@whitecase.com

and

White

& Case LLP

Southeast

Financial Center

200

South Biscayne Boulevard, Suite 4900

Miami,

Florida 33131-2352

Attention:

Brian

Pfeiffer; Amanda Parra Criste

E-mail:

brian.pfeiffer@whitecase.com;

aparracriste@whitecase.com

Any

Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving

the other Parties notice in the manner set forth in this Section 9.7.

Section

9.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware

(without giving effect to the principles of conflict of laws thereof), except to the extent that the Laws of such state are superseded

by the Bankruptcy Code.

Section

9.9 Submission to Jurisdiction; Service of Process. Each of the Parties irrevocably and unconditionally submits to the exclusive

jurisdiction of the Bankruptcy Court in any Litigation arising out of or relating to this Agreement or any Related Agreement or the transactions

contemplated hereby or thereby and agrees that all claims in respect of such Litigation may be heard and determined in any such court.

Each Party also agrees not to (a) attempt to deny or defeat such exclusive jurisdiction by motion or other request for leave from the

Bankruptcy Court or (b) bring any action or proceeding arising out of or relating to this Agreement or any Related Agreement or the transactions

contemplated hereby or thereby in any other court; provided, however, that if the Bankruptcy Cases are dismissed or if

the bankruptcy court is unable to hear any such action or proceeding, the courts of the State of Delaware and the federal courts of the

United States of America located in the State of Delaware (and any appellate courts of the foregoing) will have sole jurisdiction over

any such claim or proceeding. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue in, and

any defense of inconvenient forum to the maintenance of, any Litigation so brought and waives any bond, surety or other security that

might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy

of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.7; provided,

however, that nothing in this Section 9.9 shall affect the right of any Party to serve legal process in any other manner

permitted by law or in equity. Each Party agrees that a final judgment in any Litigation so brought shall be conclusive and may be enforced

by Litigation or in any other manner provided by law or in equity.

Section

9.10 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section

9.11 Specific Performance. The Parties agree that irreparable damage, for which monetary relief, even if available, would not

be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific

terms or is otherwise breached, including if any of the Parties fails to take any action required of it hereunder to consummate the transactions

contemplated by this Agreement. It is accordingly agreed that (a) Sellers and Buyer will be entitled to an injunction or injunctions,

specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions

hereof in the courts described in Section 9.9 without proof of damages or otherwise, this being in addition to any other remedy

to which they are entitled under this Agreement, and (b) the right of specific performance and other equitable relief is an integral

part of the transactions contemplated by this Agreement and without that right, neither Sellers nor Buyer would have entered into this

Agreement. The Parties acknowledge and agree that either Sellers or Buyer pursuing an injunction or injunctions or other Order to prevent

breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section

9.11 will not be required to provide any bond or other security in connection with any such Order. The remedies available to Sellers

pursuant to this Section 9.11 will be in addition to any other remedy to which they are entitled at law or in equity, and the

election to pursue an injunction or specific performance will not restrict, impair or otherwise limit Sellers from seeking to collect

or collecting damages (it being agreed that Sellers will not be liable for any special, punitive, exemplary, direct, indirect, consequential,

or other damages). If, prior to the Termination Date, either Buyer or any Seller brings any action, in each case, in accordance with

this Section 9.11, to enforce specifically the performance of the terms and provisions hereof by the other party, the Termination

Date will automatically be extended for the period during which such action is pending, plus ten (10) Business Days or by such

other time period established by the court presiding over such action, as the case may be. In no event will this Section 9.11

be used, alone or together with any other provision of this Agreement, to require any Seller to remedy any breach of any representation

or warranty made by Sellers herein.

Section

9.12 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability

of any other provisions of this Agreement. In the event that any of the provisions of this Agreement shall be held by any Governmental

Authority to be illegal, invalid, or unenforceable, such provisions shall be limited or eliminated only to the minimum extent necessary

so that this Agreement shall otherwise remain in full force and effect.

Section

9.13 No Third Party Beneficiaries. Other than a Non-Recourse Party in respect of Section 9.14, this Agreement shall not

confer any rights or remedies upon any Person other than Buyer, each Seller, and their respective successors and permitted assigns.

Section

9.14 Non-Recourse.

(a)

Notwithstanding anything herein to the contrary, this Agreement may only be enforced against, and any Litigation based upon, arising

out of or related to this Agreement may only be brought against, the Persons that are expressly named as Parties to this Agreement.

(b)

Except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such party set forth

in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, subsidiary,

agent, Representative, or any financial advisor or lender to any of the foregoing (each, a “Non-Recourse Party”) shall

have any Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements

or other obligations or Liabilities of any of the Parties or for any claims, causes of action, obligations or liabilities arising under,

out of, in connection with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason

of this Agreement or the Related Agreements or their negotiation, execution, performance or breach.

(c)

For the avoidance of doubt, neither Trustee nor the DIP Agent are or shall be deemed to be an Affiliate of Buyer by virtue of any agency

relationships or other actions taken to effectuate this Agreement, the Credit Bid, or any other transaction contemplated in the Closing

Plan Steps, but each of the Trustee, the DIP Agent, and their respective Representatives are a Non-Recourse Party.

(d)

Each Non-Recourse Party is and shall be an intended third-party beneficiary of this Section 9.14 and shall have the right to enforce

such provisions to the same extent as if it were a party hereto.

(e)

This Section 9.14 may not be terminated, modified, or amended in any manner that adversely affects any Non-Recourse Party, without

the prior written consent of such affected Non-Recourse Party.

(f)

Nothing in this Section 9.14 shall limit or release any Party from any Liability expressly set forth in this Agreement.

Section

9.15 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an

ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and

no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions

of this Agreement.

Section

9.16 Disclosure Schedule. All capitalized terms not defined in the Disclosure Schedule shall have the meaning ascribed to such

terms in this Agreement. The Disclosure Schedule has been arranged for purposes of convenience in separately numbered sections corresponding

to the Sections of this Agreement, and it is expressly understood and agreed that (a) the disclosure of any fact or item in any section

of the Disclosure Schedule shall be deemed disclosure with respect to any other Section or subsection of the Disclosure Schedule to the

extent the applicability of the disclosure to such other Section or subsection is readily apparent on the face of such disclosure without

the need for a cross-reference, (b) the disclosure of any matter or item in the Disclosure Schedule shall not be deemed to constitute

an acknowledgement that such matter or item is required to be disclosed therein, (c) the mere inclusion of an item in the Disclosure

Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception,

any violation of Law or breach of Contract or material fact, event or circumstance or that such item has had or would be reasonably likely

to have a Material Adverse Effect, (d) the information and disclosures contained therein shall not be construed or otherwise deemed to

constitute, any representation, warranty, covenant or obligation of any Seller or any other Person except to the extent explicitly provided

in this Agreement, and (e) the disclosures set forth in the Disclosure Schedule shall not be deemed to expand the scope of any, or create

any new, representation, warranty, covenant or agreement set forth herein. The specification of any dollar amount or the inclusion of

any item in the representations and warranties contained in this Agreement (or the Exhibits or Schedules attached hereto) or the Disclosure

Schedule (or any exhibit, schedule or annex attached thereto) is not intended to imply that the amounts, or higher or lower amounts,

or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required

to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no Party will use the fact

of the setting of the amounts or the fact of the inclusion of any item in this Agreement (or the Exhibits or Schedules attached hereto)

or the Disclosure Schedule (or any exhibit, schedule or annex attached thereto) in any dispute or controversy between the Parties as

to whether any obligation, item or matter not set forth or included in this Agreement (or the Exhibits or Schedules attached hereto)

or the Disclosure Schedule (or any exhibit, schedule or annex attached thereto) is or is not required to be disclosed (including whether

the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business.

Any description of any agreement, document, instrument, plan, arrangement or other item set forth on the Disclosure Schedule is a summary

only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement, or item. The information

contained in this Agreement (or the Exhibits or Schedules attached hereto) and/or in the Disclosure Schedule (or any exhibit, schedule

or annex attached thereto) is disclosed solely for purposes of this Agreement.

Section

9.17 Headings; Table of Contents. The section headings and the table of contents contained in this Agreement and the Disclosure

Schedule are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section

9.18 Counterparts; Facsimile and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which

shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement or any counterpart

may be executed and delivered by facsimile copies, delivered by electronic communications by portable document format (.pdf), or any

other means of electronic execution, including by DocuSign, each of which shall be deemed an original.

Section

9.19 Privileged Communications.

(a)

Sellers and Buyer hereby acknowledge and agree that notwithstanding any provision of this Agreement, neither Buyer nor any of its Affiliates

shall have access to (and each hereby waives any right of access it may otherwise have with respect to) any Privileged Communications

(which, for the avoidance of doubt, shall constitute Excluded Assets), whether or not the Closing occurs. Without limiting the generality

of the foregoing, Buyer hereby acknowledges and agrees, upon and after the Closing: (i) neither Buyer nor any of its Affiliates shall

be a holder of, or have any right, title or interest to the Privileged Communications, (ii) only Sellers shall hold property rights in

the Privileged Communications and shall have the right to waive or modify such property rights and (iii) Sellers shall have no duty whatsoever

to reveal or disclose any Privileged Communications to Buyer or any of its Affiliates.

(b)

To the extent that any Privileged Communications are disclosed or made available to Buyer, the Parties hereby agree (i) that the disclosure,

receipt and/or review of such Privileged Communication is entirely inadvertent and shall not waive, modify, limit or impair in any form

or fashion the protected nature of the Privileged Communications, (ii) it is their desire, intention and mutual understanding that the

sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its

continued protection under the attorney-client privilege, common interest privilege, work product doctrine or other applicable privilege

and (iii) Sellers shall have the right in their sole discretion and at any time to require the return and/or destruction of the Privileged

Communications.

[Remainder

of page intentionally left blank.

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLERS:

FAT

BRANDS INC.

By:

/s/

John C. DiDonato

Name:

John

C. DiDonato

Title:

Chief

Restructuring Officer

FAT

BRANDS ROYALTY I, LLC

By:

/s/

John C. DiDonato

Name:

John

C. DiDonato

Title:

Chief

Restructuring Officer

FAT

BRANDS GFG ROYALTY I, LLC

By:

/s/

John C. DiDonato

Name:

John

C. DiDonato

Title:

Chief

Restructuring Officer

FAT

BRANDS FAZOLI’S NATIVE I, LLC

By:

/s/

John C. DiDonato

Name:

John

C. DiDonato

Title:

Chief

Restructuring Officer

behalf of each Subsidiary or Affiliate of Sellers listed on Annex 1.

By:

/s/

John C. DiDonato

Name:

John

C. DiDonato

Title:

Chief

Restructuring Officer

Signature

Page to Asset Purchase Agreement

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BUYER:

FBG

BID CO. LLC

By:

/s/

Mitchell Kahn

Name:

Mitchell

Kahn

Title:

Secretary

Signature

Page to Asset Purchase Agreement

Annex

Sellers

Buffalo’s Franchise Concepts LLC

Ponderosa Franchising Company LLC

Ponderosa International Development LLC

Puerto Rico Ponderosa LLC

Hurricane AMT, LLC

Johnny Rockets Licensing Canada, LLC

Fatburger North America LLC

Bonanza Restaurant Company LLC

Yalla Mediterranean Franchising Company, LLC

10.

Johnny Rockets Licensing, LLC

11.

FAT Virtual Restaurants LLC

12.

Johnny Rockets Holding Company LLC

13.

The Johnny Rockets Group LLC

14.

Yalla Acquisition LLC

15.

Fog Cutter Acquisition LLC

16.

Fog Cap Acceptance Inc.

17.

Homestyle Dining LLC

18.

Fog Cap Development LLC

19.

BC Canyon LLC

20.

FAT Brands Management, LLC

21.

GFG Management LLC

22.

Round Table Development Company

23.

Round Table Pizza Nevada, LLC

24.

Global Franchise Group, LLC

25.

FB SAMO Sepulveda, LLC

26.

Marble Slab Franchise Brands, LLC

27.

Marble Slab Franchising, LLC

28.

Marble Slab Brand and Marketing Fund LLC

29.

MSC Corporate Holdings, LLC

30.

GAC Franchise Brands, LLC

31.

GAC Franchising, LLC

32.

GAC Corporate Holdings, LLC

33.

GAC Brand and Marketing Fund, LLC

34.

GAC Manufacturing, LLC

35.

GAC Supply, LLC

36.

PM Franchise Brands, LLC

37.

PM Corporate Holdings, LLC

38.

PM Franchising, LLC

39.

PM Brand and Marketing Fund, LLC

40.

PT Franchise Brands, LLC

41.

PT Franchising, LLC

42.

PT Brand and Marketing Fund, LLC

43.

Round Table Pizza, LLC

44.

Round Table Advertising LLC

45.

Round Table Franchise Corporation LLC

46.

Round Table Advertising Fund (C Corp)

47.

MaggieMoo’s Franchise Brands, LLC

48.

MaggieMoo’s Franchising, LLC

49.

MaggieMoo’s Brand and Marketing Fund, LLC

50.

Mini Bake by Great American Cookies, LLC

51.

Mini-Bake by GAC LLC

52.

LS GFG Holdings Inc.

53.

GFG Holding, Inc.

54.

GFG Intermediate Holding, Inc.

55.

AFB Dissolution LLC

56.

Native Grill and Wings Franchising, LLC

57.

Fazoli’s Holdings, LLC

58.

Fazoli’s Group, Inc.

59.

Fazoli’s Restaurant Group, Inc.

60.

Fazoli’s Joint Venture, Ltd.

61.

Fazoli’s Promotions, Inc.

62.

Fazoli’s Systems Management, LLC

63.

Fazoli’s Franchising Systems, LLC

64.

Fazoli’s Franchising Systems Canada, LLC

65.

WBS FB 2023 Holdings LLC

66.

FAT GFG Notes I, LLC

67.

FAT Royalty Notes I, LLC

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

Execution

Version

ASSET

PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

AND AMONG

TWIN

HOSPITALITY GROUP, INC.

TWIN

HOSPITALITY I, LLC,

THE

OTHER SELLER PARTIES HERETO,

TWNPKS

BID CO. LLC

AND

FOR

THE LIMITED PURPOSES SET FORTH HEREIN,

FAT

BRANDS INC.,

Dated:

June

15, 2026

Article

I DEFINITIONS

Section

1.1

Definitions

Section

1.2

Interpretations

Article

II PURCHASE AND SALE

Section

2.1

Purchase

and Sale of Assets

Section

2.2

Assumed

Liabilities

Section

2.3

Consideration

Section

2.4

Closing

Section

2.5

Closing

Payments and Deliveries

Section

2.6

Assumption/Rejection

of Certain Contracts and Leases

Section

2.7

Wrong

Pockets

Section

2.8

Withholding

Article

III SELLERS’ REPRESENTATIONS AND WARRANTIES

Section

3.1

Organization

of Sellers; Good Standing; Ownership of Acquired Entity

Section

3.2

Authorization

of Transaction

Section

3.3

Noncontravention;

Government Filings

Section

3.4

Title

to Assets; Sufficiency of Assets

Section

3.5

Material

Contracts; Designated Contracts

Section

3.6

Real

Property

Section

3.7

Litigation;

Order

Section

3.8

Labor

Relations

Section

3.9

Brokers’

Fees

Section

3.10

Taxes

Section

3.11

Data

Privacy

Section

3.12

Employee

Benefits

Section

3.13

Intellectual

Property

Section

3.14

Compliance

with Laws; Permits

Section

3.15

Environmental

Matters

Section

3.16

Party Transactions

Section

3.17

Financial

Statements

Section

3.18

Inventory;

Working Capital Assets

Section

3.19

Insurance

Section

3.20

Suppliers

Section

3.21

Absence

of Certain Changes or Events

Section

3.22

Is, Where Is

Article

IV BUYER’S REPRESENTATIONS AND WARRANTIES

Section

4.1

Organization

of Buyer; Good Standing

Section

4.2

Authorization

of Transaction

Section

4.3

Noncontravention

Section

4.4

Litigation;

Order

Section

4.5

Brokers’

Fees

Section

4.6

Financial

Capacity; Adequate Assurances

Section

4.7

“AS

IS” Transaction

Article

V PRE-CLOSING COVENANTS

Section

5.1

Efforts;

Cooperation

Section

5.2

Conduct

of the Transferred Business Pending the Closing

Section

5.3

Bankruptcy

Court Matters

Section

5.4

Notices

and Consents

Section

5.5

Notice

of Developments

Section

5.6

Access

Section

5.7

Bulk

Transfer Laws

Section

5.8

Intellectual

Property Matters

Section

5.9

Transfer

of Liquor Licenses and other Permits

Section

5.10

Maintenance

of Assets

Section

5.11

New Mexico

Section

5.12

Settlement

Order

Article

VI OTHER COVENANTS

Section

6.1

Further

Assurances

Section

6.2

Access;

Enforcement; Record Retention

Section

6.3

Covered

Employees.

Section

6.4

Tax

Matters

Section

6.5

Press

Releases and Public Announcements

Section

6.6

Confidentiality

Section

6.7

Successor Liability

Section

6.8

Sale

Free and Clear; Acquired Avoidance Actions and Causes of Actions

Article

VII CONDITIONS TO OBLIGATION TO CLOSE

Section

7.1

Conditions

to Buyer’s Obligations

Section

7.2

Conditions

to Sellers’ Obligations

Section

7.3

Frustration of Closing Conditions

Section

7.4

Third-Party

Consents

Article

VIII TERMINATION

Section

8.1

Termination

of Agreement

Section

8.2

Effect

of Termination; Reimbursement of Expenses

Article

IX MISCELLANEOUS

Section

9.1

Survival

Section

9.2

Expenses

Section

9.3

Entire

Agreement

Section

9.4

Incorporation

of Exhibits and Disclosure Schedule

Section

9.5

Amendments

and Waivers

Section

9.6

Succession

and Assignment

Section

9.7

Notices

Section

9.8

Governing

Law

Section

9.9

Submission

to Jurisdiction; Service of Process

Section

9.10

Waiver

of Jury Trial

Section

9.11

Specific

Performance

Section

9.12

Severability

Section

9.13

Third Party Beneficiaries

Section

9.14

Non-Recourse

Section

9.15

Mutual

Drafting

Section

9.16

Disclosure

Schedule

Section

9.17

Headings;

Table of Contents

Section

9.18

Counterparts;

Facsimile and Electronic Signatures

Section

9.19

Privileged

Communications

ANNEX

1 Sellers

Exhibit

A Closing

Steps

Plan

Exhibit

B Form of

Bill

of Sale

for Acquired

Assets

Exhibit

C Form of

Assignment

and Assumption

Agreement

Exhibit

D Form of

Trademark

Assignment

Exhibit

E Form of

Domain

Name

and Social

Media

Account

Assignment

ASSET

PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

This

Asset Purchase Agreement and Plan of Reorganization (this “Agreement”) is entered into as of June 15, 2026 by and

among Twin Hospitality Group, Inc., a Delaware corporation (“Twin Manager”), Twin Hospitality I, LLC, a Delaware limited

liability company (“Twin Hospitality” and, collectively with Twin Manager, Twin Hospitality and the direct and indirect

Subsidiaries or Affiliates of Sellers identified on Annex 1 hereto, “Sellers”), TWNPKS Bid Co. LLC, a Delaware

limited liability company (“Buyer”) and, for the limited purposes specifically set forth herein, FAT Brands Inc.,

a Delaware corporation (“FAT Brands” together with Twin Manager, the “Managers”). Sellers and Buyer

are referred to collectively herein as the “Parties” and each, individually, as a “Party”.

WITNESSETH

WHEREAS,

on January 26, 2026 (the “Petition Date”), the Managers and certain of their respective direct and indirect Subsidiaries

(collectively, the “Debtors”), including Sellers, filed voluntary petitions for relief (collectively, the “Bankruptcy

Cases”), under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States

Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”);

WHEREAS,

prior to the Petition Date, Twin Hospitality is party to that certain Base Indenture dated as of November 21, 2024, as supplemented by

the Series 2024-1 Supplement thereto, dated as of November 21, 2024 (as further amended, restated, or supplemented, the “Prepetition

Indenture”), by and among Twin Hospitality and UMB Bank, N.A. as trustee (in such capacity, the “Trustee”)

and securities intermediary, pursuant to which Twin Hospitality, on November 21, 2024, issued, among other things, (A) (i) $12,124,000

in aggregate principal amount of Series 2024-1 Class A-2-I super senior secured 9.00% fixed rate notes (the “A-2-I Prepetition

Notes”), (ii) $269,257,000 in aggregate principal amount of Series 2024-1 Class A-2-II senior secured 9.00% fixed rate notes

(the “A-2-II Prepetition Notes”), and (iii) $57,619,000 in aggregate principal amount of Series 2024-1 Class B-2 senior

subordinated secured 10.00% fixed rate notes, each with a maturity date of October 26, 2054 (the “B-2 Prepetition Notes”,

and items (i)-(iii), collectively, the “Prepetition In-Scope Notes”) and (B) (i) $77,711,000 in aggregate principal

amount of Series 2024-1 Class M-2 subordinated secured 11.00% fixed rate notes, (ii) $326,876,000 in aggregate principal amount of Series

2024-1 Class A2IIB2 exchangeable secured fixed rate notes, and (iii) $404,587,000 in aggregate principal amount of Series 2024-1 Class

A2IIB2M2 exchangeable secured fixed rate notes (items (i)-(iii), collectively, the “Prepetition Out-of-Scope Notes”

and, together with the Prepetition In-Scope Notes, the “Prepetition Notes”);

WHEREAS,

on January 26, 2026, the Debtors established a special committee (the “Special Committee”) and authorized the Special

Committee to review, consider and, if appropriate, recommend a potential restructuring and/or recapitalization transaction, including

financing, refinancing, reorganization, recapitalization, or change of control whether by sale, merger, consolidation, or otherwise which,

for the avoidance of doubt, includes any matters relating to, arising in, or financing for the Bankruptcy Cases;

WHEREAS,

pursuant to that certain Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement entered by the Bankruptcy Court

on March 19, 2026 Docket No. 472, the Special Committee is vested with the sole and exclusive authority to manage the affairs of the

Managers and their respective Subsidiaries;

WHEREAS,

Sellers are the franchisor and operator of the “Twin Peaks” specialty casual dining restaurant concepts;

WHEREAS,

Sellers and Buyer desire to enter into this Agreement to provide for Buyer to purchase, acquire, and assume from the applicable Seller

all of the Acquired Assets and Assumed Liabilities (which Acquired Assets and Assumed Liabilities generally comprise the Transferred

Business), all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with Sections 105,

363, 365, and other applicable provisions of the Bankruptcy Code; and

WHEREAS,

each of the Parties intends that, for U.S. federal (and applicable state and local) income Tax purposes, the transactions contemplated

by this Agreement (together with the transactions contemplated by the Closing Steps Plan and any other applicable documents) shall qualify

as a “reorganization” within the meaning of Section 368(a) of the IRC and the Treasury Regulations thereunder, to which each

of Twin Manager and Buyer (or its regarded parent for U.S. federal income tax purposes) are parties under Section 368(b) of the

IRC (the “Intended Tax Treatment”), and that this Agreement is intended to constitute a “plan of reorganization”

within the meaning of Section 368 of the IRC and the Treasury Regulations thereunder.

NOW,

THEREFORE, in consideration of the mutual promises herein made, and in consideration of the representations, warranties, and covenants

herein contained, the Parties hereby agree as follows:

Article

DEFINITIONS

Section

1.1 Definitions. For purposes of this Agreement:

“A-2-I

Prepetition Notes” has the meaning set forth in the recitals.

“A-2-II

Prepetition Notes” has the meaning set forth in the recitals.

“A-2-II

Prepetition Notes Obligations” means the “Obligations”, as defined in the Prepetition Indenture, with respect to

the A-2-II Prepetition Notes only.