FAT Brands - Chapter 11 APA Summary

Hot Dog on A Stick Asset Purchase Agreement Summary

Overview

• On June 8, 2026, the Debtors filed a Notice of Closing of the sale of their Hot Dog on a Stick assets. On May 19, 2026, the Bankruptcy Court entered an order (Docket No. 1369) authorizing the Debtors to sell substantially all of the assets related to the Debtors' Hot Dog on a Stick restaurant brand to Amazing Brands, LLC (and its permitted assigns) free and clear of all liens, claims, and interests. The Sale closed on June 5, 2026.
• The transaction is governed by an Asset Purchase Agreement dated May 19, 2026, by and among FAT Brands Inc. and the other Sellers, on the one hand, and Amazing Brands, LLC, on the other.

Parties Involved

• Sellers: FAT Brands Inc., a Delaware corporation, together with its direct and indirect Subsidiaries identified on Annex 1:
  • HDOS Acquisition, LLC
  • HDOS Franchise Brands, LLC
  • HDOS Franchising, LLC
  • HDOS Brand and Marketing Fund, LLC
  • HDOS Showcase, LLC
  • FAT Brands Development 1 LLC
• Buyer (Purchaser): Amazing Brands, LLC, a Nevada limited liability company
• In connection with the Intellectual Property Assignment Agreement, FAT Brands and the HDOS entities (as Assignor) assigned the Owned Intellectual Property and Registered Intellectual Property to Hot Dog On A Stick IP Holdings LLC, a Nevada limited liability company (as Assignee).

Background

• On January 26, 2026 (the Petition Date), FAT Brands Inc., Twin Hospitality Group Inc., and certain of their respective direct and indirect Subsidiaries (collectively, the Debtors), including the Sellers, filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division.
• On January 26, 2026, the Debtors established a Special Committee, authorized 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.
• Pursuant to the 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.
• FAT Brands and its Subsidiaries (including the Sellers) operate the FAT Brands Business (including the Transferred Business). The Sellers and Buyer entered into the Agreement to provide for the Buyer to purchase, acquire, and assume all of the Acquired Assets and Assumed Liabilities (which generally comprise the Transferred Business), in accordance with Sections 105, 363, 365, and other applicable provisions of the Bankruptcy Code.

Assets Being Sold

• At the Closing, the Buyer purchased and acquired all of the Acquired Assets free and clear of all Liens (other than Permitted Liens), pursuant to Sections 105, 363, and 365 of the Bankruptcy Code.
• The Transferred Business is the business and operations conducted by the 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. The Business Names include "Hot Dog on a Stick" and any other business names used in connection with the Transferred Business.
• The Acquired Assets consist of all of the Sellers' right, title, and interest in the tangible and intangible assets primarily used in or primarily relating to the Transferred Business, including any assets acquired by the Sellers after the date of the Agreement but prior to the Closing that primarily relate to the Transferred Business, but excluding any Excluded Assets (including any Other Buyer Assets).
• Pursuant to the Purchase Agreement, the Assignor agreed to assign, and the Assignee agreed to accept, all of the Assignor's right, title and interest in certain specified assets, including the Owned Intellectual Property and Registered Intellectual Property.

Excluded Assets

• The Excluded Assets are the assets of the Sellers as of the Closing that do not constitute the Acquired Assets, including, without limitation:
  • All cash and cash equivalents of the Debtors other than Transferred Locations Cash (cash in restricted accounts, the professional fee escrow, and all adequate assurance deposits are included in the Excluded Assets);
  • All avoidance actions under Chapter 5 of the Bankruptcy Code or any Litigation that are not an Acquired Asset (including claims or causes 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 or fraudulent conveyance law);
  • All Accounts Receivable; and
  • All Other Buyer Assets, and any Contract that is not a Designated Contract or Lease that is not an Assumed Lease or Reserved Lease;
  • Files, books, records, and documents relating to the Bankruptcy Cases and all Privileged Communications;
  • All capital stock or equity interests of any Seller, and all Claims and Litigation against any current or former directors and officers; and
  • All Retained Causes of Action and all rights to any proceeds thereof.

Assumed Liabilities

• At the Closing, the Buyer assumed and became responsible for the Assumed Liabilities, agreeing to pay, perform, honor, and discharge all Assumed Liabilities in a timely manner, including paying all Cure Costs.
• The Sellers shall not be liable for, and shall have no obligation to pay or cause to be paid, any Cure Costs.

Excluded Liabilities

• The Excluded Liabilities are any Liabilities of the Sellers or any of the other Debtors, whether existing on the Closing Date or arising thereafter as a result of any act, omission, or circumstance taking place prior to the Closing, other than the Assumed Liabilities.

Purchase Price

• The consideration for the Acquired Assets is the sum of:
  • Eight Million Dollars ($8,000,000) (the Closing Cash Payment); and
  • Assumption of the Assumed Liabilities.
• The Closing Cash Payment is payable at the Closing by wire transfer of immediately available funds to an account designated in writing by the Sellers no later than two business days prior to the Closing Date.

Deposit

• Concurrently with the Buyer's delivery of the Agreement, the Buyer was required to deliver ten percent (10%) of the Closing Cash Payment, or $800,000, into a segregated Deposit Account maintained by Omni Agent Solutions, Inc. (the Claims Agent), as set forth in the Bidding Procedures Order. Upon receipt, the Claims Agent places the Deposit into a non-interest-bearing account, and all reasonable Claims Agent costs, fees, and expenses related to holding the Deposit are borne by the Buyer.
• The Deposit becomes nonrefundable upon the earlier of (i) the Closing; (ii) Fraud by any Buyer or its Affiliates in connection with the Agreement or the Acquired Assets; (iii) entry of an Order approving a Sale Order in favor of the Buyer at the Sale Hearing and satisfaction by all Parties of all conditions in Article VII (and the absence of any restriction on the Buyer's right to acquire the Acquired Assets, except where solely caused by a Buyer act or omission); and (iv) a Buyer Default Termination.
• At the Closing, the Deposit is delivered to the Sellers and credited toward payment of the Purchase Price.
• In the event of a Buyer Default Termination, and provided the Sellers are not then in default, the Claims Agent immediately disburses the Deposit to the Sellers, to be retained for their own account as liquidated damages. If the Agreement is terminated for any other reason and the Buyer is not then in breach, the Deposit is returned to the Buyer within two business days after termination; provided that, if the Buyer is designated as the Back-up Bidder, the Deposit is returned within two business days after the closing on a Competing Bid.

Competing Bids and Back-up Bidder

• The Agreement and the transactions are subject to the Sellers' right and ability to consider higher or better competing bids with respect to the Transferred Business and any material portion of the Acquired Assets pursuant to the Bidding Procedures Order (each, a Competing Bid).
• If there is an Auction for the Transferred Business and the Buyer is not the Prevailing Bidder but is designated as the Back-up Bidder, the Buyer must keep its bid open and irrevocable until the date of closing of a Competing Bid with the Prevailing Bidder (the Outside Back-up Date).
• Following the Sale Hearing and prior to the Outside Back-up Date, if the Prevailing Bidder fails to consummate its alternative transaction as a result of a breach or failure to perform, the Buyer, as Back-up Bidder, will be deemed to have the new prevailing bid, and the Sellers will be authorized, without further order of the Bankruptcy Court, to consummate the transactions with the Buyer.
• Unless otherwise provided in the Bidding Procedures Order, the Bidding Procedures Order applies to the sale of the Transferred Business.

Bankruptcy Court Approval and Sale Order

• The Bidding Procedures Order (Docket No. 595) was entered by the Bankruptcy Court on April 9, 2026, granting the relief requested in the Bidding Procedures Motion. The Bidding Procedures Motion (Docket No. 420) was filed by the Sellers seeking entry of the Bidding Procedures Order.
• The Sellers were to seek entry of the Sale Order within five business days after conclusion of the Auction or the date the Auction is cancelled in accordance with the Bidding Procedures Order, or the earliest date thereafter that the Bankruptcy Court is available to conduct a hearing.
• The Sale Order, among other things, was to: approve the Agreement and the sale of the Acquired Assets free and clear of all Liens (other than Liens included in the Assumed Liabilities and Permitted Liens) pursuant to Sections 105, 363, and 365; authorize the Sellers to assume and assign the Designated Contracts to the Buyer; find that each applicable subsection of Section 363(f) has been met; find that the Buyer gave reasonably equivalent value and fair consideration; enjoin all persons from asserting claims, interests, or encumbrances against the Acquired Assets or the Buyer; find that the sale was negotiated at arm's length and in good faith; find that the Buyer and its Affiliates are not successors to the Sellers; and find that the Buyer is a "good faith" buyer within the meaning of Section 363(m) and grant it the protections thereof.
• In the event that the Bankruptcy Court's approval of the Sale Order is appealed, the Sellers shall use commercially reasonable efforts to defend such appeal.

Assumption and Assignment of Contracts and Leases

• The Designated Contracts and Assumed Leases as of the date of the Agreement are set forth on Section 2.6(b) of the Disclosure Schedule. The Sellers are to take all actions reasonably required to assume and assign the Designated Contracts and Assumed Leases to the Buyer, including obtaining a finding that the proposed assumption and assignment satisfies all applicable requirements of Section 365 of the Bankruptcy Code.
• The Sale Order provides for the assumption by the Buyer, and assignment by the Sellers, effective upon the Closing, of the Designated Contracts, subject to the Buyer's payment of all Cure Costs and the other terms of Section 2.6. The Sale Order also authorizes the Sellers, during the Post-Closing Designation Period, to assume and assign any Reserved Leases and Reserved Contracts designated by the Buyer.
• Designated Contracts include any Contract listed or referenced on Section 2.6(b) of the Disclosure Schedule designated by the Buyer (in its sole discretion) for assumption and assignment. Franchise Agreements are the franchise agreements between a Seller and a franchisee for the operation of any Transferred Locations.
• The Sellers have filed a schedule listing the Cure Costs. Any dispute or disagreement as to any Cure Cost shall not delay or prevent the Closing or result in any reduction to the Purchase Price.
• Any Contracts or Leases not designated as a Designated Contract, an Assumed Lease, a Reserved Lease, or a Reserved Contract prior to the Closing are deemed Excluded Assets.

Cure Costs

• Cure Costs are all amounts payable, and obligations that must be satisfied, to cure any monetary defaults through the Closing Date required to be cured under Section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate the assumption of executory Contracts and the Assumed Leases.
• With respect to each Designated Contract and Assumed Lease assigned to the Buyer on the Closing Date, the Buyer must satisfy all Cure Costs on the Closing Date or within twenty-four hours thereafter. With respect to each Post-Closing Designated Lease and Contract, the Buyer must satisfy the associated Cure Costs within twenty-four hours of delivering a Designation Notice.
• All defaults or other obligations of the Sellers under the Assumed Leases and Designated Contracts (including Franchise Agreements) arising or accruing prior to the Closing are deemed cured upon payment of the Cure Costs by the Buyer.
• If no Cure Cost is listed on the relevant Assumption Notice for a particular Designated Contract and/or Assumed Lease, the Cure Cost is deemed to be $0.00.

Post-Closing Designation Period

• The Post-Closing Designation Period runs from the Closing Date through and including June 30, 2026.
• During the Post-Closing Designation Period, the Sellers continue to operate the Transferred Business at the Leased Locations subject to a Reserved Lease, provided that all costs and expenses of such continued operations — including all amounts due under the Reserved Leases and applicable Reserved Contracts and all other operating costs (rent, utilities, insurance, labor, payroll, taxes, supplies, maintenance, and other operating costs, fees, and expenses) (the Post-Closing Designation Period Costs) — are borne solely by the Buyer.
• During the Post-Closing Designation Period, the Buyer may deliver a Designation Notice (A) designating any Reserved Lease as either an Assumed Lease (a Post-Closing Designated Lease) or an Excluded Asset; and (B) designating any Reserved Contract as a Designated Contract (a Post-Closing Designated Contract).
• Any Reserved Lease or Reserved Contract not designated as a Post-Closing Designated Lease or Contract prior to the expiration of the Post-Closing Designation Period is deemed an Excluded Asset, and the Sellers are permitted to reject it without the Buyer's consent.
• The Post-Closing Designation Funds shall not constitute property of the Sellers' bankruptcy estates under Section 541 of the Bankruptcy Code.
• The Buyer shall indemnify and hold harmless the Sellers from and against any Liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to the continued operation of the Transferred Business at the Transferred Locations subject to a Reserved Lease during the Post-Closing Designation Period, including any Post-Closing Designation Period Costs, other than any Liabilities arising from the Sellers' gross negligence or willful misconduct.

Sale Free and Clear

• At the Closing, subject to any Permitted Liens, each Seller has good and valid title to, or the right to use, the applicable tangible personal property included in the Transferred Business, free and clear of all Encumbrances, subject to the exceptions set forth in the Agreement.
• Pursuant to the Sale Order, the Sellers convey to the Buyer title to or rights to use all of the tangible Acquired Assets, free and clear of all Liens (other than Permitted Liens).
• Pursuant to the Bill of Sale, each Seller sells, assigns, transfers, conveys, and delivers to the Buyer, effective as of the Closing, all of such Seller's rights, titles, and interests, free and clear of all Liens (other than the Assumed Liabilities and Permitted Liens), in and to the Acquired Assets, other than (i) the Designated Contracts and Assumed Leases governed by the Assignment and Assumption Agreement and (ii) the Transferred Intellectual Property governed by the Intellectual Property Assignment Agreement.

Successor Liability

• The Parties intend that, upon the Closing, the Buyer and its Affiliates shall not, and shall not be deemed to: (a) be a successor to the Sellers, including a "successor employer" for purposes of the IRC, ERISA, or other applicable Laws; (b) have any responsibility or liability for any obligations of the Sellers or any affiliate based on any theory of successor or similar liability; (c) have merged with or into any of the Sellers; (d) be an alter ego or a mere continuation or substantial continuation of any of the Sellers; or (e) be holding itself out to the public as a continuation of any of the Sellers or their estates.

Employee Matters

• The Buyer shall offer employment to all of the Covered Employees (including Inactive Employees) who perform services for any Transferred Location. Such offers are to be made on or in advance of the Closing Date and effective as of the Closing Date (or, for a Covered Employee at a Transferred Location subject to a Reserved Lease, effective as of the later designation of such Reserved Lease as an Assumed Lease, or such earlier date selected by the Buyer), in all cases contingent upon the Closing.
• Each Covered Employee who accepts an offer is a Transferred Employee; provided that any Covered Employee who has been furloughed or is on an approved leave of absence as of the Closing (an Inactive Employee) is not considered a Transferred Employee unless and until the Inactive Employee returns to active status, and the Buyer or its Affiliates are responsible for Liabilities relating to such Inactive Employee from and after the date the Inactive Employee becomes a Transferred Employee.
• The Sellers are not required to continue to employ any Covered Employee for any period following the Closing. Each Covered Employee that is not a Transferred Employee is a Retained Employee.
• The Sellers and Buyer acknowledge that, as a result of the Buyer offering employment to the Covered Employees, it is not intended for a "plant closing" or "mass layoff" (as defined in the WARN Act) to occur with respect to the transactions.

Non-Solicitation

• During the period commencing on the date of the Agreement and ending 135 days thereafter (the Restricted Period), the Buyer shall not, and shall cause its Affiliates not to, directly or indirectly, (i) knowingly recruit, solicit, or offer employment to any FBG Covered Employee; (ii) otherwise induce or attempt to induce any FBG Covered Employee to leave the employ of the Sellers or the FBG Business; or (iii) hire, engage, employ, or enter into any independent contractor relationship with any FBG Covered Employee.
• The Parties acknowledge that these provisions are an essential inducement for the WBS Ad Hoc Group to consent to the sale of the Transferred Business to the Buyer, and that FBG Bid Co. is an express third-party beneficiary of this provision, which the Parties agree not to amend without FBG Bid Co.'s prior written consent.

Transition Services

• The Parties acknowledge that the Buyer will require certain post-Closing transition services from the Sellers and/or an Other Buyer. After the date of the Agreement, the Sellers and Buyer are to negotiate the terms of the Transition Services Agreement (or equivalent arrangement) in good faith with the applicable Other Buyer.

"As-Is" Transaction

• Except as specifically provided in the representations and warranties of Article III, the Sellers and their Affiliates convey the Acquired Assets to the 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.
• Upon the Closing Date, the Buyer assumes all risk and liability resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Acquired Assets.

Conditions to Closing

• The Buyer's obligation to consummate the transactions was subject to, among other conditions:
  • Entry of the Sale Order by the Bankruptcy Court, with no order staying, reversing, modifying, or amending it in effect on the Closing Date, and proper written notice of the Sale Hearing having been provided to all parties to executory Contracts and unexpired Leases that are (or may be) Designated Contracts; and
  • No material Order in effect prohibiting consummation of the transactions.
• The Sellers' obligations were similarly subject to satisfaction or waiver of specified conditions, including the accuracy of the Buyer's representations and warranties in Article IV (among them the Buyer's representation in Section 4.6 that it is capable of satisfying the requirements of 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), the Buyer's performance of its covenants, entry of the Sale Order with no stay in effect, the absence of any material Order prohibiting consummation, and the Buyer's deliveries and Cure Cost payments under Section 2.5.

Termination

• The Agreement could be terminated:
  • By the mutual written consent of the Parties;
  • If the Closing had not occurred prior to the Termination Date of June 1, 2026 (unless the Parties mutually agree to a later Closing Date, in which case such later date becomes the Termination Date);
  • By either the Sellers or Buyer if (i) the Sellers enter into a definitive agreement for a Competing Bid, the Bankruptcy Court enters an order approving it, and the Competing Bid is consummated, or (ii) the Bankruptcy Court enters an Order precluding consummation of the transactions; and
  • By either the Buyer or Sellers if the Bankruptcy Cases are dismissed or converted to cases under Chapter 7, where neither such dismissal nor conversion expressly contemplates consummation of the transactions.
  • By either Party if an action or Order of a Governmental Authority prohibiting consummation becomes final and non-appealable (unless the failure to close was due to the terminating Party's own breach);
  • By the Buyer for an uncured breach by any Seller of a representation, warranty, covenant, or agreement that has prevented satisfaction of the Buyer's closing conditions in Section 7.1(a) or 7.1(b);
  • By the Sellers for an uncured breach by the Buyer that has prevented satisfaction of the Sellers' closing conditions in Section 7.2(a) or 7.2(b); and
  • By the Sellers if all closing conditions have been satisfied or waived, the Sellers have irrevocably confirmed in writing that they are ready, willing, and able to close, and the Buyer fails to complete the Closing within two business days after the date Closing should have occurred. (Sellers' termination under the latter two grounds constitutes a "Buyer Default Termination," which is the trigger referenced in the Deposit and Termination-effect provisions.)
• Upon termination, all rights and obligations terminate and become null and void (except for specified surviving provisions); provided that, in the event of a Buyer Default Termination, the Sellers are entitled to retain the Deposit, no termination relieves any Party from Liability for Fraud or Willful Breach, and in the event of a Willful Breach by the Buyer, the Buyer's liability for damages is not limited to the Deposit but includes the benefit of the transactions lost by the Sellers.

Post-Closing Arrangements

• If, after the Closing, any Party becomes aware that an Acquired Asset has not been transferred to the Buyer, or that an Excluded Asset has been transferred to the Buyer, such Party must notify the other Parties within five business days and promptly take steps to transfer the misdirected asset to the proper Party at no additional charge.
• Promptly (and in no event later than 120 days) following the Closing Date — or such longer period as necessary to effectuate the orderly wind-down of the Sellers (the Wind-Down) — the Sellers shall use commercially reasonable efforts to obliterate, mask, or remove all Business Names from all public-facing assets that they own or control.
• The Buyer agrees to maintain the contemplated files and records consistent with its document retention and destruction policies for four years following the Closing, and to give the Sellers or their successors access for purposes of administering the Bankruptcy Cases, including the wind-down of the estates, any confirmation of a Chapter 11 plan, and the claims reconciliation process.
• The Buyer shall not, at any time following the Closing, pursue, prosecute, sell, or transfer any of the Acquired Avoidance Actions.
• All existing license rights granted to franchisees under Franchise Agreements survive the Closing and continue in full force and effect in accordance with their terms.

Governing Law and Jurisdiction

• The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware (without giving effect to its conflict of laws principles), except to the extent superseded by the Bankruptcy Code.
• Each Party irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court in any Litigation arising out of or relating to the Agreement, any Related Agreement, or the transactions contemplated thereby.
• Each Party irrevocably and unconditionally waives any right to a trial by jury in respect of any Litigation arising out of or relating to the Agreement or any Related Agreements.

Key Dates

• Petition Date: January 26, 2026
• Special Committee Authority Order (Mediated Agreement): March 19, 2026 (Docket No. 472)
• Bidding Procedures Motion: Docket No. 420
• Bidding Procedures Order: April 9, 2026 (Docket No. 595)
• Asset Purchase Agreement Execution Date: May 19, 2026
• Sale Order Entered: May 19, 2026 (Docket No. 1369)
• Termination Date: June 1, 2026
• Sale Closed: June 5, 2026
• Notice of Closing Filed: June 8, 2026
• Post-Closing Designation Period End: June 30, 2026

Elevation Burger Sale Summary

Overview

• On May 19, 2026, the Bankruptcy Court entered an order [Docket No. 1370] authorizing the Debtors to sell substantially all of the assets related to the Debtors' Elevation Burger restaurant brand (the "Sale") to TABCO International Food Catering K.S.C.C. free and clear of all liens, claims, and interests, and approving the assumption and assignment of certain Designated Contracts.
• The Asset Purchase Agreement is dated as of May 19, 2026, and the Sale closed on June 15, 2026.

Case Background

• On January 26, 2026 (the "Petition Date"), FAT Brands Inc. and its affiliated Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division.
• On January 26, 2026, the Debtors established a Special Committee authorized to review, consider, and, if appropriate, recommend a potential restructuring and/or recapitalization transaction, including any financing, refinancing, reorganization, recapitalization, or change of control, whether by sale, merger, consolidation, or otherwise.
• Pursuant to the 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.

Parties Involved

• Sellers: FAT Brands Inc., a Delaware corporation, and the direct and indirect Subsidiaries of FAT Brands identified on Annex 1 (FAT Brands Inc. and EB Franchises, LLC).
• Buyer (Purchaser): TABCO International Food Catering K.S.C.C., a Kuwait Shareholding Company (Closed).
• Twin Hospitality Group, Inc. and its direct and indirect Subsidiaries or Affiliates (collectively, the "Twin Hospitality Parties") are the franchisor and operator of the Twin Peaks and Smokey Bones specialty casual dining restaurant concepts (the "Twin Hospitality Business").

Assets Being Sold

• The Buyer desires to purchase, and the Sellers desire to sell, only the Transferred Business, which consists principally of (i) Owned Intellectual Property, (ii) the Franchise Agreements, and (iii) the other Acquired Assets.
  • "Transferred Business" means the business as conducted by Sellers as of the date of the Agreement that develops, markets, acquires, and franchises the restaurant concepts under the brand name "Elevation Burger" in the United States of America, Qatar, and Kuwait, including any infrastructure, systems, or assets, regardless of location, that are exclusively used in or exclusively related to sales, account management, marketing, technical operations, or other functions of the Transferred Business.
  • "Owned Intellectual Property" means all Intellectual Property owned or purported to be owned by Sellers, in each case to the extent exclusively used in or exclusively related to the Transferred Business.
  • "Franchise Agreements" means the franchise agreements between a Seller and a franchisee in respect of the Transferred Business.
• The Acquired Assets consist principally of, and are limited to, (i) the Owned Intellectual Property and (ii) the Franchise Agreements that are Designated Agreements to be assumed by the applicable Sellers and assigned to the Buyer, together with the books, records, and goodwill exclusively relating thereto. They do not include any assets, properties, rights, interests, contracts, leases, inventory, equipment, permits, intellectual property, cash, receivables, real property, or other items that do not relate exclusively to the Transferred Business.
• For the avoidance of doubt, the Buyer is not acquiring any other portion of the FAT Brands Business, the Twin Hospitality Business, or any other business, brand, concept, operation, real property, or asset of Sellers or the Twin Hospitality Parties.

Excluded Assets

• "Excluded Assets" means the assets of Sellers and the Twin Hospitality Parties as of the Closing that do not constitute the Acquired Assets, including, among others:
  • Any Contract that is not a Designated Contract;
  • Any owned or leased real property;
  • All cash and cash equivalents of Sellers (including cash in restricted accounts, the professional fee escrow, and all adequate assurance deposits); and
  • All avoidance actions under Chapter 5 of the Bankruptcy Code or any claims or litigations that are not an Acquired Avoidance Action or otherwise an Acquired Asset (including claims or causes 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 or fraudulent conveyance law).

Assumed Liabilities

• "Assumed Liabilities" means the following Liabilities of Sellers, to the extent not satisfied prior to the Closing, including, among others:
  • All Liabilities under or relating to the Acquired Assets to the extent arising from and after the Closing Date;
  • All Liabilities to pay for goods or services ordered with respect to the Transferred Business prior to the Closing, but not delivered or performed until after the Closing;
  • All Liabilities with respect to open purchase orders with customers and suppliers, solely to the extent any such order constitutes an Acquired Asset;
  • All Cure Costs related solely to the Designated Contracts that will be assumed by Sellers and assigned to the Buyer; and
  • All Liabilities for (i) Taxes relating to the Acquired Assets or the Assumed Liabilities with respect to Post-Closing Tax Periods allocable to the Buyer and (ii) Transfer Taxes.
• The Buyer will assume and become responsible for the Assumed Liabilities at the Closing and agrees to pay, perform, honor, and discharge all Assumed Liabilities, including paying all Cure Costs. For the avoidance of doubt, Sellers shall not be liable for, and shall have no obligation to pay, any Cure Costs.

Excluded Liabilities

• "Excluded Liabilities" means any Liabilities of Sellers and the Twin Hospitality Parties, whether existing on the Closing Date or arising thereafter as a result of any act, omission, or circumstance taking place prior to the Closing, other than the Assumed Liabilities, including:
  • All Liabilities of Sellers and the Twin Hospitality Parties under the Agreement or any Related Agreement and the transactions contemplated thereby;
  • All Liabilities arising out of employment laws or relating to the employment or termination of employees of any Seller or Twin Hospitality Party; and
  • All Liabilities arising under Environmental Laws to the extent relating to facts, events, or circumstances arising or occurring before the Closing.

Purchase Price

• The consideration for the Acquired Assets is the sum of (i) $2,500,000 (the "Closing Cash Payment") and (ii) assumption of the Assumed Liabilities (together, the "Purchase Price").
• The Closing Cash Payment is payable at the Closing by wire transfer of immediately available funds to an account designated in writing by Sellers no later than two business days prior to the Closing Date.
• The Parties acknowledge that the Closing Cash Payment has been negotiated and reduced to account for the Buyer's indemnification undertakings relating to the Kuwaiti Tax Liabilities.

Deposit

• The Buyer delivered a good faith deposit of $250,000 (the "Deposit") in immediately available funds, held in a segregated non-interest-bearing account maintained by Omni Agent Solutions, Inc. (the "Claims Agent").
• The Deposit becomes nonrefundable upon the earlier of (i) the Closing; (ii) Fraud by the Buyer or its Affiliates as determined by a final, non-appealable order of the Bankruptcy Court; (iii) entry of an Order approving a Sale Order in favor of the Buyer and satisfaction of all closing conditions, absent any restriction on the Buyer's right to acquire the Acquired Assets not solely caused by the Buyer; and (iv) a Buyer Default Termination.
• At the Closing, the Deposit is delivered to Sellers and credited toward payment of the Purchase Price.
• In the event of a Buyer Default Termination and Sellers are not then in default, the Claims Agent shall immediately disburse the Deposit to Sellers, to be retained for their own account as liquidated damages. If the Agreement is terminated for any other reason and the Buyer is not then in breach, the Claims Agent shall return the Deposit to the Buyer within two business days after termination.
• All Claims Agent costs, fees, and expenses exclusively related to holding the Deposit shall be paid by the Buyer.

Auction Details

• The Agreement was executed following an Auction conducted pursuant to the Bidding Procedures on April 27, 2026, upon the conclusion of which Sellers provisionally designated the Buyer as the Successful Bidder and the Buyer's bid, on substantially the terms set forth in the Agreement, as the winning bid.
• Effective immediately upon execution of the Agreement, the Buyer is designated without qualification as a Successful Bidder, and the Buyer's bid is designated as the Successful Bid for the Acquired Assets and the Transferred Business upon entry of the Sale Order.
• The Bidding Procedures Motion [Docket No. 420] sought approval of the proposed auction and bidding procedures by which the Debtors would solicit and select the highest or otherwise best offer for the sale of the assets through one or more sales; procedures for the assumption and assignment of executory contracts and unexpired leases, including notice of proposed cure amounts; scheduling of an auction and a final sale hearing; and approval of the form and manner of notice.
• The Bidding Procedures Order was entered by the Bankruptcy Court on April 9, 2026 [Docket No. 595] and, unless otherwise provided therein, applies to the sale of the Transferred Business.
• The Buyer has not engaged in any collusion with any other interested party with respect to the bidding or sale.

Assumption and Assignment of Contracts

• "Designated Contracts" means any Contract listed or referenced on Section 2.6(a) of the Disclosure Schedule designated by the Buyer, in its sole discretion, for assumption and assignment effective on and as of the Closing.
• Sellers shall take all actions reasonably required to assume and assign the Designated Contracts to the Buyer, including obtaining an Order of the Bankruptcy Court finding that the proposed assumption and assignment satisfies all applicable requirements of Section 365 of the Bankruptcy Code. At the Closing, Sellers shall assign the Designated Contracts that may be assigned pursuant to Sections 363 and 365 of the Bankruptcy Code.
• The Sale Order provides for the assumption and assignment of the Designated Contracts, effective upon the Closing, subject to (i) the Buyer's payment of all Cure Costs and (ii) the other terms of Section 2.6.
  • Sellers shall file a schedule listing the Cure Costs no later than the deadline established by the Bidding Procedures Order.
  • The Buyer shall satisfy all Cure Costs on the Closing Date (or, with respect to the Reserved Agreement, within 24 hours of designating it as a Designated Contract).
  • No dispute or disagreement as to any Cure Cost shall delay or prevent the Closing or give rise to any reduction in the Purchase Price.
• The Buyer's right to designate the contract identified as "EB-105" (the "Reserved Agreement") as a Designated Contract or an Excluded Asset is reserved for a period of 30 days following the Closing Date (the "Post-Closing Designation Period").
• A list of certain Designated Contracts that may be assumed and assigned to the Purchaser is attached to the Notice of Closing as Exhibit 2, with proposed cure amounts listed for each as $0.00.

Sale Free and Clear

• Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, at the Closing the Buyer will purchase and acquire the Acquired Assets free and clear of all Liens (other than Permitted Liens).
• The Sale Order shall, among other things, (i) approve the execution, delivery, and performance of the Agreement, the sale of the Acquired Assets free and clear of all Liens (other than Liens included in the Assumed Liabilities and Permitted Liens), and the performance by Sellers of their obligations; (ii) authorize and empower Sellers to assume and assign the Designated Contracts; and (iii) find that the 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 the Buyer the protections of Section 363(m).

Successor Liability

• The Parties intend that, upon the Closing, the Buyer and its Affiliates shall not be deemed to: (a) be a successor to Sellers, including a "successor employer"; (b) have any responsibility or liability for any obligations of Sellers based on any theory of successor or similar liability; (c) have merged with or into any Seller; (d) be an alter ego or a mere continuation of any Seller; or (e) be holding itself out to the public as a continuation of any Seller or Sellers' estates.

Representations and Warranties

• Except as specifically provided in the Agreement and the Sale Order, Sellers will convey the Acquired Assets on an "As-Is, Where-Is" and "With All Faults" basis, without representations, warranties, or covenants, express or implied. The Buyer waives all rights and privileges arising out of any representations, warranties, or covenants except those expressly set forth in the Agreement.
• The Buyer has and will have at the Closing immediately available funds sufficient for the satisfaction of all of its obligations, including payment of the Purchase Price, the Cure Costs, and all related fees and expenses.
• The 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 the related Assumed Liabilities.
• Buyer represents that neither it nor its Affiliates or controlling persons is a sanctioned or blocked person, or located in a comprehensively sanctioned jurisdiction, and that it will not use the Acquired Assets in violation of applicable Sanctions or U.S. export-control Laws (including the EAR and ITAR).
• Buyer represents that it maintains no offices, employees, operations, or material assets in the United States and does not engage in any "U.S. business" within the meaning of the CFIUS regulations, and that no U.S. governmental filing, notice, or approval (including CFIUS) is required other than entry of the Sale Order.
• Buyer represents that it is a "non-U.S. person" within the meaning of Regulation S, is not an "investment company," and is acquiring the Acquired Assets for its own account for purposes related to the Transferred Business.

Conditions to Closing

• The other Party's representations and warranties shall have been true and correct as of signing and as of the Closing, subject to the applicable materiality / Material Adverse Effect qualifiers;
• The other Party shall have performed and complied with its covenants and agreements required to be performed on or before the Closing in all material respects;
• 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;
• No material Order shall be in effect that prohibits consummation of the transactions contemplated by the Agreement; and
• Each delivery contemplated by Section 2.5(a) to the Buyer, and each delivery to Sellers and each payment of Cure Costs contemplated by Sections 2.5(b) and 2.5(c), shall have been made.

Tax Matters

• The Buyer shall bear and pay any Transfer Tax imposed under applicable Law in connection with the transactions.
• No later than 30 days after the Closing Date, the Buyer shall deliver an Allocation Schedule allocating the Purchase Price, the Assumed Liabilities, and all other relevant items among the Acquired Assets in accordance with Section 1060 of the IRC.
• From and after the Closing, the Buyer shall promptly indemnify and hold harmless the Seller Indemnified Parties from and against any Kuwait Allowed Tax Claim Distribution Loss. The Buyer's liability in connection with any Kuwaiti Tax Claim shall not exceed the aggregate amount of any Kuwait Allowed Tax Claim Distribution Losses incurred by a Seller Indemnified Party plus any costs and expenses incurred by Sellers in connection with the defense of any such claim or demand or otherwise subject to reimbursement by the Buyer.

Post-Closing Arrangements

• The Parties acknowledge that the Buyer will require certain post-Closing transition services from Sellers and/or an Other Buyer, and will negotiate the terms of a Transition Services Agreement (or equivalent arrangement) in good faith.
• Promptly, and in no event later than 120 days following the Closing Date (or such reasonable longer period as necessary to effectuate the orderly Wind-Down), Sellers shall use commercially reasonable efforts to obliterate, mask, or remove all Business Names from all public-facing assets owned by or in their possession, custody, or control.
• All existing license rights granted to franchisees under Franchise Agreements shall survive the Closing and continue in full force and effect in accordance with their terms, and the Buyer shall assume all obligations of Sellers under such Franchise Agreements with respect to the licensing of Intellectual Property to franchisees.
• The Buyer agrees to maintain the applicable files and records consistent with its document retention and destruction policies for six years following the Closing and to give Sellers or their successors access for purposes of administering the Bankruptcy Cases, including the wind-down of the estates, any confirmation of a Chapter 11 plan, and the claims reconciliation process.

Termination

• The Agreement may be terminated prior to the Closing, among other circumstances:
  • By the mutual written consent of the Parties;
  • By Sellers or the Buyer, if the Bankruptcy Court enters an Order that precludes consummation of the transactions on the terms set forth in the Agreement; and
  • By the Buyer or Sellers, in the event the Bankruptcy Cases are dismissed or converted to cases under Chapter 7 of the Bankruptcy Code, where neither such dismissal nor conversion expressly contemplates consummation of the transactions.
• Upon termination, all rights and obligations of the Parties become null and void (subject to specified surviving provisions), provided that (i) in the event of a Buyer Default Termination, Sellers shall be entitled to retain the Deposit; (ii) no termination shall relieve any Party from liability for Fraud or Willful Breach; and (iii) in the event of a Willful Breach by the Buyer, the Buyer's liability for damages shall not be limited to the Deposit or reimbursement of expenses but shall include the benefit of the transactions lost by Sellers.

Governing Law and Remedies

• The Agreement is governed by the internal laws of the State of Delaware (without giving effect to conflict-of-laws principles), except to the extent superseded by the Bankruptcy Code.
• The Parties irrevocably submit to the exclusive jurisdiction of the Bankruptcy Court for any dispute arising out of the Agreement or the Related Agreements and waive any right to a trial by jury.
• The Parties agree that monetary damages would be inadequate and that Sellers and the Buyer are entitled to specific performance and other equitable relief to enforce the Agreement, without being required to post any bond or other security.

Twin Peaks Asset Sale Summary

Overview

• On Jan. 26, 2026 (the Petition Date), FAT Brands Inc. and its affiliated debtors and debtors-in-possession filed voluntary petitions for relief under chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, commencing the Chapter 11 Cases.
• The Debtors entered into an Asset Purchase Agreement and Plan of Reorganization, dated June 15, 2026, providing for the sale of substantially all of the assets related to the Debtors’ Twin Peaks restaurant brand. The Sellers are the franchisor and operator of the “Twin Peaks” specialty casual dining restaurant concepts.
• On May 19, 2026, the Court entered the Order authorizing the Debtors’ entry into the Purchase Agreement and authorizing the sale of substantially all assets related to the Debtors’ Twin Peaks restaurant brand (the Sale) to the Purchaser free and clear of all liens, claims, and interests, approving the assumption and assignment of designated contracts, and granting related relief [Docket No. 1378]
• On May 19, 2026, the Court also entered the Order Dismissing the Chapter 11 Cases of Certain Debtors Upon the Sale Thereof [Docket No. 1367] (the Dismissal Order), which provides that if a Debtor’s equity is purchased in the Chapter 11 Cases, such Debtor will be dismissed from the Chapter 11 Cases upon the filing of a notice indicating that such sale has closed.
• The Sale closed on June 15, 2026.

Parties Involved

• Sellers: Twin Hospitality Group, Inc. (“Twin Manager”), Twin Hospitality I, LLC (“Twin Hospitality”), and, collectively, the direct and indirect Subsidiaries or Affiliates of Sellers identified on Annex 1 to the Agreement.
• Buyer / Purchaser: TWNPKS Bid Co. LLC (“Buyer”).
• FAT Brands Inc., for the limited purposes specifically set forth in the Agreement (together with Twin Manager, the “Managers”).
• On Jan. 26, 2026, the Debtors established a Special Committee, authorized to review, consider and, if appropriate, recommend a potential restructuring and/or recapitalization transaction. Pursuant to an Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement entered by the 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.

Prepetition Indebtedness

• Prior to the Petition Date, Twin Hospitality was party to a Base Indenture dated as of Nov. 21, 2024, as supplemented by the Series 2024-1 Supplement dated as of Nov. 21, 2024 (the Prepetition Indenture), with UMB Bank, N.A. as trustee (the Trustee) and securities intermediary, pursuant to which Twin Hospitality issued, on Nov. 21, 2024:
  • Prepetition In-Scope Notes:
    • $12,124,000 Series 2024-1 Class A-2-I super senior secured 9.00% fixed rate notes (the A-2-I Prepetition Notes);
    • $269,257,000 Series 2024-1 Class A-2-II senior secured 9.00% fixed rate notes (the A-2-II Prepetition Notes); and
    • $57,619,000 Series 2024-1 Class B-2 senior subordinated secured 10.00% fixed rate notes (the B-2 Prepetition Notes). Each of the Prepetition In-Scope Notes (the A-2-I, A-2-II, and B-2 Prepetition Notes) has a maturity date of Oct. 26, 2054.
  • Prepetition Out-of-Scope Notes:
    • $77,711,000 Series 2024-1 Class M-2 subordinated secured 11.00% fixed rate notes;
    • $326,876,000 Series 2024-1 Class A2IIB2 exchangeable secured fixed rate notes; and
    • $404,587,000 Series 2024-1 Class A2IIB2M2 exchangeable secured fixed rate notes.

Intended Tax Treatment

• The Parties intend that, for U.S. federal (and applicable state and local) income tax purposes, the transactions contemplated by the Agreement (together with the transactions contemplated by the Closing Steps Plan and any other applicable documents) 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 Agreement is intended to constitute a “plan of reorganization” within the meaning of Section 368 of the IRC and the Treasury Regulations thereunder.

Assets Being Sold

• Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at Closing Buyer (or any of its designees) purchased and acquired all of the Acquired Assets, and Sellers sold, transferred, assigned, conveyed, and delivered the Acquired Assets, each free and clear of all Liens (other than Permitted Liens). The Acquired Assets and Assumed Liabilities generally comprise the Transferred Business.
• “Acquired Assets” means all of Sellers’ right, title, and interest 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 GAAP balance sheet), including any assets acquired by Sellers after the date of the Agreement but prior to the Closing; provided that the Acquired Assets do not include any Excluded Assets.
• The Acquired Assets exclude all properties, rights, interests and other tangible and intangible assets of the Acquired Entities and their Subsidiaries, which are conveyed indirectly via the transfer and conveyance of the Acquired Equity Interests.
• The “Transferred Business” is the business and operations conducted by Sellers of restaurants, bars and entertainment (whether owned or franchised) under the “Twin Peaks” name and all related Trademarks and proprietary brand elements, including (a) all franchising, licensing, and brand management activities conducted in connection therewith and (b) the Brewery Business. The Transferred Business does not include any activities to the extent relating to the “Smokey Bones” brand, franchise agreements, locations, operations or intellectual property.

Excluded Assets

• All files, books, records and documents prepared in connection with the Agreement or the transactions contemplated thereby or otherwise relating to the Bankruptcy Cases (including work product of Sellers’ legal counsel and all Privileged Communications), minute books, corporate records, organizational documents of Sellers, Tax Returns and Tax work papers, and all other documents not related to the Transferred Business, the Transferred Locations, the Acquired Assets, or the Covered Employees.
• All cash and cash equivalents of Sellers other than Transferred Cash.
• Any intercompany receivables payable by or to any Seller, all of which are to be settled or extinguished in accordance with the Settlement Term Sheet.

Assumed Liabilities

• At Closing, Buyer (or any of its designees) assumed and became responsible for the Assumed Liabilities, which include (to the extent not satisfied prior to the Closing):
  • All Liabilities under or relating to the Acquired Assets to the extent first arising from and after the Closing Date;
  • All Cure Costs related solely to the Designated Contracts and Assumed Leases to be assumed by Sellers and assigned to Buyer (or its designee), including with respect to all liabilities to franchisees under any Franchise Agreement assigned to Buyer as a Designated Contract; and
  • All Liabilities arising under or otherwise in respect of the Assumed Seller Plans.
• The Assumed Liabilities do not include the Liabilities of the Acquired Entities and their Subsidiaries, which remain Liabilities of such Acquired Entity or Subsidiary and are conveyed indirectly via the transfer and conveyance of the Acquired Equity Interests.

Excluded Liabilities

• Any Liabilities of Sellers other than the Assumed Liabilities, excluding any Liabilities of the Acquired Entities or their Subsidiaries.
• 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.
• Any intercompany payables payable by or to any Seller, all of which are to be settled or extinguished in accordance with the Settlement Term Sheet.

Purchase Price / Consideration

• In consideration for the Acquired Assets, Buyer agreed to:
  • Submit (or cause to be submitted) a credit bid pursuant to Section 363(k) of the Bankruptcy Code (the Credit Bid) of:
    • All DIP Obligations outstanding as of immediately prior to the Closing (the DIP Obligations Amount);
    • All A-2-II Prepetition Notes Obligations outstanding as of immediately prior to the Closing (the A-2-II Prepetition Notes Obligations Amount); and
    • 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 of $30,500,000 (the B-2 Prepetition Notes Obligations Amount);
  • Pay all Cure Costs required to be paid at Closing; and
  • Assume (or cause one or more of its Affiliates to assume) the Assumed Liabilities.
• The DIP Obligations Amount, the A-2-II Prepetition Notes Obligations Amount and the B-2 Prepetition Notes Obligations Amount collectively comprise the Credit Bid Amount.
• Except as Buyer and Sellers may otherwise agree in writing (including any agreement to reduce the Credit Bid Amount and replace such reduction with a cash payment on terms agreed in good faith, which cash payment is not 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.
• Each dollar of DIP Obligations, A-2-II Prepetition Notes Obligations and B-2 Prepetition Notes Obligations that is subject to the Credit Bid or assumed as Assumed Liabilities is treated the same as a dollar of cash solely with respect to the secured collateral underlying such obligations.
• Buyer is to pay or cause to be paid the Cure Costs and the Estimated Post-Closing Designation Period Costs in accordance with the Agreement and the Transition Services Agreement.

Credit Bid

• Buyer, as 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) are 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.
• Sellers shall not seek (or support any other Person in seeking) to limit the ability of Buyer, as agent of the Trustee, and the DIP Agent to make such credit bid “for cause” under Section 363(k) of the Bankruptcy Code.
• 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 the Agreement, including delivery of the Purchase Price and payment of the Cure Costs and all other amounts required to be paid by Buyer, including the Funding Amount under the Settlement Term Sheet.

Auction & Back-Up Bidder

• The “Back-up Bidder” is the Person designated at the Auction as having submitted the next highest offer to the offer submitted by the Prevailing Bidder.
• If there is an Auction and Buyer is not the prevailing party but submits the second highest or second best bid (memorialized by an acceptable Back-Up Purchase Agreement incorporating terms established at the Auction), or the terms of the Agreement constitute the second highest or best bid, Buyer shall keep its bid open and irrevocable until the earlier of (i) 11:59 p.m. (prevailing Central Time) on the date that is 30 days after 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 Sellers notify Buyer that the Prevailing Bidder has failed to consummate the applicable alternative transaction as a result of a breach or failure to perform, Buyer, as Back-up Bidder, will be deemed to have the new prevailing bid, and Sellers will be authorized, pursuant to paragraph 31 of the Bidding Procedures Order, to consummate the transactions on the terms of the Back-Up Purchase Agreement or, if none, the Agreement with Buyer.

Bidding Procedures Order

• he Bidding Procedures Order [Docket No. 595] was entered by the Bankruptcy Court on April 9, 2026, granting the relief requested in the Bidding Procedures Motion. The Bidding Procedures Motion [Docket No. 420] was filed by Sellers seeking entry of the Bidding Procedures Order.
• Unless otherwise provided therein, the Bidding Procedures Order applies to the sale of the Transferred Business, and Sellers shall comply with, and use commercially reasonable efforts to cause the satisfaction of, each deadline and requirement set forth in the Bidding Procedures Order.

Assumption and Assignment of Contracts and Leases

• A list of contracts that were assumed and assigned as of closing is attached to the closing notice as Exhibit 2, and a list of certain designated contracts that may be assumed and assigned to the Purchaser after closing is attached as Exhibit 3.
• “Designated Contracts” and “Assumed Leases” are those Contracts and Leases designated by Buyer (in its sole discretion) for assumption and assignment to Buyer (or its designee), effective on and as of the Closing. The Sale Order provides for the assumption and assignment of the Designated Contracts by Sellers to Buyer (or any designated Subsidiary), effective upon the Closing.
• Buyer has the right, by written notice to Sellers, to (i) add any Contract or Lease as a Designated Contract or Assumed Lease or (ii) remove any Contract or Lease from the Designated Contracts or Assumed Leases, in each case at any time up to one Business Day prior to the Closing Date, without any adjustment to the Purchase Price.
• With respect to each Designated Contract and Assumed Lease assigned to Buyer at Closing, Buyer shall satisfy all applicable Cure Costs on the Closing Date.
• 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.

Settlement

• Prior to the Sale Hearing, Sellers were 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).
• The Settlement Term Sheet memorializes the terms and conditions of a global settlement by and among the Debtors, Buyer, and the Committee, approved by and appended to the Settlement Order.
• Sellers were to use commercially reasonable efforts to file the 9019 Motion as soon as reasonably practicable following the date of the Agreement and to obtain entry of the Settlement Order on or prior to the Closing Date, and shall (and shall cause all other debtors to) comply with the milestones set forth in the Settlement Order.

Deficiency Claims

• Upon the Closing, the Trustee, on behalf of the Prepetition Noteholders, continues to hold allowed general unsecured claims against certain 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 Obligations with respect to the Prepetition Out-of-Scope Notes and such 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) are entitled to vote the aggregate amount of the Deficiency Claims to accept or reject any chapter 11 plan proposed by any applicable Debtors.

Sale Free and Clear & Successor Liability

• On the Closing Date, the Acquired Assets were 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. The Parties intend that, pursuant to Section 363(f), the transfer be free and clear of any Liens, including any liens or claims arising out of the bulk transfer laws, except Permitted Liens.
• 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 are to be fully released from and with respect to the Acquired Assets to the fullest extent permitted by Section 363, and Buyer is not a successor to any Seller or the bankruptcy estate by reason of any theory of law or equity.
• The Parties intend that, upon the Closing, neither Buyer nor its Affiliates shall be deemed: a successor (including a “successor employer” for purposes of the IRC, ERISA, or other applicable Laws) to Sellers; to have any responsibility or liability for any obligations of Sellers based on successor or similar theories; to have merged with or into any Seller; to be an alter ego or mere or substantial continuation of any Seller; or to be holding itself out as a continuation of any Seller or its estate.

Sale Order

• The Sale Order is the order(s), in form and substance reasonably acceptable to Buyer, the Trustee, the DIP Agent, and Sellers, authorizing the sale of the Acquired Assets in accordance with the Agreement.
• If Buyer is deemed the Successful Bidder, Sellers shall diligently seek entry of the Sale Order and any other necessary Orders to consummate the transactions (including the transactions set forth in the Closing Steps Plan) 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.

Expense Reimbursement

• To the fullest extent permitted and specifically provided in the DIP Documents and the DIP Order, 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 the Agreement, including the reasonable fees and expenses of Buyer’s attorneys and financial and other advisors and consultants.

Termination

• The Parties may terminate the Agreement at any time prior to the Closing, including, among other circumstances:
  • If the Closing shall not have occurred prior to the Termination Date;
  • By Buyer, if any Seller enters into (or announces its intention to enter into) an arrangement with any Person other than Buyer or its Affiliates with respect to any Competing Bid, or if 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;
  • Automatically, upon consummation of a Competing Bid;
  • By Buyer, if the Sale Hearing is not held on or before May 8, 2026 (or, if 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);
  • By Buyer, if the Bankruptcy Court has not entered the Sale Order on or before May 8, 2026 (subject to the same availability/alternative-date provisions); and
  • By Buyer, if 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.
• The Termination Date was initially June 15, 2026, unless the Parties mutually agreed in writing to a later Closing Date, in which case such later date would be the Termination Date.

Closing

• The Closing took place remotely by electronic exchange of counterpart signature pages (or such other mutually agreed method), to occur no later than the third Business Day following the date on which the conditions set forth in Article VII were satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing), or at such other place and time as Buyer and Sellers mutually agreed.
• The Sale closed on June 15, 2026.

Closing Steps Plan / Reorganization Structure

• Pursuant to the Closing Steps Plan, in consideration for the transfer of the Acquired Assets, Sellers were entitled to receive from Buyer (A)(i) certain notes issued by TWNPKS Top Co. LLC (“TopCo”) under a TopCo Base Indenture (as supplemented by the TopCo Series 2026-1 Supplement) with Citibank, N.A. as trustee (the TopCo Notes), and (ii) certain notes issued by Buyer under a BidCo Base Indenture (as supplemented by the BidCo Series 2026-1 Supplement) with the Trustee (the Buyer Notes, and together with the TopCo Notes, the Notes), and (B) all issued and outstanding equity of TopCo (the TopCo Equity).
• Sellers were expected to transfer the Notes and the TopCo Equity to the DIP Lenders and the Prepetition Noteholders immediately following the foregoing transactions, in full and complete satisfaction of Sellers’ obligations in connection with the Credit Bid.
• TopCo and Buyer delivered to Sellers an Exchange Commitment Letter, dated April 24, 2026, pursuant to which Buyer, as duly appointed agent for the DIP Agent, committed at Closing to enter into the Purchase Agreement and consummate the transactions contemplated thereby.

Dismissed Debtors

• Pursuant to the Dismissal Order, the following entities (listed on Exhibit 4 to the closing notice) are deemed dismissed from the Chapter 11 Cases, effective as of the filing of the closing notice: (1) Twin Restaurant Kissimmee, LLC; (2) Twin Restaurant Northlake Beverage Holding, LLC; (3) Twin Restaurant Plano Beverage Holding, LLC; and (4) Twin Restaurant Plano RE, LLC.

Key Dates

• Petition Date: Jan. 26, 2026
• Special Committee Established: Jan. 26, 2026
• Mediated Agreement Stipulation and Agreed Order [Docket No. 472]: March 19, 2026
• Bidding Procedures Order Entered [Docket No. 595]: April 9, 2026
• Sale Hearing / Sale Order Entry Termination Deadline: May 8, 2026
• Deadline to Seek Entry of Sale Order: May 11, 2026
• Sale Order Entered [Docket No. 1378] and Dismissal Order Entered [Docket No. 1367]: May 19, 2026
• Termination Date / Agreement Dated: June 15, 2026
• Sale Closed: June 15, 2026

FBG Assets Sale Summary

Overview

• On January 26, 2026 (the "Petition Date"), FAT Brands Inc. and its affiliated debtors and debtors-in-possession (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Court").
• The Asset Purchase Agreement and Plan of Reorganization (the "Agreement") was entered into as of June 15, 2026.
• On May 19, 2026, the Court entered the order [Docket No. 1377] authorizing the Debtors to sell substantially all of the assets related to substantially all of the Debtors' assets, excluding those assets related to the Debtors' Twin Peaks, Hot Dog on a Stick, and Elevation Burger restaurant brands (the "Sale"). The Sale closed on June 15, 2026.

Parties Involved

• Sellers: FAT Brands Inc. ("FAT Brands"); FAT Brands Royalty I, LLC ("FB Royalty"); FAT Brands GFG Royalty I, LLC ("GFG Royalty"); FAT Brands Fazoli's Native I, LLC ("Fazoli's"); and, collectively with the direct and indirect Subsidiaries or Affiliates of Sellers listed on Annex I (collectively, "Sellers").
• Buyer / Purchaser: FBG Bid Co. LLC, a Delaware limited liability company.
• The Sellers operate a multi-brand restaurant company that develops, markets, acquires, franchises, and manages certain restaurant concepts.
• On January 26, 2026, the Debtors established a special committee (the "Special Committee") and authorized it to review, consider and, if appropriate, recommend a potential restructuring and/or recapitalization transaction. Pursuant to the Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement entered by the 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.

Assets Being Sold

• The Sale provides for Buyer to purchase, acquire, and assume all of the Acquired Assets and Assumed Liabilities (which generally comprise the Transferred Business), in accordance with Sections 105, 363, 365, and other applicable provisions of the Bankruptcy Code.
• The "Transferred Business" comprises the operation of restaurants, bars and entertainment (whether owned or franchised) under the Round Table Pizza, Fatburger, Johnny Rockets, Fazoli's, Great American Cookies, Marble Slab Creamery, 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.
  • The Transferred Business does not include the Elevation Burger Business or the Hot Dog on a Stick Business.
• The "Acquired Assets" include all of Sellers' right, title, and interest, free and clear of all Liens (other than Permitted Liens), in and to substantially all properties, rights, interests, and other tangible and intangible assets used in or relating to the Transferred Business, including:
  • All Transferred Intellectual Property and Transferred IT Systems;
  • All personal property, including restaurant equipment and machinery, kitchen equipment, fixtures and trade fixtures, point-of-sale systems, computers and servers, furnishings, branding, signs, and signage located at the Transferred Locations or at any real property leased pursuant to an Assumed Lease;
  • All Designated Contracts (including Franchise Agreements) and Assumed Leases, which may be adjusted pursuant to Section 2.6;
  • All food and beverage items and other Inventory;
  • All customer and end-user data and information, to the extent used in or related to the Transferred Business and permitted to be assigned under applicable Law;
  • All Accounts Receivable;
  • All transferable Permits, including liquor licenses, permits, and related authorizations;
  • All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off and recoupment, deposits, charges, sums and fees (excluding items relating to Taxes that are Excluded Liabilities);
  • All Intellectual Property Licenses;
  • All telephone and facsimile numbers and email addresses used in or relating to the Transferred Business or a Transferred Location;
  • All Avoidance Actions against Buyer, the Trustee, suppliers, vendors, merchants, manufacturers, or other counterparties to any Designated Contracts or Assumed Leases (or their Affiliates), or otherwise with respect to trade obligations paid prior to the Petition Date, and any related Claims, Litigation, and proceeds thereof;
  • All rights under warranties, indemnities, and similar rights against third parties in respect of the Transferred Business or the Acquired Assets;
  • All cash held in the UMB Trust Accounts and Transferred Locations Cash, including cash and cash equivalents held by the Trustee as collateral to secure the obligations under the Prepetition Indentures (collectively, "Transferred Cash");
  • All open purchase orders with customers and suppliers of the Transferred Business;
  • All issued and outstanding capital stock and other equity interests of the entities set forth in the Disclosure Schedule (the "Acquired Entities" and such interests, the "Acquired Equity Interests"); and
  • All insurance policies set forth on the Disclosure Schedule.
• The properties, rights, and other assets of the Acquired Entities and their Subsidiaries are excluded from the Acquired Assets and will instead be conveyed indirectly via the transfer of the Acquired Equity Interests.
• "Excluded Assets" include, among other items:
  • Files, books, records, and documents prepared in connection with the Agreement or the Bankruptcy Cases (including legal counsel work product and Privileged Communications), minute books, corporate records, organizational documents, Tax Returns and Tax work papers, and other documents not related to the Transferred Business, the Transferred Locations, the Acquired Assets, or the Covered Employees;
  • Any insurance policies not specifically identified as Acquired Assets, including director and officer insurance policies and binders, and related claims, refunds, credits, and proceeds;
  • All Retained Causes of Action and proceeds thereof;
  • All cash and cash equivalents of Sellers other than Transferred Cash;
  • Any Avoidance Actions that are not an Acquired Asset;
  • All capital stock or other equity interests of any Seller (other than the Acquired Entities) and related convertible securities;
  • All assets that constitute "Acquired Assets" under the TWN Asset Purchase Agreement, that are exclusively used in or exclusively related to the Elevation Burger Business, that are primarily used in or primarily related to the Hot Dog on a Stick Business, or that are described on the Disclosure Schedule; and
  • Any intercompany receivables payable by or to any Seller, which shall be settled or extinguished in accordance with the Settlement Term Sheet.
• "Assumed Liabilities" include, among other items:
  • All Liabilities under or relating to the Acquired Assets that first arise from and after the Closing Date;
  • All Liabilities to pay for goods or services ordered with respect to the Transferred Business prior to the Closing but not delivered or performed until after the Closing, to satisfy open purchase orders constituting Acquired Assets, and with respect to the Administrative Claims set forth on the Disclosure Schedule; and
  • All Cure Costs related solely to the Designated Contracts and Assumed Leases assumed by Sellers and assigned to Buyer (or its designee), including liabilities to franchisees under any assigned Franchise Agreement.
  • Specified employee-related Liabilities for Transferred Employees, including self-insured welfare-plan claims, earned and accrued wages, salaries, commissions and retention payments, unreimbursed business expenses, and the Assumed Seller Plans, in each case as of the Transition Period Closing; and
  • Specified Tax Liabilities, including Taxes relating to the Acquired Assets/Assumed Liabilities for Post-Closing Tax Periods allocable to Buyer, ordinary-course sales and use Taxes for May and June 2026, and certain Property Taxes.
• "Excluded Liabilities" means any Liabilities of Sellers other than the Assumed Liabilities (and do not include Liabilities of the Acquired Entities or their Subsidiaries), including Liabilities arising prior to the Closing, Liabilities relating to the Excluded Assets (including the Elevation Burger and Hot Dog on a Stick Businesses), Taxes (except as expressly assumed), Liabilities under the Agreement or any Related Agreement, indebtedness for borrowed money and related guarantees and reimbursement obligations, Liabilities for the termination of employment of Seller "insiders," Liabilities to Sellers' equity holders, and intercompany payables (to be settled or extinguished in accordance with the Settlement Term Sheet).

Purchase Price

• In consideration for the Acquired Assets, Buyer shall:
  • Submit a credit bid pursuant to Section 363(k) of the Bankruptcy Code (the "Credit Bid") of:
    • All DIP Obligations outstanding as of immediately prior to the Closing (the "DIP Obligations Amount");
    • All FB Royalty A-2-I Prepetition Notes Obligations, all GFG A-2-I Prepetition Notes Obligations, and $40,800,000 of FZ A-2-I Prepetition Notes Obligations, in each case outstanding as of immediately prior to the Closing (the "A-2-I Prepetition Notes Obligations Amount"); and
    • 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 of $58,500,000 (the "B-2 Prepetition Notes Obligations Amount"), collectively constituting the "Credit Bid Amount";
  • Pay all Cure Costs required to be paid at Closing; and
  • Assume, or cause one or more of its Affiliates to assume, the Assumed Liabilities.
• Buyer shall also pay or cause to be paid the Estimated Post-Closing Designation Period Costs in accordance with Section 2.6(f) and the Transition Services Agreement.

Credit Bid

• Except as Buyer and Sellers may otherwise agree in writing, under no circumstances shall any portion of the Credit Bid Amount be converted into or otherwise require a cash payment. The parties may agree to reduce the Credit Bid Amount and replace such reduction with a cash payment, which would not be required to equal the reduction on a dollar-for-dollar basis.
• Each dollar of DIP Obligations, A-2-I Prepetition Notes Obligations, and B-2 Prepetition Notes Obligations subject to the Credit Bid or assumed as Assumed Liabilities shall be treated the same as a dollar of cash solely with respect to the secured collateral underlying such obligations.
• Buyer is entitled to participate in the Auction as 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) is 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.

Back-Up Bid

• If there is an Auction and Buyer is not the prevailing party (the "Prevailing Bidder") but Buyer submits the second highest or best bid (memorialized by a "Back-Up Purchase Agreement"), or the terms of the Agreement constitute the second highest or best bid, Buyer shall keep its bid open and irrevocable until the earlier of (i) 11:59 p.m. (prevailing Central Time) on the date that is 30 days after 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 the Prevailing Bidder fails to consummate the alternative transaction due to a breach or failure to perform, Buyer, as Back-up Bidder, will be deemed to have the new prevailing bid, and Sellers will be authorized, pursuant to paragraph 31 of the Bidding Procedures Order, to consummate the transactions on the terms of the Back-Up Purchase Agreement or, if none, the Agreement.

Assumption and Assignment

• "Cure Costs" means all amounts payable and obligations that must be satisfied to cure any monetary defaults through the Closing Date required to be cured under Section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate the assumption of executory Contracts and Leases, as set forth on the Disclosure Schedule.
• The Cure Schedules set forth all executory Contracts and unexpired Leases related to the Transferred Business to which any Seller is a party, together with Sellers' good faith estimate of the Cure Costs associated with each (the "Proposed Cure Costs").
• Buyer has the right, by written notice, to add or remove any Contract or Lease as a Designated Contract or Assumed Lease at any time up to one Business Day prior to the Closing Date, without any adjustment to the Purchase Price.
• Sellers shall provide timely written notice of the Sale Order motion to all counterparties to executory Contracts or unexpired Leases that are (or may be) Designated Contracts or Assumed Leases, and shall take all actions reasonably required to assume and assign them to Buyer (or its designee), including obtaining a Bankruptcy Court finding that the proposed assumption and assignment satisfies all applicable requirements of Section 365 of the Bankruptcy Code.
• With respect to each Designated Contract and Assumed Lease assigned at Closing, Buyer shall satisfy all applicable Cure Costs on the Closing Date. With respect to each Post-Closing Designated Agreement, Buyer shall satisfy the associated Cure Costs as soon as reasonably practicable following delivery of the Designation Notice.

Sale Free and Clear & Successor Liability

• 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, and all then-existing or thereafter-arising obligations, Liabilities, and Liens against or created by Sellers, their Affiliates, or the bankruptcy estate shall be fully released from the Acquired Assets.
• The Parties intend that, upon the Closing, neither Buyer nor its Affiliates shall be deemed a successor to Sellers (including as a "successor employer" under the IRC, ERISA, or other applicable Laws), have any responsibility or liability for Sellers' obligations based on any successor or similar theory of liability, be deemed to have merged with Sellers, be an alter ego or mere or substantial continuation of any Seller, or be holding itself out as a continuation of any Seller or Sellers' estates.
• Notwithstanding anything to the contrary, in no event shall Buyer, following the Closing, pursue, prosecute, sell, or transfer any of the Acquired Avoidance Actions.

Post-Closing Arrangements

• At the Closing, Buyer is required to deliver to Sellers a duly executed Transition Services Agreement (Section 2.5(a)(vii)), which the Agreement contemplates the parties will enter into.
• From and after the Closing, upon request, each Party will permit the Requesting Party and its Representatives reasonable access during normal business hours, at the Requesting Party's expense, to premises, properties, personnel, books and records, and Contracts or Leases for purposes of preparing Tax Returns, monitoring or enforcing rights or obligations under the Agreement or Related Agreements, or defending third-party lawsuits or complying with Governmental Authority requirements.
• Buyer agrees to maintain the contemplated files and records (including all Books and Records) consistent with its document retention and destruction policies for six years following the Closing, and to give Sellers or their successors access for purposes of administering Sellers' respective Bankruptcy Cases, including the wind-down of the estates, any confirmation of a chapter 11 plan, and the claims reconciliation process.

Closing

• The Closing shall take place remotely by electronic exchange of counterpart signature pages, as promptly as practicable and no later than the third Business Day following satisfaction or waiver of the conditions set forth in Article VII (other than conditions to be satisfied at the Closing), or at such other place and time as Buyer and Sellers may mutually agree.

Key Dates

• Petition Date: January 26, 2026
• Special Committee Authority Order [Docket No. 472]: March 19, 2026
• Targeted Sale Order Entry Deadline: no later than May 11, 2026 (or, if the Auction is cancelled in accordance with the Bidding Procedures Order, the earliest date thereafter the Court is available)
• Sale Order [Docket No. 1377] and Dismissal Order [Docket No. 1367] Entered: May 19, 2026
• Agreement Date: June 15, 2026
• Sale Closing: June 15, 2026