Fat Brands, Inc

EX-99.1 · ex99-1.htm

EX-99.1
 2
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 United
States Bankruptcy Court

 Southern
District of Texas

 ENTERED

 May
19, 2026

 Nathan
Ochsner, Clerk

 IN
THE UNITED STATES BANKRUPTCY COURT

 FOR
THE SOUTHERN DISTRICT OF TEXAS

 HOUSTON
DIVISION

 X

 :

 In re:
 :
 Chapter 11

 :

 FAT BRANDS INC., et al. ,
 :
 Case No. 26-90126 (ARP)

 :

 Debtors. 1
 :
 (Jointly Administered)

 :

 X

 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

 [Relates
to Docket No. 1333]

 Upon
the motion (the “ Motion ”) 2 of the above-captioned debtors (the
“ Debtors ”) for entry of an order (this “ Order ”) approving the global settlement
terms (the “ Global Settlement ”) embodied in the settlement term sheet attached hereto as Exhibit
A (the “ Settlement Term Sheet ”); and this Court having jurisdiction to consider the Motion and the
relief requested therein pursuant to 28 U.S.C. § 1334; and consideration of the Motion and the requested relief being a core
proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before this Court pursuant to 28 U.S.C.
§§ 1408 and 1409; and due and proper notice of the Motion having been provided; and such notice having been adequate and
appropriate under the circumstances, and it appearing that no other or further notice need be provided; and this Court having
reviewed the Motion; and upon any hearing held on the Motion; and all objections, if any, to the relief requested
in the Motion having been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth
in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the
best interests of the Debtors, their respective estates, creditors, and all parties in interest; and upon all of the proceedings had
before this Court; and after due deliberation and sufficient cause appearing therefor,

 1
 A complete list of the Debtors
 in the Chapter 11 Cases and the last four digits of each Debtor’s taxpayer identification number (if applicable) may be obtained
 on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/FATBrands-TwinHospitality. The Debtors’
 mailing address for purposes of the Chapter 11 Cases is 9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 90212.

 2
 Capitalized terms used but
 not defined herein have the meanings given to them in the Motion or the Settlement Term Sheet, as applicable.

 IT
IS HEREBY ORDERED THAT

 1.
The Motion is GRANTED and APPROVED as provided herein.

 2.
All objections to the Motion that have not been withdrawn, waived, or settled are hereby overruled.

 3.
The Debtors are authorized to enter into and perform under the Settlement Term Sheet.

 4.
The Global Settlement is approved in all respects as being in the best interest of the Debtors’ estates and their creditors; provided
 that approval of the terms of the Global Settlement relating to the Chapter 11 Plan are subject to sections 1123, 1125, 1126, 1128,
and 1129 of the Bankruptcy Code and confirmation of the Chapter 11 Plan by the Bankruptcy Court. To the extent of a conflict between
this Order and the Global Settlement, this Order shall control.

 5.
The Debtors shall file a Chapter 11 Plan that reflects the terms of the Settlement and is otherwise reasonably acceptable to the Debtors,
the Committee, the Resid Noteholders and the WBS Ad Hoc Group no later than May 22, 2026, unless otherwise agreed by the Committee, the
Resid Noteholders and WBS Ad Hoc Group; provided that the Resid Noteholders’ consent rights shall be limited to terms in
the Chapter 11 Plan and Confirmation Order that affect the Global Settlement or the Resid Noteholders.

 2

 6.
The Committee Objections and the Resid Noteholders’ Objections to the relief sought at the Final DIP and Sale Hearing (i) are deemed
withdrawn without prejudice upon entry of this Order and (ii) shall be deemed withdrawn with prejudice upon the closing of the Credit
Bid Transactions.

 7.
Within two (2) business days following the closing of the Credit Bid Transactions, the Committee Standing Motion and the Manager Advance
Complaint shall be dismissed with prejudice, and, during the interim period between entry of this Order and consummation of the Credit
Bid Transactions, all litigation therein shall be suspended until such dismissal or termination of the Settlement Term Sheet.

 8.
The Resid Noteholders and the Debtors shall file a notice of dismissal with prejudice of the Resid Adversary Proceeding and the Resid
State Court Action within two (2) business days following the closing of the Credit Bid Transactions, or as soon as practicable thereafter,
and, during the interim period between entry of this Order and consummation of the Credit Bid Transactions, all litigation therein shall
be suspended until such dismissal or termination of the Settlement Term Sheet.

 9.
The WBS Ad Hoc Group (or the NewCos, as applicable) shall fund the Funding Amount as a condition precedent to the closing of the Credit
Bids, on the terms and conditions set forth in the Global Settlement. The NewCos shall place their allocable share of the Funding Amount
into a segregated account (the “ Plan Funding Account ”) prior to the closing of the Credit Bid Transactions
to be used in accordance with the Wind-Down Budget, which is attached hereto as Exhibit B .

 10.
The Debtors are authorized to use the funds in the Plan Funding Account solely in accordance with the Wind-Down Budget. The Plan Funding
Account shall not be subject to the control, liens, security interests,
or claims of any secured party, including the DIP Liens, the FBG DIP Superpriority Claims, the Twin DIP Superpriority Claims, the Adequate
Protection Liens, and the Adequate Protection Claims (as those terms are defined in the proposed Final DIP Order) and any liens or claims
of any other party.

 3

 11.
In the event of a conversion of any or all of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or a termination of
the Global Settlement following the closing of the Credit Bid Transactions, the Allocation and Recovery Waterfall shall govern the distribution
of proceeds obtained by such chapter 7 trustee through the monetization of the Debtors’ assets.

 12.
Upon its entry, the terms of this Order shall be binding on the Parties and their respective successors and assigns, including any chapter
7 trustee appointed in the Chapter 11 Cases.

 13.
The Parties shall take all actions reasonably necessary to effectuate the Global Settlement in a manner consistent with the terms set
forth in the Global Settlement and this Order.

 14.
Each Sale Order approving a Credit Bid Transaction shall provide that (a) it is a condition precedent to the closing of each Credit Bid
Sale that this Settlement remains effective and that the Funding Amounts have been paid (the “ Settlement Closing Condition ”)
and (b) any waiver of the Settlement Closing Condition shall require the consent of each of the Parties.

 15.
The Debtors, without further order or authorization from the Court, shall have the authority to enter into and execute any and all documentation
necessary to carry out the relief granted in this Order and are authorized to take any necessary or appropriate steps to effectuate the
terms of the Global Settlement.

 16.
The Court retains exclusive jurisdiction to hear and determine all matters arising from or related to this Order, including, for the
avoidance of doubt, the terms of the Global Settlement and the obligations set forth in the Settlement Term Sheet.

 Signed: May 19, 2026

 Alfredo R Pérez

 United States Bankruptcy Judge

 4

 Exhibit
A

 (Settlement
Term Sheet)

 FAT
BRANDS INC, ET AL .

 SETTLEMENT
TERM SHEET 1

 May
18, 2026

 THIS
TERM SHEET (“ TERM SHEET ”) SUMMARIZES THE MATERIAL TERMS AND CONDITIONS OF A PROPOSED SETTLEMENT (“ SETTLEMENT ”)
BY AND AMONG THE DEBTORS, THE WBS AD HOC GROUP, THE RESID NOTEHOLDERS AND THE COMMITTEE (COLLECTIVELY, THE “ PARTIES ”).
THE SETTLEMENT IS SUBJECT TO DEFINITIVE DOCUMENTATION REASONABLY ACCEPTABLE TO THE COMMITTEE, THE RESID NOTEHOLDERS, THE DEBTORS AND
THE WBS AD HOC GROUP, AND BANKRUPTCY COURT APPROVAL.

 THIS
TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES
OR REJECTIONS AS TO ANY CHAPTER 11 PLAN, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE
PROVISIONS OF SECURITIES, BANKRUPTCY, INSOLVENCY, AND/OR OTHER APPLICABLE LAWS.

 Term

 General
 Description

 General

 ●
 The Parties agree to the terms of the Settlement
 set forth herein, which shall be (a) memorialized in the Debtors’ Chapter 11 Plan and other definitive documentation reasonably
 acceptable to the Committee, the Debtors, the Resid Noteholders and the WBS Ad Hoc Group and (b) subject to approval by the Court of
 the 9019 Order (as defined below) and confirmation of the Debtors’ Chapter 11 Plan; provided that the Committee shall not object
 to any relief sought at the hearing in respect of the sale of substantially all of the Debtors’ assets (the “Sale Hearing”)
 and final approval of the DIP Facility (the “Final DIP Hearing”).

 ●
 The orders approving the Sales (the “ Sale
 Orders ”) and the DIP Facility (the “ DIP Order ”) shall make express reference to the terms of this Settlement
 and commit the WBS Ad Hoc Group (or NewCos (as defined below)) to fund the Funding Amount (as defined below), as set forth herein.

 ●
 As conditions precedent to consummation of
 the Credit Bids (a) the Bankruptcy Court shall have entered the 9019 Order (as defined below); (b) the WBS Ad Hoc Group shall cause the NewCos
 to fund the Funding Amount (each as defined below) into a segregated account to be used in accordance with the Wind-Down Budget; and
 (c) all amounts that have been invoiced by the Prepetition Trustees and DIP Agent (including their respective counsel) as of the date
 hereof in the amount set forth in the Wind-Down Budget shall have been paid in full by the Debtors.

 1
 Each capitalized term that
 is not defined herein shall have the meaning ascribed to such term in 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 Protections; (IV) Scheduling a Final Hearing; and (V) Granting Related Relief [Docket No. 564] (the “ Second Interim
 DIP Order ”).

 Term

 General
 Description

 9019 Motion

 ●
 Prior to the Sale Hearing and
 the Final DIP Hearing, the Debtors shall file an emergency motion pursuant to Federal Rule of Bankruptcy Procedure 9019 seeking entry
 of an order approving this Settlement (the “9019 Order”) by no later than May 19, 2026; provided that the Debtors, the
 Committee and the WBS Ad Hoc Group shall use commercially reasonable efforts to file the motion seeking the 9019 Order as soon as
 reasonably practicable.

 ●
 The 9019 Order shall provide:

 ○
 The Debtors shall file a Chapter 11 Plan that
 reflects the terms of this Settlement and otherwise be reasonably acceptable to the Debtors, the Committee, the Resid Noteholders and
 the WBS Ad Hoc Group; provided that approval of the terms of this Settlement relating to the Chapter 11 Plan are subject to section
 1123, 1125, 1126, 1128, and 1129 of the Bankruptcy Code and confirmation of the Chapter 11 Plan by the Bankruptcy Court;

 ○
 The Committee Objections 2 and Resid
 Noteholders’ Objections 3 to the relief sought at the Sale Hearing and Final DIP Hearing shall be deemed withdrawn
 with prejudice;

 ○
 The Committee Standing Motion 4
 and Manager Advance Complaint 5 shall be dismissed with prejudice within two (2) days following the closing of the Credit
 Bids and, upon entry of the 9019 Order, all litigation therein shall be suspended until such dismissal or termination of this Term
 Sheet.

 2
 The “ Committee Objections ”
 means the Objection of the Official Committee of Unsecured Creditors to Approval of the Debtors’ Sale Pursuant to Section
 363 [Docket No. 1175] and the Objection of the Official Committee of Unsecured Creditors to Final Approval of Debtors’
 DIP Motion [Docket No. 1174].

 3
 The “ Resid Noteholders’
 Objections ” means (i) the Joint Objection of the Resid Secured Parties to Approval of the Debtors’ Sales Free and
 Clear Pursuant to Section 363 [Docket No. 1156]; (ii) Joint Limited Objection to, and Notice of Challenge Pursuant to, Emergency
 Motion of the Debtors for Entry of Interim and Final Orders (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. 1157]; and (iii) 352 Capital’s Omnibus Objection to the Claims of
 the FBG Prepetition Secured Parties, Pursuant to Bankruptcy Code Section 502, Bankruptcy Rule 3007, and Bankruptcy Local Rule 3007-1
 on the Grounds that the Claims are Not Senior Secured Claims [Docket No. 1151].

 4
 The “ Committee Standing
 Motion ” means Motion of the Official Committee of Unsecured Creditors for (I) Leave, Standing, and Authority to Commence
 and Prosecute Certain Claims and Causes of Action on Behalf of the Debtors’ Estates and (II) Exclusive Settlement Authority in
 Connection Therewith [Docket No. 1176].

 5
 The “ Manager Advance
 Complaint ” means “ Adversary Complaint Against the Securitization Issuers, the Other Securitization Entities, and
 the Securitization Trustees [Docket No. 1178].

 2

 Term

 General
 Description

 ○
 The Resid Noteholder and Debtors shall file
 a notice of dismissal with prejudice of the Resid Adversary Proceeding 6 and the Resid State Court Action 7 within
 two (2) business days following the closing of the Credit Bids or as soon as is practicable thereafter and, upon entry of the 9019
 Order, all litigation therein shall be suspended until such dismissal or termination of this Term Sheet.

 ○
 The binding commitment of the WBS Ad Hoc Group
 (or NewCos (as defined below)) to fund the Funding Amount as a condition precedent to the closing of the Credit Bids, on the terms
 and conditions set forth in this Term Sheet.

 ○
 In the event of a conversion of any or all
 of the Chapter 11 Cases to chapter 7 or a termination of the Settlement following the closing of the Credit Bids, the “Allocation
 of Trust Interests and Recovery Waterfall” section of this Term Sheet shall govern the distribution of proceeds obtained by such
 chapter 7 trustee through the monetization of the Debtors’ assets.

 ○
 Upon its entry, the terms of the 9019 Order
 shall be binding on the Parties and their respective successors and assigns, including a chapter 7 trustee as provided in the preceding
 sentence.

 ○
 The Parties shall take all actions reasonably
 necessary to effectuate the Settlement in a manner consistent with the terms set forth herein.

 ○
 Each Sale Order approving a Credit Bid shall
 provide that (a) it is a condition precedent to the closing of each Credit Bid Sale that this Settlement remains effective and that
 the Funding Amounts have been paid (the “Settlement Closing Condition”) and (b) any waiver of the Settlement Closing Condition
 shall require the consent of each of the Committee, the WBS Ad Hoc Group, the Resid Noteholders and the Debtors.

 Credit Bids

 ●
 The WBS Ad Hoc Group shall credit
 bid for substantially all assets of the Debtors (other than (a) any estate claims and causes of action excluded from such sales under
 the relevant APA (as defined below) and (b) Alternative Sales) (the “Credit Bids”), which shall include, in the aggregate,
 at least the following consideration:

 ○
 all DIP Claims related to the FBG New Money DIP Loans, the Twin New Money DIP
Loans, the Twin Roll-Up DIP Loans, and the FBG Roll-Up DIP Loans in the amounts listed in the Closing Steps Plan attached as an exhibit
to the asset purchase agreement applicable to each credit bid (each, an “APA”); and

 ○
 all claims related to the Prepetition Notes in the amounts listed in the Closing Steps Plan attached as an exhibit to the APA applicable
to each Credit Bid.

 6
 The “ Resid Adversary
 Proceeding ” means 3|5|2 Capital GP LLC, on behalf of 3|5|2 Capital ABS Master Fund LP v. FAT Brands Inc. and FB Resid
 Holdings I, LLC , Adv. Proc. No. 26-03053 (ARP).

 7
 The “ Resid State
 Court Action ” means 3|5|2 Capital GP LLC v. FAT Brands, Inc., et al. (NYSCEF Index No. 650417/2026) filed in New York
 County Supreme Court.

 3

 Term

 General
 Description

 ●
 The WBS Ad Hoc Group, as part
 of its acquisition of the Debtors’ assets pursuant to the Credit Bids, shall assume or satisfy various claims and liabilities
 at the Sellers (as defined in the APAs), all in accordance with the applicable APAs, including: (a) cure amounts related to assumption
 and assignment of leases, franchise agreements, and other contracts, designated for assumption; (b) Gift Card Liabilities; (c) Ad
 Fund Marketing Funds; (d) Credit Card Payables; (e) Rebates Payable; (f) liabilities of the Debtors with respect to unpaid salary
 and wages, quarterly commissions, employee expense reimbursement and employee retention payments for the then-current period and
 self-insured medical benefits, as reflected in the applicable APAs, and (g) and other Assumed Liabilities (as defined in the APAs)
 assumed by the applicable NewCo pursuant to the APAs. Cash held in the UMB Trust Accounts, 8 except for a holdback of
 $1.0 million (the “Trustee/Agent Holdback”) to cover the reasonable fees and expenses of the Prepetition Trustees and
 DIP Agent and their respective counsel and any other valid claim for indemnity under the FBG Prepetition Indentures or the Twin Prepetition
 Indenture, shall be an acquired asset and shall be used to fund the Chapter 11 Plan Reserve, as set forth herein. Any amounts of
 the Trustee/Agent Holdback not expended for the payment of fees and expenses of the Prepetition Trustees, DIP Agent and their respective
 counsel shall be applied to pay down the NewCo Funding Claims on a dollar-for-dollar basis (after taking into account the applicable
 interest accrued thereon). Cash funded by the purchaser of the HDOS assets to fund operations of owned HDOS locations that are subject
 to reserved leases and all revenues of such reserved lease HDOS locations during the designation rights period contemplated by the
 HDOS APA shall be carved out of the Credit Bids.

 ●
 A condition to consummation
 of the Credit Bids will be the parties’ agreement on the tax structuring and funding of U.S. federal, state, local and non-U.S.
 taxes (including transfer taxes), charges, levies, fees and similar assessments, including interest, penalties and additions thereto
 (collectively, “Taxes”) arising from or in connection with WBS Ad Hoc Group’s acquisition of the Debtors’
 assets pursuant to the Credit Bids and any additional Taxes not related to the Credit Bids or otherwise incurred by the Debtors and
 their subsidiaries through the consummation of their wind-down (all such Taxes, collectively, the “Specified Taxes”).
 In the event such agreement is not reached, no party shall be obligated to close the Credit Bids.

 ●
 The WBS Ad Hoc Group, in consultation with the Committee and the Debtors, has elected to carve out certain assets from the assets subject
to the Credit Bids and permit such assets to be sold to third-parties pursuant to the Bid Procedures (including, for example, Elevation
Burger and HDOS assets that are subject to the DIP Lenders or Prepetition Noteholders liens, collectively, the “Alternative Sales”)
or contributed to the Liquidation Trust.9 The net proceeds of the Alternative Sales shall be used to fund the Chapter 11 Plan Reserve
or the Liquidation Trust Funding Amount in whole or in part. Such Alternative Sales may be approved concurrently with the Credit Bids.

 ●
 $445.9 million of Prepetition Secured Obligations not utilized as part of the Credit Bids shall be allowed as general unsecured claims
against the applicable Debtors and FAT Brands Inc. (the “Noteholder Deficiency/Guarantee Claims”).

 8
 The “ UMB Trust Accounts ”
 means the WBS Collection Accounts, WBS Reserve Accounts, and WBS Collection Account Administrative Account (each as defined in the
 Cash Management Motion); provided that, for the avoidance of doubt, the definition of UMB Trust Accounts shall not include the
 Resid Trust Account.

 4

 Term

 General
 Description

 Chapter 11 Plan

 ●
 The Debtors shall file a plan of liquidation, which shall
 reflect the terms of this Settlement and otherwise be reasonably acceptable to the Debtors, the Committee, the Resid Noteholders,
 and the WBS Ad Hoc Group (“Chapter 11 Plan”).

 ●
 The Chapter 11 Plan shall provide
 for, among other things:

 ○
 the post-Plan Effective Date wind-down of
 the Debtors’ remaining estates;

 ○
 as a condition of the effectiveness of the
 Chapter 11 Plan, the payment of all allowed administrative expense and priority claims (to the extent not already paid pursuant to
 the DIP Order or Sale Orders) in accordance with a wind-down budget to be reasonably agreed by the Debtors, Committee, and WBS Ad Hoc
 Group (the “Wind-Down Budget”), including (a) the payment of allowed professional fees of the Debtors, the Committee, and
 the WBS Ad Hoc Group, in full, on the effective date of the Chapter 11 Plan (the “Plan Effective Date”) and (b) the payment
 of allowed fees and expenses of the Prepetition Trustees and the DIP Agent and their respective counsel (“Trustee and Agent Fees”)
 that have been invoiced to the Debtors as of the date hereof.

 ○
 formation of the Liquidation Trust (as defined
 below);

 ○
 establishment of a reserve for contingent
 administrative expense and priority claims, and the reconciliation and payment thereof (the “Disputed Claims Reserve”),
 which shall be contributed to the Liquidation Trust on the Plan Effective Date;

 ○
 the Plan Releases (as defined below) as modified
 by the Schedule of Non-Released or Released Parties/Claims (as defined below); and

 ○
 the deemed substantive consolidation of the
 Debtors for purposes of distributions.

 9
 The “ Bid Procedures ”
 shall mean the procedures for the Debtors to sell substantially all of their assets pursuant to 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].

 5

 Term

 General
 Description

 ●
 The WBS Ad Hoc Group, the Resid
 Noteholders, and Committee shall support confirmation of the Chapter 11 Plan (including, in the case of the members of the WBS Ad
 Hoc Group and the Resid Noteholders, voting all claims and interests held by such party in support of such Chapter 11 Plan).

 Plan Milestones

 ●
 In exchange for the consideration
 provided under this Term Sheet, the Parties agree to adhere to the following milestones (the “Plan Milestones”), each
 of which may be extended with the prior written consent of the Committee and the Required DIP Lenders (including via email from the
 Committee and the Required DIP Lenders’ counsel):

 ○
 no later than May 22, 2026, the Debtors shall
 file the Chapter 11 Plan and a disclosure statement related thereto (the “Disclosure Statement”);

 ○
 no later than 7 calendar days after the filing
 of the Chapter 11 Plan and Disclosure Statement, the Bankruptcy Court shall have entered an order conditionally approving the Disclosure
 Statement and the solicitation procedures related thereto (the “Solicitation Procedures Order”);

 ○
 no later than 3 business days after entry
 of the Solicitation Procedures Order, the Debtors shall complete solicitation of votes on the Chapter 11 Plan;

 ○
 no later than 28 calendar days after completion
 of solicitation and service of the notice of combined hearing, the deadline for casting votes to accept or reject the Chapter 11 Plan
 shall occur (the “Voting Deadline”);

 ○
 no later than 6 days after the Voting Deadline,
 the Bankruptcy Court shall conduct a combined hearing to consider final approval of the Disclosure Statement and confirmation of the
 Chapter 11 Plan (the “Confirmation Hearing”);

 ○
 no later than 1 business days after the Confirmation
 Hearing, the Bankruptcy Court shall have entered an order confirming the Chapter 11 Plan (the “Confirmation Order”); and

 ○
 no later than 5 business days after entry
 of the Confirmation Order, the Plan Effective Date of the Chapter 11 Plan shall occur.

 ●
 Failure to satisfy any Plan
 Milestone shall constitute a termination event under this Term Sheet unless waived in writing by the Required DIP Lenders and the
 Committee.

 Committee Challenge

 ●
 The Committee shall support
 the Credit Bids and support the Chapter 11 Plan (each, as described herein). The Committee shall provide a letter to general unsecured
 creditors encouraging them to vote in favor of the Chapter 11 Plan.

 ●
 The Committee shall not pursue
 any Challenge or objection regarding (each of the following, a “Committee Objection”) (i) entry of the Final DIP Order
 (which shall include, without limitation, waivers of the equities of the case exception under section 552(b) of the Bankruptcy Code,
 any right to surcharge collateral under section 506(c) of the Bankruptcy Code, and any marshalling doctrine), (ii) any Challenge
 under the DIP Order (including in respect of the Prepetition Liens of the Prepetition Secured Parties whether or not subject to the
 Roll-Up), (iii) any claims between a Manager and a Securitization Entity on account of Manager Advances (the “Manager Advance
 Claims”), (iv) any claims between a Manager and a Securitization Entity on account of any Management Fees (the “Management
 Fee Claims”), (v) any arguments that the Prepetition Secured Obligations are junior in priority to any Excluded Amounts (as
 defined in the Prepetition Documents), (vi) any objections to the sale of the Debtors’ assets to the members of the WBS Ad
 Hoc Group (or their designee(s)), including any objections to the Credit Bids and any post-auction objections, and (vii) any objections
 to confirmation of the Chapter 11 Plan reflecting the terms set forth in this Term Sheet.

 6

 Term

 General
 Description

 Liquidation Trust

 ●
 The Chapter 11 Plan shall provide
 for the formation of a liquidation trust (the “Liquidation Trust”) that shall be vested with (a) any DIP Contributed
 Assets (as defined below), (b) any Specified Securitization Entity Assets (as defined below), including Securitization Entity Claims,
 (c) all of the Debtors’ claims and causes of action against Andrew Wiederhorn, his family members, and any entity in which
 Andrew Wiederhorn or any family member, directly or indirectly, (i) owns or controls any equity or economic interest, (ii) is a beneficiary,
 or (iii) otherwise has a material interest, whether through ownership, contract, trust, proxy, or other arrangement (with respect
 to (i) through (iii), other than the Debtors), (d) all of the Debtors’ commercial tort claims, and (e) all other estate causes
 of action, with respect to the foregoing clauses (a) through (e), not released under the Chapter 11 Plan or sold in the sale to the
 members of the WBS Ad Hoc Group (any such claims and causes of action in (b) through (e), the “Retained Causes of Action,”
 and together with the DIP Contributed Assets and Specified Securitization Entity Assets, the “Liquidation Trust Assets”).

 ○
 DIP Contributed Assets. The Required DIP Lenders
 shall consent to the contribution of the “DIP Contributed Assets” to the Liquidation Trust, which shall include: (a) the
 proceeds from the sale of any DIP Collateral approved by the Required DIP Lenders; (b) all claims and proceeds of Avoidance Actions
 held by the Debtors against any party (other than any Avoidance Actions sold under the Credit Bids); (c) claims of the Debtors against
 directors and officers for breach of fiduciary duties; (d) all rights and claims of any of the Debtors under any D&O policies and
 the proceeds thereof; and (e) all other commercial tort claims held by any of the Debtors against any party; and (f) such other assets
 at entities where the Prepetition Secured Parties do not hold Prepetition Liens, including cash and accounts receivables. The Required
 DIP Lenders shall consent to the release and extinguishment of any Intercompany Claims among the Debtors and shall release any DIP
 Liens on such Intercompany Claims (and for the avoidance of doubt, no Intercompany Claims (including any intercompany payables or receivables)
 by and among the Debtors shall be considered an acquired asset under any APA and shall instead be fully extinguished in accordance
 with the Chapter 11 Plan). If any of the DIP Contributed Assets are monetized pursuant to the sale process or otherwise, the cash proceeds
 shall be applied towards the funding of the Chapter 11 Plan Reserve.

 ○
 Specified Securitization Entity Assets. The WBS Ad Hoc Group shall consent to the contribution of the following Securitization Entity
assets (the “Specified Securitization Entity Assets”) to the Liquidation Trust: (a) all claims, including Avoidance Actions
not acquired under the Credit Bid, breach of fiduciary duty claims, and similar claims held by the Securitization Entities against the
Managers, and current and former officers, directors, affiliates, and insiders of the Debtors; (b) all rights and claims of the Securitization
Entities under any D&O policies and the proceeds thereof; and (c) net cash proceeds of the sale of any Securitization Entity’s
assets pursuant to an Alternative Sale.

 7

 Term

 General
 Description

 Additional Funding & Chapter 11 Plan
 Reserve

 ●
 In connection with consummation
 of the Credit Bids, and upon the satisfaction or waiver of any applicable conditions precedent under the APAs, the entities formed
 to acquire the assets in the Credit Bids (the “NewCos”) shall fund an additional $9.23 million (the “Funding Amount”),
 subject to any decrease in connection with the Professional Fee Surplus (as defined below), subject to any increase in funding based
 on the agreed tax structure and to satisfy all Specified Taxes, in cash consideration to be used to fund (a) the Debtors’,
 DIP Lenders’ and Prepetition Secured Parties’ pre-sale consummation costs and the costs required to consummate each sale
 under each of the Credit Bids as reflected in the Wind-Down Budget, and (b) the remainder of the chapter 11 plan process, including
 the confirmation and the consummation of a Chapter 11 Plan and, for the avoidance of doubt, the Specified Taxes (the “Chapter
 11 Plan Reserve”), in each case, subject to compliance with the Wind-Down Budget and the Plan Milestones (unless waived by
 the Required DIP Lenders and Committee, as applicable). The Funding Amount shall be allocated between the NewCos as agreed by the
 WBS Ad Hoc Group. The Chapter 11 Plan Reserve shall be funded with (a) cash that is excluded from the Credit Bids, (b) the net proceeds
 of an Alternative Sale received concurrently with consummation of the Credit Bids, (c) the Funding Amount to be funded by NewCos,
 (d) the proceeds of the Broiler Chicken Class Action Settlement and (e) any cash held in the UMB Trust Accounts after payment of
 fees and expenses entitled to be paid therefrom under the applicable prepetition securitization indenture (and after deduction of
 the Trustee/Agent Holdback).

 ●
 The Chapter 11 Plan Reserve
 will provide for payment of allowed administrative expense and priority claims of all Debtors in full on the Plan Effective Date,
 the reasonable costs of the wind-down of the estates, and funding of the Liquidation Trust Funding Amount (as defined below) as set
 forth in the Wind-Down Budget.

 ●
 The NewCos shall place their
 allocable share of the Funding Amount into a segregated account upon closing of the Credit Bids to be used in accordance with the
 Wind-Down Budget (and subject to entry of the 9019 Order). In the event of termination of this Term Sheet, subject to the Carve-Out,
 the amounts held in the segregated account shall be distributed in order to fund a chapter 7 trustee process and/or Liquidation Trust,
 and otherwise in accordance with the waterfall set forth in the “Allocation of Trust Interests and Recovery Waterfall”
 section hereof.

 ●
 In exchange for providing the Funding Amount, NewCos shall be entitled to repayment, from the Liquidation Trust, of $9.23 million (the
“NewCo Funding Claims”); provided that the NewCo Funding Claims shall increase by 12% per annum on any unrecovered amounts.

 8

 Term

 General
 Description

 Liquidation Trust Funding

 ●
 The Liquidation Trust shall
 be funded with at least $1.5 million from the Chapter 11 Plan Reserve (the “Liquidation Trust Funding Amount”) on the
 Plan Effective Date, subject to any increase in connection with the Professional Fee Surplus. The Liquidation Trust Funding Amount
 shall be a line item in the Chapter 11 Plan Reserve and used to prosecute and monetize the Liquidation Trust Assets, including the
 initial costs of the Liquidation Trustee, or otherwise in accordance with the Wind-Down Budget. Amounts included in the Chapter 11
 Plan Reserve for any contingent, disputed administrative expense and priority claims or payment of wind-down costs and expenses shall
 be vested in the Liquidation Trust on the Plan Effective Date. The Liquidation Trust Fees and Expenses shall be paid from the Liquidation
 Trust Funding Amount (and the proceeds thereof), the monetization of the Liquidation Trust Assets, or other funding obtained by the
 Liquidation Trust.

 Professional Fee Surplus

 If aggregate professional fees
 of the advisors to the Parties are less than the amounts set forth in the Wind-Down Budget after all professional fees allowed by
 the Bankruptcy Court have been irrevocably paid in full, up to $7.0 million (“Professional Fee Surplus”) shall be applied
 as follows: (i) 50% of such Professional Fee Surplus shall decrease the Funding Amount and (ii) 50% of such Professional Fee Surplus
 shall increase the Liquidation Trust Funding Amount; any further cash savings on professional fees costs relative to the Wind-Down
 Budget above the Professional Fee Surplus shall be distributed through the Liquidation Trust in accordance with the “Allocation
 of Liquidation Trust Interests and Recovery Waterfall” section of this Term Sheet. For the avoidance of doubt, any amounts
 in the Trustee/Agent Holdback not applied towards the payment of the Prepetition Trustee and DIP Agents’ reasonable fees and
 expenses shall not constitute a Professional Fee Surplus and shall instead be transferred directly to the applicable NewCo and reduce
 the NewCo Funding Claims on a dollar for dollar basis as set forth herein.

 Allocation of Liquidation Trust Interests and Recovery Waterfall

 ●
 The Chapter 11 Plan and the
 Liquidation Trust Agreement shall provide that the distributable proceeds of the Liquidation Trust shall be distributed to the holders
 of the Liquidation Trust Interests as follows:

 ○
 Tranche 1: Until the repayment
 of the NewCo Funding Claims, the distributable proceeds of the Liquidation Trust shall be distributed as follows:

 ■
 100% to the NewCos (pro rata on account of
 their allocable share of the NewCo Funding Claims) (such interests, the “NewCo Trust Interests”). For the avoidance of
 doubt, any amounts in the Trustee/Agent Holdback not applied towards the payment of the Prepetition Trustee and DIP Agents reasonable
 fees and expenses shall be credited against the NewCo Funding Claims on a dollar-for-dollar basis (after taking into account the applicable
 interest accrued thereon) and shall reduce the outstanding balance of the NewCo Funding Claims for purposes of this Tranche 1.

 9

 Term

 General
 Description

 ○
 Tranche 2: Following repayment of the NewCo Funding Claims as set forth in Tranche 1, the next $18.9 million of distributable proceeds from the Liquidation Trust shall be distributed as follows:

 ■
 65% pro rata on account of the NewCo Trust
 Interests;

 ■
 20% to holders of general unsecured claims
 (including Resid Deficiency Claims (as defined below) but excluding Noteholder Deficiency/Guarantee Claims) on a pro rata basis on
 account of their general unsecured claims against the Debtors (such interests, the “ GUC Trust Interests ”); and

 ■
 15% pro rata to Resid Noteholders on account
 of claims asserted by the Resid Noteholders against the Debtors in respect of prepetition and postpetition management fees allegedly
 due and owing under Management Agreements with Fat Brands Inc. (the “ Resid Priority Trust Interests ”).

 ○
 Tranche 3: Following the distributions and repayments set forth in Tranches 1-2, the remaining distributable proceeds from the Liquidation Trust shall be distributed as follows:

 ■
 50% pro rata on account of the GUC Trust Interests;

 ■
 15% pro rata on account of Resid Priority
 Trust Interests; provided that the Resid Priority Trust Interests shall be reduced to 0% and the GUC Trust Interests shall be increased
 to 65% once the Resid Noteholders have received $10 million of recoveries in the aggregate on account of the Resid Priority Trust Interests;
 and

 ■
 35% to the Prepetition Noteholders pro rata
 on account of the Noteholder Deficiency/Guarantee Claims (such interests, the “ Noteholder Trust Interests ” and,
 together with the NewCo Trust Interests, and the GUC Trust Interests, the “ Liquidation Trust Interests ,” and such
 holders of Liquidation Trust Interests, the “ Liquidation Trust Beneficiaries ”).

 ●
 The Liquidation Trust Interests
 received by the Liquidation Trust Beneficiaries under the Chapter 11 Plan shall be in full and complete satisfaction, compromise,
 settlement and release of their respective general unsecured claims and deficiency claims, as applicable, against the Debtors.

 ●
 All allowed administrative or
 priority claims shall be satisfied from the Chapter 11 Plan Reserve (other than the Liquidation Trust Funding Amount), subject
 to the Wind-Down Budget, and residual amounts, if any, shall be revested in the Liquidation Trust for distribution in accordance
 with the Chapter 11 Plan and the Liquidation Trust Agreement.

 10

 Term

 General
 Description

 ●
 The Liquidation Trustee shall
 exercise reasonable discretion with respect to the amount and timing of distributions of proceeds of monetized Liquidation Trust
 Assets to Liquidation Trust Beneficiaries.

 Liquidation Trust Governance

 ●
 The Liquidation Trust shall
 be governed by a liquidation trust agreement (the “Liquidation Trust Agreement”), which shall be consistent with the
 terms hereof and shall otherwise be in form and substance acceptable to the Parties.

 ●
 The trustee of the Liquidation
 Trust (the “Liquidation Trustee”) shall be an individual selected jointly by the Committee, the WBS Ad Hoc Group and
 the Resid Noteholders, and reasonably acceptable to the Debtors.

 ●
 The Liquidation Trustee shall
 have exclusive authority to (a) reconcile administrative, priority, and general unsecured claims, (b) prosecute and resolve all Retained
 Causes of Action assigned to the Liquidation Trust, (c) monetize all Liquidation Trust Assets, and (d) wind-down the Debtors’
 estates.

 ●
 NewCo and the Debtors shall
 preserve all documents and communications reasonably related to the prosecution of claims by the Liquidation Trust and shall reasonably
 cooperate with the Liquidation Trust and Liquidation Trustee to wind down the Debtors’ estates pursuant to the Liquidation
 Trust Agreement and at no additional cost to the Liquidation Trust.

 ●
 The Chapter 11 Plan and the
 Liquidation Trust Agreement shall provide for a recovery waterfall, after payment of the fees and expenses incurred by the Liquidation
 Trust, the Liquidation Trustee, any professionals retained by the Liquidation Trust, and any additional amount determined by the
 Liquidation Trustee to adequately reserve for the operating expenses of the Liquidation Trust and fund the Disputed Claims Reserve
 (the “ Liquidation Trust Fees and Expenses ”), in accordance with the allocations set forth above; provided
 that, in the event the Chapter 11 Plan Reserve and Disputed Claims Reserve are insufficient to pay administrative and priority claims
 allowed at any time, the Liquidation Trustee shall pay such amounts out of the Liquidation Trust Assets prior to making distributions
 to Liquidation Trust Beneficiaries.

 Released and Exculpated Claims 10

 ●
 The Chapter 11 Plan shall include
 third-party releases (the “ Third-Party Releases ”) and debtor releases (the “ Debtor Releases ”
 and, together with the Third-Party Releases, the “ Plan Releases ”), which shall include customary carve outs for
 fraud, gross negligence and willful misconduct and be subject to the Schedule of Non-Released or Released Parties/Claims.

 ○
 The Chapter 11 Plan shall include a schedule
 of parties who will be released or not released pursuant to the Plan Releases (the “ Schedule of Non-Released or Released Parties/Claims ”),
 which shall be reasonably acceptable to the Committee and the WBS Ad Hoc Group in all respects; provided that the Debtors’ current
 and former officers and directors serving during the Chapter 11 Cases (other than Andrew Wiederhorn and his direct or extended family
 members) shall receive Plan Releases for claims arising on or after the Petition Date and prior to or on the Plan Effective Date; provided
 further that, for the avoidance of doubt, (a) the Debtors’ legal counsel and other professional advisors, (b) the CROs, (c) the
 Special Committee, (d) the Committee (including each of its members) and the Committee’s professionals, (e) the Resid Noteholders
 and the Resid Noteholders’ professionals; provided that the Resid Noteholders vote in favor of the Chapter 11 Plan, (f) members
 of the WBS Ad Hoc Group and their legal counsel and other professional advisors; provided that the members of the WBS Ad Hoc Group
 vote in favor of the Chapter 11 Plan, and (g) the Prepetition Trustees, DIP Agent and their legal counsel and other professional advisors
 shall be Released Parties.

 10
 All release and exculpation
 provisions remain subject to the Special Committee’s ongoing investigation.

 11

 Term

 General
 Description

 ●
 Subject to the ongoing diligence of the Parties, the Debtor Release will include any preference actions against ordinary-course trade creditors whose agreements have not been assumed and assigned to a purchaser, provided that those trade creditors vote in favor of the Chapter 11 Plan.

 ●
 The Chapter 11 Plan shall include a customary exculpation provision for claims, causes of action or for any act taken or omitted to be taken on or after the Petition Date and prior to or on the Plan Effective Date relating to the Chapter 11 Cases, which shall include (i) the Debtors, (ii) the Committee and its members (in their capacity as such), and (iii) each independent director of the Debtors (including the members of the Special Committees), which shall include customary carve outs for fraud, gross negligence and willful misconduct.

 ●
 The Chapter 11 Plan shall include customary injunction and gatekeeping provisions.

 Resid Deficiency Claims

 ●
 No less than $166,897,889.80 for prepetition principal and interest on account of the Resid Notes, plus any fees, expenses, indemnities, and other amounts owed under the Resid Base Indenture and related documents, less (i) any amounts in the Resid Trust Accounts and (ii) any amounts received by the Resid Noteholders on account of the Resid Priority Trust Interests, shall be allowed as general unsecured claims against the Resid Issuer and FAT Brands Inc. (the “ Resid Deficiency Claims ”).

 Other Claims

 ●
 On the Plan Effective Date, in full and final satisfaction, compromise, settlement, and release of its claim (unless the applicable Holder agrees to less favorable treatment), each holder of an allowed claim on account of the GFG Percent Promissory Notes, Royalty Percent Promissory Note, Riverside Refi Loan, and Waterfall Loan (each as defined in the First Day Declaration) 11 shall receive its pro rata share of (i) the proceeds generated from the monetization of the collateral securing its claim (to the extent such holder has a valid, enforceable and perfected lien in such collateral), and (ii) GUC Trust Interests on account of any allowed deficiency claim.

 ○
 The Debtors and the Liquidation Trustee reserve
 all rights with respect to the validity, priority, extent, enforceability, perfection or avoidability of all claims and liens on account
 of the GFG Percent Promissory Notes, Royalty Percent Promissory Note, Riverside Refi Loan, and Waterfall Loan.

 11
 The “ First Day Declaration ”
 shall mean the Declaration of John C. DiDonato in Support of Debtors’ Chapter 11 Petitions and First Day Relief [Docket
 No. 15].

 12

 Term

 General
 Description

 ●
 Following the closing of the
 Credit Bids, the Parties to this Term Sheet shall make all necessary filings to dismiss with prejudice (i) the Resid Adversary Proceeding
 and (ii) the Resid State Court Action.

 ●
 On the Plan Effective Date,
 the Resid Noteholders shall receive all amounts remaining in the “Accounts” as defined in the Resid Base Indenture 12
 the (“ Resid Trust Accounts ”) after payment of the accrued and unpaid fees and expenses of the Resid Trustee (and
 other amounts entitled to priority distribution therefrom, excluding any intercompany claims).

 Fiduciary Out

 ●
 At any time prior to entry of
 the Confirmation Order, the Debtors (including any governing body thereof, including the Special Committee) shall be entitled to
 take any action, or refrain from taking any action, including a decision to pursue an alternative restructuring or transaction, that
 the Debtors (including any governing body thereof, including the Special Committee) determine is required by its fiduciary obligations;
 provided that if the Debtors exercise their fiduciary out following entry of the 9019 Order and consummation of the Credit
 Bids, the “Allocation of Trust Interests and Recovery Waterfall” section of this term shall continue to be binding and
 govern the distribution of proceeds of the Debtors’ assets.

 Confirmation Requirements

 ●
 The terms and conditions of
 this Term Sheet relating to the Chapter 11 Plan are expressly subject to section 1123, 1125, 1126, 1128, and 1129 of the Bankruptcy
 Code and confirmation of the Chapter 11 Plan by the Bankruptcy Court. In the event of any conflict between this Term Sheet and the
 Chapter 11 Plan or the Confirmation Order, the Chapter 11 Plan or the Confirmation Order shall control.

 ●
 The Chapter 11 Plan and Confirmation
 Order shall incorporate the terms and conditions of this Term Sheet and shall otherwise be reasonably acceptable to the WBS Ad Hoc
 Group, the Resid Noteholders, and the Committee; provided that the Resid Noteholders consent rights shall be limited to terms
 in the Chapter 11 Plan and Confirmation Order that affect the Settlement or the Resid Noteholders.

 12
 The “ Resid Base
 Indenture ” means that certain Base Indenture, dated as of July 10, 2023 (as amended, restated, amended and restated, modified,
 or supplemented prior to the Petition Date), by and among FB Resid Holdings I, LLC, as issuer, and UMB Bank, N.A., as trustee and securities
 intermediary.

 13

 Exhibit
B

 (Wind-Down
Budget)

 FAT
Brands

 Consolidated
Budget

 $
in millions

 All
Sales Forecasted to Close in w.e. 05/24 —>

 Actual
 Forecast
 Forecast
 Forecast

 WE-->
 WE
 05/10
 WE
 05/17
 WE
 05/24
 Sale
to Effective

 Total
Forecast

 Receipts

 Royalties and
 Franchise Fees
 $ 1.5
 $ 2.3
 $ 1.3
 $ -
 $ 3.5

 Restaurant Sales
 6.0
 5.6
 5.6
 -
 11.2

 Factory Revenue
 0.5
 0.8
 0.8
 -
 1.5

 Advertising Fees
 0.3
 0.7
 0.4
 -
 1.1

 Management & Other
 Fees/ Revenue
 0.1
 0.0
 0.1
 -
 0.1

 Elevation Burger sale proceeds
 -
 -
 -
 2.3
 2.3

 Broiler Chicken Class Action
 Settlement
 -
 -
 -
 3.5
 3.5

 Restricted cash in WBS
 account (net of Estimated Securitization Trust Expenses)
 -
 -
 -
 12.3
 12.3

 Total Receipts
 $ 8.4
 $ 9.3
 $ 8.1
 $ 18.1
 $ 35.4

 Operating Disbursements

 Restaurant expenses
 $ (3.0 )
 $ (3.5 )
 $ (3.0 )
 -
 $ (6.4 )

 Factory expenses
 (0.3 )
 (0.4 )
 (0.4 )
 -
 (0.8 )

 Salaries and wages
 (3.4 )
 (2.6 )
 (3.1 )
 -
 (5.7 )

 Occupancy
 (0.3 )
 (0.4 )
 (0.0 )
 -
 (0.4 )

 Insurance
 (0.0 )
 (0.7 )
 (0.2 )
 -
 (0.9 )

 Advertising
 (0.6 )
 (0.8 )
 (0.7 )
 -
 (1.5 )

 Other SG&A
 (0.8 )
 (1.4 )
 (1.2 )
 (0.4 )
 (2.9 )

 Taxes
 (0.0 )
 (1.6 )
 (1.0 )
 -
 (2.6 )

 Total Operating Disbursements
 $ (8.5 )
 $ (11.4 )
 $ (9.5 )
 $ (0.4 )
 $ (21.2 )

 Operating Cash Flow
 $ (0.1 )
 $ (2.1 )
 $ (1.4 )
 $ 17.7
 $ 14.2

 Non Operating/Non Recurring
 Cash Flow

 Capital Expenditure
 $ (0.0 )
 $ (0.3 )
 $ -
 $ -
 $ (0.3 )

 Equipment Loan Payment
 (0.1 )
 (0.0 )
 (0.0 )
 -
 (0.1 )

 Payroll Processor Expenses
 -
 -
 -
 (0.1 )
 (0.1 )

 Contractors (Former employees)
 -
 -
 -
 (0.4 )
 (0.4 )

 Document storage
 -
 -
 -
 (0.7 )
 (0.7 )

 Data Migration - Quickbooks
 & Hard drives
 -
 -
 -
 (0.3 )
 (0.3 )

 Accounting Firm (taxes
 / closing financial statements)
 -
 -
 -
 (0.2 )
 (0.2 )

 Unpaid Taxes - 2024
 -
 -
 -
 (0.7 )
 (0.7 )

 Special Committee Fees
 -
 -
 -
 (0.2 )
 (0.2 )

 Others
 -
 -
 -
 (0.8 )
 (0.8 )

 Total Non Operating/Non
 Recurring Cash Flow
 $ (0.1 )
 $ (0.3 )
 $ (0.0 )
 $ (3.3 )
 $ (3.6 )

 Bankruptcy-Related Disbursements

 Bankruptcy-Related Professional
 Fees
 $ -
 $ (13.8 )
 $ (19.3 )
 $ (10.6 )
 $ (43.7 )

 Securitization Trustee
 Fee (incl. legal)
 -
 -
 (1.3 )
 -
 (1.3 )

 Critical Vendors
 -
 (0.2 )
 (0.2 )
 -
 (0.4 )

 Non-Critical 503(b)(9)
 / Liens / PACA / PASA
 -
 (0.3 )
 (0.3 )
 (4.0 )
 (4.5 )

 Employee Retention Programs
 -
 -
 (0.5 )
 (0.2 )
 (0.7 )

 Employees’ PTO Obligations
 (Wage Motion)
 -
 -
 (1.5 )
 -
 (1.5 )

 Total Bankruptcy-Related
 Disbursements
 $ -
 $ (14.2 )
 $ (23.0 )
 $ (14.8 )
 $ (52.1 )

 Total Cash Flow, Pre-Debt
 Service
 $ (0.2 )
 $ (16.7 )
 $ (24.4 )
 $ (0.4 )
 $ (41.5 )

 Wiederhorn - AHG Settlement
 -
 -
 -
 (1.5 )
 (1.5 )

 Additional Funding
 -
 -
 9.2
 -
 9.2

 Total Debt Service
 $ -
 $ -
 $ 9.2
 $ -
 $ 9.2

 Net cash flow
 $ (0.2 )
 $ (16.7 )
 $ (15.2 )
 $ (1.9 )
 $ (33.8 )

 Change in O/S Checks
 (0.3 )
 (0.7 )
 (0.7 )
 -
 (1.4 )

 Opening Cash
 38.3
 37.9
 20.5
 4.7
 37.9

 Closing Cash
 $ 37.9
 $ 20.5
 $ 4
 .7
 $ 2.8
 $ 2
 .8

 NOTE:
Buyers agree to assume liabilities associated with their respective businesses, regardless of whether such liabilities arise from an
expressly assumed contract. For shared vendor relationships spanning multiple businesses included across separate APAs, liabilities will
be allocated in accordance with historical management practices.

 This
framework will be applied consistently across all four APAs.

 Buyers
will assume responsibility for estate-incurred fees payable to Huron that are directly attributable to Transition Services Agreement
(TSA) activities.

 Page 1

EX-99.2 · ex99-2.htm

EX-99.2
 3
 ex99-2.htm
 EX-99.2

 Exhibit
99.2

 United
 States Bankruptcy Court

 Southern
 District of Texas

 ENTERED

 IN
 THE UNITED STATES BANKRUPTCY COURT

 May
 19, 2026

 FOR
 THE SOUTHERN DISTRICT OF TEXAS

 Nathan
 Ochsner, Clerk

 HOUSTON
 DIVISION

 X

 :

 In
 re:
 :
 Chapter
 11

 :

 FAT
 BRANDS INC., et al. ,
 :
 Case
 No. 26-90126 (ARP)

 :

 Debtors. 1
 :
 (Jointly
 Administered)

 :

 X

 FINAL
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; AND (IV) GRANTING RELATED RELIEF

 [Relates
to Docket No. 454, 473, 564]

 1
 A
 complete list of the Debtors in the Chapter 11 Cases and the last four digits of each Debtor’s taxpayer identification number
 (if applicable) may be obtained on the website of the Debtors’ proposed claims and noticing agent at https://omniagentsolutions.com/FATBrands-TwinHospitality.
 The Debtors’ mailing address for purposes of the Chapter 11 Cases is 9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 90212.

 Upon
the emergency motion, dated March 18, 2026 (the “ Motion ”), 2 of the above-captioned debtors and debtors-in-possession
(collectively, the “ Debtors ”) for entry of an order pursuant to Sections 105, 361, 362, 363, and 364 of title
11 of the United States Code (as amended, the “ Bankruptcy Code ”), Rules 2002, 4001, 6004, and 9014 of the Federal
Rules of Bankruptcy Procedure (as amended, the “ Bankruptcy Rules ”), and Rules 2002-1, 4001-1(b), 4002-1, and
9013-1 of the Bankruptcy Local Rules for the United States Bankruptcy Court for the Southern District of Texas (as amended, the “ Bankruptcy
Local Rules ”), and the Procedures for Complex Cases in the Southern District of Texas, (A) authorizing (I) the Debtors
to use cash collateral, (II) the Debtors to obtain secured superpriority postpetition financing and granting liens and superpriority
administrative expense claims, and (III) the Debtors to provide adequate protection to the Prepetition Secured Parties (defined below)
under Sections 361, 362 and/or 363 of the Bankruptcy Code, and (B) scheduling interim and final hearings, the Debtors sought, among other
things, the following relief:

 (i)
 the
 Court’s authorization, pursuant to Sections 363 and 364 of the Bankruptcy Code, for FAT Brands Royalty I, LLC, FAT Brands Fazoli’s
 Native I, LLC, and FAT Brands GFG Royalty I, LLC (each, a “ FBG DIP Borrower ”, and together, the “ FBG
 DIP Borrowers ”) to (A) enter into a secured superpriority debtor-in-possession financing facility (the “ FBG
 DIP Facility ”) and (B) for FAT Brands Inc. (the “ FBG Manager ”) and each existing and future,
 direct or indirect, domestic, wholly-owned subsidiary of any of the FBG DIP Borrowers that are Debtors in these Chapter 11 Cases
 (collectively, the “ FBG DIP Guarantors ” and, together with the FBG DIP Borrowers, the “ FBG
 DIP Loan Parties ”) to enter into guarantees (the “ FBG DIP Guarantees ”), pursuant to which
 the FBG DIP Guarantors shall unconditionally, on a joint and several basis, guarantee the FBG DIP Facility, consisting of a non-amortizing
 multiple draw secured term loan credit facility pursuant to the Debtor-in-Possession Credit Agreement in substantially the form attached
 hereto as Exhibit A (as amended, restated, supplemented or otherwise modified from time to time, including pursuant
 to the First Amendment to Debtor-in-Possession Credit Agreement, dated as of April 6, 2026, attached to the Second Interim Order
 as Exhibit D thereto (the “ First Amendment ”), the “ DIP Credit Agreement ”
 and, together with 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] (the “ Interim Order ”), 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] (the “ Second Interim Order ”) and this order (the “ Final Order ”), as
 applicable, the Approved Budget (as defined below), the FBG DIP Guarantees, and all other agreements, documents and instruments delivered
 or executed in connection therewith, in each case as amended, restated, supplemented or otherwise modified from time to time, collectively,
 the “ FBG DIP Documents ”) administered by UMB Bank, N.A., as administrative agent and collateral agent (in
 such capacities, the “ FBG DIP Agent ”), and provided by the FBG Prepetition Noteholders (as defined below)
 (to the extent they hold Class A-2 notes or Class B notes (excluding Class B notes under the FZ Prepetition Indenture)) that participate
 (in such capacity, together with any successors and assigns permitted under the DIP Credit Agreement, the “ FBG DIP Lenders ”
 and, together with the FBG DIP Agent, the “ FBG DIP Secured Parties ”), which shall be available, subject
 to the terms and conditions set forth in this Final Order and the other FBG DIP Documents, in an aggregate principal amount of up
 to (i) $46,140,000 in new money (the “ FBG New Money DIP Loans ”) and (ii) $138,420,000 in applicable FBG
 Prepetition Secured Obligations (as defined below) (in the Class A-2 notes and not the B notes or any other tranche) held by the
 FBG DIP Lenders to be converted into FBG DIP Loans (the “ FBG Rolled-Up DIP Loans ”) representing a 3:1 roll-up
 of which $28,800,000 of FBG New Money DIP Loans was made available following entry of the Interim Order with the creation of $86,400,000
 of FBG Rolled-Up DIP Loans, up to $1,200,000 was made available following entry of the Second Interim Order with the creation of
 up to $3,600,000 of FBG Rolled-Up DIP Loans, and up to $16,140,000 was made available following the occurrence of the Bid Deadline
 (as defined in the Bidding Procedures Order) if there is available cash of less than $5,000,000 in the aggregate across all DIP Loan
 Parties taking into account forecasted disbursements through the Maturity Date (as defined in the DIP Credit Agreement) (a “ Liquidity
 Need ”) with the creation of up to $48,420,000 of FBG Rolled-Up DIP Loans (collectively, the “ FBG DIP Loans ”);

 2
 Capitalized
 terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the DIP Credit Agreement
 (as defined below), as applicable.

 2

 (ii)
 the
 Court’s authorization, pursuant to Sections 363 and 364 of the Bankruptcy Code, for Twin Hospitality I, LLC (the “ Twin
 DIP Borrower ” and, together with the FBG DIP Borrowers, the “ DIP Borrowers ”) 3
 to (A) enter into a secured superpriority debtor-in-possession financing facility (the “ Twin DIP Facility ”
 and, together with the FBG DIP Facility, the “ DIP Facility ”), and (B) for Twin Hospitality Group Inc. (the
 “ Twin Manager ” and, together with the FBG Manager, the “ Managers ”), the FBG Manager,
 and each existing and future, direct or indirect, domestic, wholly-owned subsidiary of the Twin DIP Borrower that is a Debtor in
 these Chapter 11 Cases (collectively, the “ Twin DIP Guarantors ” and, together with the Twin DIP Borrower,
 the “ Twin DIP Loan Parties ” and, together with the FBG DIP Loan Parties, the “ DIP Loan Parties ”)
 to enter into guarantees (the “ Twin DIP Guarantees ”), pursuant to which the Twin DIP Guarantors shall unconditionally,
 on a joint and several basis, guarantee the Twin DIP Facility, consisting of a non-amortizing multiple draw secured term loan credit
 facility pursuant to the DIP Credit Agreement (together with the Interim Order, the Second Interim Order and this Final Order, as
 applicable, the Approved Budget, the Twin DIP Guarantees, and all other agreements, documents and instruments delivered or executed
 in connection therewith, in each case as amended, restated, supplemented or otherwise modified from time to time, collectively, the
 “ Twin DIP Documents ” and, together with the FBG DIP Documents, the “ DIP Documents ”)
 administered by UMB Bank, N.A. as administrative agent and collateral agent (in such capacities, the “ Twin DIP Agent ”
 and, together with the FBG DIP Agent, the “ DIP Agent ”), and provided by the Twin Prepetition Noteholders
 (as defined below) (to the extent they hold Class A-2-I notes, Class A-2-II notes, or Class B notes) that participate (in such capacity,
 together with any successors and assigns permitted under the DIP Credit Agreement, the “ Twin DIP Lenders ”
 and, together with the Twin DIP Agent, the “ Twin DIP Secured Parties ”), which shall be available, subject
 to the terms and conditions set forth in this Final Order and the other Twin DIP Documents, in an aggregate principal amount of up
 to (i) $30,760,000 in new money (the “ Twin New Money DIP Loans ” and, together with the FBG New Money DIP
 Loans, the “ New Money DIP Loans ”) and (ii) (x) applicable Twin Prepetition Secured Obligations (as defined
 below) in Class A-2-I notes held by the applicable Twin DIP Lenders to be converted into Twin DIP Loans (the “ Twin Senior
 Rolled-Up DIP Loans ”) subject to the Twin Roll-Up Reservation (as defined below) and (y) applicable Twin Prepetition
 Secured Obligations (as defined below) in Class A-2-II notes held by the applicable Twin DIP Lenders to be converted into Twin DIP
 Loans (the “ Twin Junior Rolled-Up DIP Loans ” and, together with Twin Senior Rolled-Up DIP Loans, the “ Twin
 Rolled-Up DIP Loans ”), in each case representing a 3:1 roll-up and together totaling
 $92,280,000 of Twin Rolled-Up DIP Loans, of which $19,200,000 of Twin New Money DIP Loans was made available following entry of the
 Interim Order with the creation of $57,600,000 of Twin Rolled-Up DIP Loans in the aggregate, up to $800,000 was made available following
 entry of the Second Interim Order with the creation of up to $2,400,000 of Twin Rolled-Up DIP Loans in the aggregate, and up to $10,760,000
 was made available following the occurrence of the Bid Deadline (as defined in the Bidding Procedures Order) if there is a Liquidity
 Need with the creation of up to $32,280,000 of Twin Rolled-Up DIP Loans in the aggregate (collectively, the “ Twin DIP
 Loans ” and, together with the FBG DIP Loans, the “ DIP Loans ”); 4

 3
 The
 DIP Borrowers, collectively with their respective direct and indirect subsidiaries, shall be referred to herein as the “ Securitization
 Entities .”

 4
 For
 the avoidance of doubt, the Debtors other than the DIP Borrowers and the DIP Guarantors are not DIP Loan Parties, including FB Resid
 Holdings I, LLC and SEEDS OF COMPASSION FUND, INC.

 3

 (iii)
 the
 Court’s authorization for the DIP Loan Parties to execute the DIP Credit Agreement and the other DIP Documents to which they
 are a party and to perform such other and further acts as may be necessary or appropriate in connection therewith;

 (iv)
 the
 Court’s authorization for the FBG DIP Borrowers to incur the FBG DIP Loans and for the Twin DIP Borrower to incur the Twin
 DIP Loans, and for the Debtors to use the DIP Loans in accordance with the proposed budget prepared by the Debtors and approved by
 the DIP Lenders attached as Exhibit B to the Second Interim Order (as updated from time to time pursuant to, and in
 accordance with, the terms of the DIP Documents, the “ Approved Budget ”) and in accordance with the stipulated
 allocation of expenses between the Managers, on the one hand, and the DIP Borrowers (and their Debtor subsidiaries), on the other
 hand, attached hereto as Exhibit B (the “ Stipulated Allocation ”), subject to Permitted Variances
 (as defined below) and as otherwise provided herein and the other DIP Documents;

 (v)
 the
 Court’s authorization to grant in favor of the FBG DIP Agent, for the benefit of the FBG DIP Secured Parties, in respect of
 the FBG DIP Obligations (as defined below), the FBG DIP Superpriority Claim and the FBG DIP Liens in all FBG DIP Collateral (each
 as defined below), on the terms, conditions and priorities set forth in the FBG DIP Documents, this Final Order, and the relative
 order and priorities set forth on Annex 1 attached hereto;

 (vi)
 the
 Court’s authorization to grant in favor of the Twin DIP Agent, for the benefit of the Twin DIP Secured Parties, in respect
 of the Twin DIP Obligations (as defined below), the Twin DIP Superpriority Claim and the Twin DIP Liens in all Twin DIP Collateral
 (each as defined below), on the terms, conditions and priorities set forth in the Twin DIP Documents, this Final Order, and the relative
 order and priorities set forth on Annex 1 attached hereto;

 (vii)
 the
 Court’s authorization for the Debtors to use “cash collateral” as such term is defined in Section 363 of the Bankruptcy
 Code (the “ Cash Collateral ”), subject to the limitations set forth herein; 5

 (viii)
 the
 Court’s authorization to grant, as of the Petition Date (as defined below), adequate protection for the benefit of the Prepetition
 Secured Parties and, subject to certain conditions precedent, certain other prepetition creditors, in each case, as set forth below,
 including, the Adequate Protection Claims (as defined below) and Adequate Protection Liens (as defined below), in each case to the
 extent of and as compensation for the Diminution in Value (as defined below), if any, of the Prepetition Secured Parties or other
 prepetition creditors set forth herein and the payment of fees and expenses to the Prepetition Secured Parties, in each case as set
 forth more fully below; and

 (ix)
 the
 modification by the Court of the automatic stay imposed by Section 362 of the Bankruptcy Code and any other applicable stay (including
 Bankruptcy Rule 6004) solely to the extent necessary to implement and effectuate the terms and provisions of the DIP Facility, this
 Final Order and the other DIP Documents and to provide for the immediate effectiveness of this Final Order.

 5
 With
 respect to the use of Cash Collateral, the Interim Order replaced and superseded the (i) Interim Order (I) Authorizing Debtors to Use
 Cash Collateral; (II) Granting Adequate Protection for the Use of Cash Collateral; (III) Scheduling a Final Hearing; and (IV) Granting
 Related Relief [Docket No. 103]; (ii) Second Interim Order (I) Authorizing Debtors to Use Cash Collateral; (II) Granting Adequate Protection
 for the Use of Cash Collateral; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief [Docket No. 285]; (iii) Third Interim
 Order (I) Authorizing Debtors to Use Cash Collateral; (II) Granting Adequate Protection for the Use of Cash Collateral; (III) Scheduling
 a Final Hearing; and (IV) Granting Related Relief [Docket No. 326]; (iv) Fourth Interim Order (I) Authorizing Debtors to Use Cash Collateral;
 (II) Granting Adequate Protection for the Use of Cash Collateral; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief
 [Docket No. 387]; and (v) Fifth Interim Order (I) Authorizing Debtors to Use Cash Collateral; (II) Granting Adequate Protection for
 the Use of Cash Collateral; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief [Docket No. 432] (collectively, the
 “Interim Cash Collateral Orders”) in their entirety.

 4

 The
Court having considered the Motion, the terms of the DIP Facility and the DIP Documents, the Declaration of John C. DiDonato in Support
of Debtors’ Chapter 11 Petitions and First Day Relief [Docket No. 15] (the “ First Day Declaration ”),
the Declaration of John C. DiDonato in Support of Debtors’ Motion to Obtain Debtor-in-Possession Financing , the Declaration
of Jeff Raithel in Support of Debtors’ Motion to Obtain Debtor-in-Possession Financing, and the evidence submitted at the interim
hearing held before the Court on March 19, 2026 to consider entry of the Interim Order (the “ Interim Hearing ”), the
evidence submitted at the final hearing held before the Court on May 19, 2026 to consider entry of this Final Order (the “ Final
Hearing ”); and in accordance with Bankruptcy Rules 2002, 4001(b), (c), and (d), and the Bankruptcy Local Rules, appropriate
due and proper notice of the Motion, the Interim Hearing, and the Final Hearing having been given; and it appearing that approval of
the relief requested in the Motion is fair and reasonable and in the best interests of the Debtors, their creditors and their estates,
and essential for the continued operation of the Debtors’ businesses; and all objections, if any, to the entry of this Final Order
having been withdrawn, resolved or overruled by the Court; and after due deliberation and consideration, and for good and sufficient
cause appearing therefor:

 THE
COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:

 A.
 Petition Date. On January 26, 2026 (the “ Petition Date ”), the Debtors filed voluntary petitions
under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of Texas, Houston Division
(the “ Court ”). The Debtors have continued in the management and operation of their businesses and properties
as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the
Chapter 11 Cases.

 B.
 Jurisdiction and Venue. The Court has jurisdiction over the Chapter 11 Cases, the Motion, and the parties and property affected
hereby pursuant to 28 U.S.C. § 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue for the Chapter 11 Cases and
proceedings on the Motion is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory and other predicates
for the relief sought herein are sections 105, 361, 362, 363, 364, 507, and 552 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001,
6004, and 9014, and the Bankruptcy Local Rules.

 C.
 Committee Formation. On February 6, 2026, the Office of the United States Trustee for the Southern District of Texas appointed
an official committee of unsecured creditors in the Chapter 11 Cases (the “ Committee ”) [Docket No. 186].

 D. Notice.
The Final Hearing is being held pursuant to the authorization of Bankruptcy Rule 4001. Notice of the Final Hearing has been provided
by the Debtors, by telecopy, email, overnight courier and/or hand delivery, to (a) the Office of the United States Trustee for the
Southern District of Texas (the “ U.S. Trustee ”); (b) White & Case LLP, as counsel to the ad hoc group
of Prepetition Noteholders (the “ WBS Ad Hoc Group ”) and the DIP Lenders; (c) the Office of the United
States Attorney General for the Southern District of Texas; (d) the Internal Revenue Service; (e) the Securities and Exchange
Commission; (f) counsel to the Prepetition Trustees (as defined below); (g) counsel to the Resid Trustee (as defined in the First
Day Declaration); (h) Orrick, Herrington & Sutcliffe LLP, as counsel to the Ad Hoc Group of Twin Peaks Franchisees; (i) those
entities or individuals included on the Debtors’ list of thirty (30) largest unsecured creditors on a consolidated basis; (j)
the state attorneys general for states in which the Debtors conduct business; (k) counsel to the Resid Noteholders (as defined in
the First Day Declaration);(l) counsel to the Committee; (m) counsel to Wilmington Savings Fund Society, as the pending successor
trustee for the Resid Notes (as defined in the First Day Declaration); (n) any such other party entitled to notice pursuant to
Bankruptcy Local Rule 9013-1(d); and (o) any party that has requested notice pursuant to Bankruptcy Rule 2002 (the
“ Notice Parties ”). Under the circumstances, such notice of the Final Hearing and the relief requested in
the Motion complies with Section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001(b) and (c) and the Bankruptcy Local
Rules, and no other or further notice need be provided for entry of this Final Order.

 5

 E.
 Debtors’ Stipulations as to Prepetition Secured Obligations. Subject only to the rights of parties in interest that
are set forth in Paragraph 7 below, the Debtors, on their behalf and on behalf of their estates, admit, stipulate, acknowledge, and agree
as follows:

 (i)
 FBG Prepetition Secured Obligations . Pursuant to that certain (i) 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, supplemented or otherwise modified from time to time,
the “ Royalty Prepetition Indenture ”), by and among FAT Brands Royalty I, LLC, as issuer, and UMB Bank, N.A.
(“ UMB ”), as trustee (the “ Royalty Prepetition Trustee ”) and as securities intermediary,
(ii) 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 FAT Brands Fazoli’s Native I, LLC, as
issuer, UMB, as trustee (the “ FZ Prepetition Trustee ”) and as securities intermediary, and (iii) 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 “ FBG
Prepetition Indentures ”) 6 by and among FAT Brands GFG Royalty I, LLC, as issuer, and UMB,as trustee (the “ GFG
Prepetition Trustee ” and, together with the Royalty Prepetition Trustee and the FZ Prepetition Trustee, the “ FBG
Prepetition Trustees ,” and each individually a “ FBG Prepetition Trustee ”) as securities intermediary:
(A) on April 26, 2021, FAT Brands Royalty I, LLC issued (i) $97,104,000 in aggregate principal amount of Series 2021-1 Class A-2 senior
secured notes with an interest rate of 4.75% and a maturity date of April 25, 2051, (ii) $32,368,000 in principal amount of Series 2021-1
Class B-2 senior subordinated notes with an interest rate of 8.00% and a maturity date of April 25, 2051, and (iii) $15,000,000 in principal
amount of Series 2021-1 Class M-2 subordinated notes with an interest rate of 9.00% and a maturity date of April 25, 2051, and, on July
6, 2022, issued (i) $42,696,000 in aggregate principal amount of Series 2022-1 Class A-2 senior secured notes with an interest rate of
4.75% and a maturity date of April 25, 2051, (ii) $14,232,000 in principal amount of Class B-2 senior subordinated notes with an interest
rate of 8.00% and a maturity date of April 25, 2051, and (ii) $19,617,000 in principal amount of Class M-2 subordinated notes with an
interest rate of 9.00%; (B) on December 15, 2021, Fat Brands Fazoli’s Native I, LLC issued (i) $128,760,000 in aggregate principal
amount of Class A-2 senior secured notes with an interest rate of 6.00% and a maturity date of July 25, 2051, (ii) $25,000,000 in principal
amount of Class B-2 senior subordinated secured notes with an interest rate of 7.00% and a maturity date of July 25, 2051, and (iii)
$40,000,000 in principal amount of Class M-2 subordinated notes with an interest rate of 9.00% and a maturity date of July 25, 2051;
and (C) on July 22, 2021, Fat Brands GFG Royalty I, LLC issued (i) $209,000,000 in aggregate principal amount of Series 2021-1 Class
A-2 senior secured notes with an interest rate of 6.00% and a maturity date of July 25, 2051, (ii) $84,000,000 in principal amount of
Series 2021- 1 Class B-2 senior subordinated notes with an interest rate of 7.00% and a maturity date of July 25, 2051, and (iii) $57,000,000
in principal amount of Series 2021-1 Class M-2 subordinated notes with an interest rate of 9.50% and a maturity date of July 25, 2051,
and on December 15, 2022, issued (i) $67,756,000 in aggregate principal amount of Series 2022-1 Class A-2 senior secured notes with an
interest rate of 6.00% and a maturity date of July 25, 2051, (ii) $20,261,000 in principal amount of Class B-2 senior subordinated notes
with an interest rate of 7.00% and a maturity date of July 25, 2051, and (iii) $25,450,000 in principal amount of Class M-2 subordinated
notes with an interest rate of 9.50% and a maturity date of July 25, 2051 (collectively, the “ FBG Prepetition Notes ,”
the holders thereof, the “ FBG Prepetition Noteholders ,” and together with the FBG Prepetition Trustees, the
“ FBG Prepetition Secured Parties ”).

 6
 The
 FBG Prepetition Indentures collectively with all other agreements, guarantees, pledges, collateral and security documents, management
 agreements, control agreements, instruments, certificates, notes and other documents executed, recorded and/or delivered in connection
 therewith, including without limitation the “Indenture Documents” (as defined in the applicable Base Indenture) shall be
 referred to herein as the “ FBG Prepetition Documents. ”

 6

 (ii)
Pursuant to the FBG Prepetition Documents, the applicable FBG Prepetition Noteholders were granted first priority liens (the “ FBG
Prepetition Liens ”) on, and security interests in, the Collateral (as defined in and subject to the terms and limitations
of the applicable FBG Prepetition Indentures, the “ FBG Prepetition Collateral ”).

 (iii)
Pursuant to the FBG Prepetition Documents, each of the Guarantors (as defined in the applicable FBG Prepetition Documents, and together
with the FBG DIP Borrowers, the “ FBG Prepetition Obligors ”) has provided to the applicable FBG Prepetition
Trustee an unconditional joint and several guaranty pursuant to, as applicable, (i) that certain Guarantee and Collateral Agreement,
dated as of April 26, 2021, by and among the those certain Guarantors (as defined therein) in favor of the Royalty Prepetition Trustee
(the “ Royalty Guarantee and Collateral Agreement ”), (ii) that certain Guarantee and Collateral Agreement, dated
as of December 15, 2021, by and among those certain Guarantors (as defined therein) in favor of the FZ Prepetition Trustee (the “ FZ
Guarantee and Collateral Agreement ”), and (iii) that certain Guarantee and Collateral Agreement, dated as of July 22, 2021,
by and among those certain guarantors (as defined therein) in favor of the GFG Prepetition Trustee (the “ GFG Guarantee and
Collateral Agreement ,” and together with the Royalty Guarantee and Collateral Agreement and the FZ Guarantee and Collateral
Agreement, the “ FBG Prepetition Guarantee and Collateral Agreements ”), which guaranty is secured by the Collateral
(as defined in the applicable FBG Prepetition Guarantee and Collateral Agreement).

 (iv)
As of the Petition Date, the FBG Prepetition Obligors were indebted and liable to the applicable FBG Prepetition Secured Parties under
the applicable FBG Prepetition Documents, without objection, defense, counterclaim or offset of any kind, in respect of notes issued
and other financial accommodations made by the FBG Prepetition Secured Parties in the aggregate principal amount of not less than $524,121,438
with respect to the FBG Prepetition Notes plus accrued and unpaid interest thereon, and fees, expenses, premiums, and all other obligations
under the FBG Prepetition Documents, including any reasonable and documented attorneys’, accountants’, consultants’,
appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the FBG Prepetition Documents
(collectively with postpetition interest to the extent allowed under the Bankruptcy Code, the “ FBG Prepetition Secured Obligations ”).

 (v)
 Twin Prepetition Secured Obligations . Pursuant 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, supplemented or otherwise modified
from time to time, the “ Twin Prepetition Indenture ”), 7 by and among Twin Hospitality I, LLC, as
issuer, and UMB, as trustee (the “ Twin Prepetition Trustee ” and, together, with each of the FBG Prepetition
Trustees, the “ Prepetition Trustees ”) and as securities intermediary: on November 21, 2024, Twin Hospitality
I, LLC issued $12,124,000 in aggregate principal amount of Series 2024-1 Class A-2-I super senior secured notes and $269,257,000 in aggregate
principal amount of Series 2024-1 Class A-2-II senior secured notes, each with an interest rate of 9.00% and a maturity date of October
26, 2054 (collectively, the “ Twin Prepetition Notes ,” the holders thereof, the “ Twin Prepetition
Noteholders ,” and together with the Twin Prepetition Trustee, the “ Twin Prepetition Secured Parties ”). 8

 (vi)
Pursuant to the Twin Prepetition Documents, the applicable Twin Prepetition Noteholders were granted first priority liens (the “ Twin
Prepetition Liens ” and, together with the FBG Prepetition Liens, the “ Prepetition Liens ”) on,
and security interests in, the Collateral (as defined in the Twin Prepetition Indenture, the “ Twin Prepetition Collateral ”
and, together with the FBG Prepetition Collateral, the “ Prepetition Collateral ”).

 (vii)
Pursuant to the Twin Prepetition Documents, each of the Guarantors (as defined in the Twin Prepetition Documents, and together with the
Twin DIP Borrower, the “ Twin Prepetition Obligors ” and, together with the FBG Prepetition Obligors, the “ Prepetition
Obligors ”) has provided to the Twin Prepetition Trustee an unconditional joint and several guaranty pursuant to, as applicable,
that certain Guarantee and Collateral Agreement, dated as of November 21, 2024, by and among those certain Guarantors (as defined therein)
in favor of the Twin Prepetition Trustee (the “ Twin Guarantee and Collateral Agreement ”), which guaranty is
secured by the Twin Prepetition Collateral.

 7
 The
 Twin Prepetition Indenture collectively with all other agreements, guarantees, pledges, collateral and security documents, management
 agreements, control agreements, instruments, certificates, notes and other documents executed, recorded and/or delivered in connection
 therewith, including without limitation the “Indenture Documents” (as defined in the Twin Prepetition Indenture) shall
 be referred to herein as the “ Twin Prepetition Documents.” The Twin Prepetition Documents together with the
 FBG Prepetition Documents shall be referred to herein as the “Prepetition Documents.”

 8
 The
 Twin Prepetition Notes, together with the FBG Prepetition Notes, shall be referred to herein as the “ Prepetition Notes .”
 The Twin Prepetition Noteholders, together with the FBG Prepetition Noteholders, shall be referred to herein as the “ Prepetition
 Noteholders .” The Twin Prepetition Secured Parties, together with the FBG Prepetition Secured Parties, shall be referred
 to herein as the “ Prepetition Secured Parties .”

 7

 (viii)
As of the Petition Date, the Twin Prepetition Obligors were indebted and liable to the applicable Twin Prepetition Secured Parties under
the applicable Twin Prepetition Documents, without objection, defense, counterclaim or offset of any kind, in respect of notes issued
and other financial accommodations made by the Twin Prepetition Secured Parties in the aggregate principal amount of not less than $412,265,821.25
with respect to the Twin Prepetition Notes plus accrued and unpaid interest thereon, and fees, expenses, premiums, and all other obligations
under the Twin Prepetition Documents, including any reasonable and documented attorneys’, accountants’, consultants’,
appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the Twin Prepetition Documents
(collectively with postpetition interest to the extent allowed under the Bankruptcy Code, the “ Twin Prepetition Secured Obligations ”
and, together with the FBG Prepetition Secured Obligations, the “ Prepetition Secured Obligations ”).

 (ix)
 Enforceability of Prepetition Secured Obligations . The Prepetition Documents and the Prepetition Secured Obligations are
(a) legal, valid, binding, and enforceable against each applicable Debtor that is a party to the applicable Prepetition Documents (other
than in respect of the stay of enforcement arising from Section 362 of the Bankruptcy Code) and (b) not subject to any contest, attack,
objection, recoupment, defense, counterclaim, offset, subordination, re-characterization, avoidance or other “claim” (as
defined in Section 101(5) of the Bankruptcy Code), cause of action or other challenge of any kind or nature under the Bankruptcy Code,
under applicable non-bankruptcy law or otherwise.

 (x) Enforceability
of Prepetition Liens . The Prepetition Liens granted by the Debtors party to, and under, the Prepetition Documents to or for
the benefit of the applicable Prepetition Secured Parties as security for the applicable Prepetition Secured Obligations encumber
the Prepetition Collateral, as the same existed on the Petition Date. The Prepetition Liens have been properly recorded and
perfected under applicable non-bankruptcy law, and are legal, valid, enforceable, non-avoidable, and not subject to contest,
avoidance, attack, offset, re-characterization, subordination (subject to any intercreditor agreement) or other challenge of any
kind or nature under the Bankruptcy Code (other than in respect of the stay of enforcement arising from Section 362 of the
Bankruptcy Code), under applicable non-bankruptcy law or otherwise. As of the Petition Date, and without giving effect to the
Interim Order, the Second Interim Order, or this Final Order, the Debtors are not aware, after making due inquiry, of any liens or
security interests in the Prepetition Collateral having priority over the Prepetition Liens, except the Permitted Prior Liens (as
defined below). The Prepetition Liens were granted to or for the benefit of the applicable Prepetition Secured Parties for fair
consideration and reasonably equivalent value, and were granted contemporaneously with the issuance of notes and other financial
accommodations secured thereby.

 (xi)
 Cash Collateral . All of the cash of the Debtors that are Prepetition Obligors, including any cash in deposit accounts held
by such Prepetition Obligors, wherever located, constitutes Cash Collateral of the applicable Prepetition Secured Parties, unless such
cash is subject to a Collateral Exclusion under (and as defined in) the applicable Prepetition Documents.

 (xii)
 Prepetition Defaults . Prior to the Petition Date, the Debtors used certain cash on hand to fund their operations rather
than depositing such collections into certain accounts as required under the Prepetition Documents. Such failure, in addition to additional
acts and omissions of the Debtors, resulted in events of default and manager termination events under the Prepetition Documents (the
“ Prepetition Defaults ”). On October 23, 2025, the Prepetition Trustees
posted a notice stating that they had not received amounts required to be transferred from the Concentration Accounts to the Collection
Accounts (each as defined in the applicable Prepetition Documents) on September 5, 2025 and October 10, 2025. The Managers subsequently
filed quarterly reports with the U.S. Securities and Exchange Commission disclosing their receipt of the Prepetition Trustees’
notice. The WBS Ad Hoc Group directed the acceleration of all amounts due and owing under the FBG Prepetition Notes and Twin Prepetition
Notes on November 17, 2025. As a result, all principal, interest, and other amounts outstanding under the FBG Prepetition Notes and Twin
Prepetition Notes became immediately due and payable prior to the Petition Date.

 (xiii)
 Prepetition Limited Guarantees . Pursuant to that certain (i) Limited Guaranty, dated as of July 22, 2021, by and among
the FBG Manager and the FBG Prepetition Trustee for the FAT Brands GFG Royalty I, LLC silo, (ii) Limited Guaranty, dated as of December
15, 2021, by and among the FBG Manager and the FBG Prepetition Trustee for the FAT Brands Fazoli’s Native I, LLC silo, and (iii)
Limited Guaranty, dated as of November 21, 2024, by and among the Twin Manager and the Twin Prepetition Trustee for the Twin Hospitality
I, LLC silo (collectively, the “ Limited Guarantees ”), the FBG Manager or Twin Manager, as applicable, agreed
(i) to be personally and unconditionally liable for any liability, loss, damage, cost, or expense of whatever kind or nature suffered
or incurred by the FBG Prepetition Trustee (for the FAT Brands Fazoli’s Native I, LLC and FAT Brands GFG Royalty I, LLC silos only)
or the Twin Prepetition Notes Trustee, as applicable, to the extent resulting from or arising out of the occurrence of certain “Trigger
Events” (as defined in each Limited Guaranty), and to indemnify and hold harmless the applicable Prepetition Trustee for the same,
and (ii) that, as to the parties under the applicable Limited Guaranty, any indebtedness owed by the applicable FBG DIP Loan Parties
or the Twin DIP Loan Parties to the applicable guarantor shall be subordinate as to lien, time of payment, and in all other respects
to the indefeasible payment in full of all Obligations (as defined in the applicable Prepetition Documents) (other than contingent indemnification
obligations under the Prepetition Documents) and that the guarantors under the Limited Guarantees shall not be entitled to enforce or
receive payment thereof until all such Obligations have been paid full. As a result of the Prepetition Defaults, one or more Trigger
Events have occurred under each Limited Guaranty and, accordingly, the FBG Manager and the Twin Manager, as applicable, are personally
and unconditionally liable for the foregoing liabilities, losses, damages, costs, and expenses and required to indemnify the applicable
Prepetition Trustee for the same. For the avoidance of doubt, the Limited Guarantees do not apply to the FAT Brands Royalty I, LLC silo.

 8

 (xiv)
 Prepetition Management Fees . Pursuant to that certain (i) Management Agreement,
dated March 6, 2020, by and among the FAT Brands Royalty I, LLC, the FBG Manager, and the Royalty Prepetition Trustee (as amended, restated,
supplemented or otherwise modified from time to time, the “ Royalty Management Agreement ”), (ii) Management
Agreement, dated December 15, 2021, by and among the FAT Brands Fazoli’s Native I, LLC, the FBG Manager, and the FZ Prepetition
Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “ FZ Management Agreement ”),
(iii) Management Agreement, dated July 22, 2021, by and among the FAT Brands GFG Royalty I, LLC, the FBG Manager, and the GFG Prepetition
Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “ GFG Management Agreement ”
and together with the Royalty Management Agreement and FZ Management Agreement, the “ FBG Management Agreements ”),
and (iv) Management Agreement, dated November 21, 2024, by and among the Twin Hospitality I, LLC, the Twin Manager, and the Twin Prepetition
Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “ Twin Management Agreement ”
and, together with the FBG Management Agreements, the “ Management Agreements ”), the Managers agreed to provide
certain management services, subject to various restrictions and covenants, to the FBG DIP Borrowers and the Twin DIP Borrower, as applicable.
As of the Petition Date, no Monthly Management Fees (as defined in the Management Agreements), Supplemental Management Fees (as defined
in the Management Agreements and, together with the Monthly Management Fees, the “ Management Fees ”), expenses,
or any other amounts or charges were due and owing by the FBG DIP Borrowers, the Twin DIP Borrower, or any other DIP Loan Party to any
Manager under the Management Agreements, as applicable.

 (xv)
 No Control . None of the DIP Secured Parties or the Prepetition Secured Parties
are control persons or insiders of the Debtors or any of their affiliates by virtue of any of the actions taken with respect to, in connection
with, related to, or arising from the DIP Facility, the DIP Documents and/or the Prepetition Documents.

 (xvi)
 No Claims, Causes of Action . As of the date hereof, there exist no claims or
causes of action against any of the Prepetition Trustees, any other Prepetition Secured Party, or any DIP Secured Party, in each case,
solely in their capacity as such, with respect to, in connection with, related to, or arising from the Prepetition Documents and/or the
DIP Documents that may be asserted by the Debtors or any other person or entity as of the Petition Date.

 (xvii)
 Release . The Debtors forever and irrevocably release, discharge, and acquit each
of the (a) Prepetition Secured Parties, (b) former, current, or future Affiliates of the Prepetition Secured Parties, and (c) former,
current, or future officers, employees, directors, agents, representatives, owners, members, partners, financial and other advisors and
consultants, legal advisors, shareholders, managers, consultants, accountants, attorneys, and predecessors and successors in interest
of each of the Prepetition Secured Parties and each of their respective Affiliates, in each case acting in such capacity (collectively,
the “ Releasees ”) of and from any and all “claims” (as defined in section 101(5) of the Bankruptcy Code),
demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations,
actions, suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs, expenses, or judgments of every
type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened
including, without limitation, all legal and equitable theories of recovery, arising under common law, statute or regulation or by contract,
of every nature and description, that the Debtors may have, as of the date hereof, arising out of, in connection with, or relating to
the DIP Facility, the DIP Documents, the Prepetition Documents and/or the transactions contemplated hereunder or thereunder including,
without limitation, (x) any so-called “lender liability” or equitable subordination claims or defenses, (y) any and all claims
and causes of action arising under the Bankruptcy Code, and (z) any and all claims and causes of action with respect to the validity,
priority, extent, enforceability, perfection or avoidability of the liens or claims of any of the Prepetition Secured Parties; provided
 that, for purposes of the foregoing releases, Prepetition Secured Parties shall not include any Debtor. The Debtors further waive
and release any defense, right of counterclaim, right of setoff or deduction to the payment of the Prepetition Secured Obligations which
the Debtors now have or may claim to have against the Releasees (solely in their capacities as such) arising out of, connected with,
or relating to any and all acts, omissions or events occurring prior to the entry of this Final Order by the Court relating to the Prepetition
Documents and/or the transactions contemplated thereunder. Notwithstanding anything herein to the contrary, the foregoing releases shall
not release any party for gross negligence, actual fraud or willful misconduct as determined in a final order by a court of competent
jurisdiction.

 9

 F.
[ Reserved ].

 G.
 No Credit Available on More Favorable Terms. The Debtors have been and continue
to be unable to obtain financing on more favorable terms from sources other than the DIP Secured Parties under the DIP Documents and
this Final Order. The Debtors are unable to obtain (a) unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an
administrative expense, (b) credit for money borrowed with priority over any or all administrative expenses of the kind specified in
sections 503(b) or 507(b) of the Bankruptcy Code, or (c) credit for money borrowed secured by a lien on property of the estate that is
not otherwise subject to a lien. The Debtors are also unable to obtain credit for borrowed money without granting the DIP Liens and the
DIP Superpriority Claims to (or for the benefit of) the DIP Secured Parties.

 H.
 Use of Cash Collateral and Proceeds of the DIP Facility, DIP Collateral and Prepetition
Collateral .
 As a condition to providing the DIP Facility and the consent (or deemed consent) of the Prepetition
Secured Parties to the use of Cash Collateral, all Cash Collateral and all proceeds of the DIP Loans shall be used and/or applied in
accordance with the terms and conditions of this Final Order, the Approved Budget (subject to the Permitted Variances) and the other
DIP Documents, for working capital and other general corporate purposes of the Debtors and the types of expenditures in the Approved
Budget and for no other purpose.

 I.
 Adequate Protection for the Prepetition Secured Parties . As adequate protection against
the aggregate diminution in value, if any, of the Prepetition Secured Parties’ respective liens and security interests in the applicable
Prepetition Collateral (including Cash Collateral) from and after the Petition Date resulting from (i) the use, sale or lease by the
Debtors of such collateral, (ii) the imposition of the automatic stay,
and (iii) the subordination of their Prepetition Liens and Prepetition Secured Obligations to the Carve-Out (defined below) upon the
terms set forth herein (collectively, and to the fullest extent permitted under the Bankruptcy Code or other applicable law, “ Diminution
in Value ”), the Prepetition Secured Parties are entitled to adequate protection, pursuant to sections 361 and 363(e) of
the Bankruptcy Code, as set forth in this Final Order and the other DIP Documents; provided that nothing in this Final Order or
the other DIP Documents shall (x) be construed as a consent or acknowledgement by any Prepetition Secured Party that it would be adequately
protected in the event debtor-in-possession financing is provided by a third party (i.e., other than the DIP Lenders) or a consent to
the terms of any other such financing, including the consent to any lien (other than a lien granted pursuant hereto) encumbering the
Prepetition Collateral (whether senior or junior) or to the use of Cash Collateral (except under the terms hereof or the DIP Documents),
or (y) prejudice, limit or otherwise impair the rights of the Prepetition Trustees (for the benefit of the Prepetition Secured Parties)
to seek new, different or additional adequate protection under any circumstances, in each case, without prejudice to any objection of
the Debtors, the Committee, or any other party in interest to the grant of any additional or alternative adequate protection and provided
that any such additional or alternative adequate protection shall at all times be subordinate and junior to the Carve-Out.

 J.
 Section 552. In light of the use of the Prepetition Collateral (including Cash Collateral), the subordination of the Prepetition
Liens and the Adequate Protection Liens (as defined below) of the Prepetition Secured Parties to the Carve-Out, and the granting of the
DIP Liens on the DIP Collateral, the Prepetition Secured Parties are entitled to all of the rights and benefits of section 552(b) of
the Bankruptcy Code and the “equities of the case” exception shall not apply.

 10

 K.
 Extension of Financing. The DIP Secured Parties have indicated a willingness to provide financing to the Debtors in accordance
with the terms of the DIP Credit Agreement and the other DIP Documents (including the Approved Budget) and subject to (i) the entry of
this Final Order and (ii) findings by this Court that such financing is essential to the Debtors’ estates, that the DIP Secured
Parties are good faith financiers, and that the reversal or modification on appeal of the authorization hereunder for the Debtors to
incur the debt under the DIP Facility, or the grant hereunder of the priority of the DIP Liens and the Adequate Protection Liens, does
not affect the validity of such debt, or any priority of any such lien so granted, to the extent provided in section 364(e) of the Bankruptcy
Code.

 L.
 Business Judgment and Good Faith Pursuant to Section 364(e).

 (a)
The extension of credit under the DIP Facility, and the fees, expenses and other charges paid and to be paid thereunder are fair, reasonable,
and the best available under the circumstances, and the Debtors’ agreement to the terms and conditions of the DIP Documents and
to the payment of such fees reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties.
Such terms and conditions are supported by reasonably equivalent value and consideration;

 (b)
the DIP Facility was negotiated in good faith and at arm’s length among the Debtors, the DIP Agent and the other DIP Secured Parties;
and

 (c)
the use of the proceeds to be extended under the DIP Facility will be so extended in good faith and for valid business purposes and uses,
as a consequence of which the DIP Secured Parties are entitled to the protection and benefits of section 364(e) of the Bankruptcy Code.

 M.
 Relief Essential; Best Interest. The relief requested in the Motion (and provided in
this Final Order) is necessary, essential and appropriate for the continued operation of the Debtors’ businesses and the management
and preservation of the Debtors’ assets and property. It is in the best interest of the Debtors’ estates that the Debtors
be allowed to enter into the DIP Facility, incur the DIP Obligations and that the Debtors use the Cash Collateral as contemplated herein.

 NOW,
THEREFORE , on the Motion of the Debtors and the record before this Court with respect to the Motion, including the record made during
the Interim Hearing and the Final Hearing, and with the consent of the Debtors, the DIP Secured Parties, and the Prepetition Secured
Parties, and good and sufficient cause appearing therefor,

 IT
IS ORDERED that:

 1.
 Motion Granted . The Motion is granted on a final basis in accordance with the terms
and conditions set forth in this Final Order and the DIP Documents. Any objections to the Motion with respect to entry of this Final
Order, to the extent not withdrawn, waived or otherwise resolved, and all reservation of rights included therein, are hereby denied and
overruled.

 2.
 DIP Facility .

 (a)
 Entry into DIP Facility . Pursuant to the Interim Order, the Debtors were expressly
and immediately authorized and empowered to enter into the DIP Facility and to incur and to perform the DIP Obligations in accordance
with and subject to the Interim Order and the other DIP Documents, to execute and/or deliver all DIP Documents and all other related
instruments, certificates, agreements and documents, and to take all actions which may be reasonably required or otherwise necessary
for the performance by the Debtors under the DIP Facility, including the creation and perfection of the DIP Liens described and provided
for herein. Pursuant to the Second Interim Order, the Debtors were expressly and immediately authorized and empowered to enter into the
First Amendment and to perform their obligations thereunder.

 (b)
 DIP Obligations . Subject to the terms of this Final Order, the Debtors are hereby
authorized and empowered to do and perform all acts and pay the principal, interest, fees (including the Backstop Fee (as defined in
the DIP Credit Agreement)) and expenses, indemnities and other amounts described herein and in the other DIP Documents as such shall
accrue and become due hereunder or thereunder, including, without limitation, the reasonable fees and expenses of the attorneys and financial
and other advisors and consultants of the DIP Agent and the DIP Lenders as, and to the extent, provided for herein and in the other DIP
Documents (collectively, all loans, advances, extensions of credit, financial accommodations, fees (including the Backstop Fee), expenses,
and other liabilities and obligations (including indemnities and similar obligations) in respect of the DIP Loans, the DIP Facility and
the DIP Documents, the “ DIP Obligations ”); 9 provided that payment of any invoices of the DIP
Agent’s and the DIP Lenders’ professionals’ fees and expenses incurred after entry of the Interim Order shall be subject
to the provisions of Paragraph 18(c) of this Final Order. The FBG DIP Documents and all FBG DIP Obligations shall represent, constitute
and evidence, as the case may be, valid and binding obligations of the FBG DIP Loan Parties, enforceable against the FBG DIP Loan Parties,
their estates and any successors thereto in accordance with their terms. The Twin DIP Documents and all Twin DIP Obligations shall represent,
constitute and evidence, as the case may be, valid and binding obligations of the Twin DIP Loan Parties, enforceable against the Twin
DIP Loan Parties, their estates and any successors thereto in accordance with their terms. No obligation, payment, transfer or grant
of security under the DIP Documents as approved under the Interim Order, the Second Interim Order, or this Final Order shall be stayed,
restrained, voided, voidable or recoverable under the Bankruptcy Code or under any applicable non-bankruptcy law, or subject to any defense,
reduction, setoff, recoupment or counterclaim. The term of the DIP Facility commenced on the date of entry of the Interim Order and shall
end on the Termination Date (as defined below), subject to the terms and conditions set forth herein and in the other DIP Documents.

 9
 The DIP Obligations under
 the FBG DIP Facility shall be referred to herein as the “ FBG DIP Obligations ” and the DIP Obligations under
 the Twin DIP Facility shall be referred to herein as the “ Twin DIP Obligations .”

 11

 (c)
 Authorization to Borrow and Creation of Rolled-Up
Loans . To continue to operate their business and preserve and maximize the value of
their estates, subject to the terms and conditions of this Final Order and the other DIP Documents (including the Approved Budget (subject
to Permitted Variances)), (i) the FBG DIP Borrowers are hereby authorized to borrow (and the FBG DIP Guarantors are authorized to guarantee)
the FBG DIP Loans and (ii) the Twin DIP Borrower is hereby authorized to borrow (and the Twin DIP Guarantors are authorized to guarantee)
the Twin DIP Loans until the Termination Date (as defined below). For every dollar of FBG New Money DIP Loans that is borrowed, an additional
three dollars of FBG Rolled-Up DIP Loans are hereby deemed to have been borrowed and used to repay, satisfy and cancel a commensurate
amount of FBG Prepetition Notes. For every dollar of Twin New Money DIP Loans that is borrowed, an additional three dollars of Twin Senior
Rolled-Up DIP Loans or Twin Junior Rolled-Up DIP Loans, as applicable, are hereby deemed to have been borrowed and used to repay, satisfy
and cancel a commensurate amount of Twin Prepetition Notes. Following the Challenge Period Termination Date (as defined below), subject
to any Successful Challenge (defined below) as set forth herein, (A) each issuer of Prepetition Notes that become FBG Rolled-Up DIP Loans,
Twin Senior Rolled-Up Loans or Twin Junior Rolled-Up Loans (all such Prepetition Notes, collectively, “ Rolled-Up Prepetition
Notes ”) shall provide to the applicable Prepetition Trustee
a cancellation order and such other information and direction, in each case, reasonably requested by such Prepetition Trustee to enable
the cancellation of such Rolled-Up Prepetition Notes through the applicable procedures of the Depository Trust Company (“ DTC ”)
or otherwise and (B) each holder of Rolled-Up Prepetition Notes shall submit such Rolled-Up Prepetition Notes for cancellation in accordance
with the applicable procedures of DTC; provided if, prior to the Challenge Period Termination Date, there shall be a distribution
to any holders of Prepetition Notes or if any holders of Prepetition Notes shall desire or be required to vote, consent, direct or otherwise
take action with respect to the Prepetition Notes, the issuers and holders of such Prepetition Notes shall take such actions as are reasonably
necessary to allow for such distribution, vote, consent, direction or other action to be made or taken in accordance with procedures
and protocols of DTC or otherwise as reasonably requested by the applicable Prepetition Trustee. The borrowing of the Rolled-Up DIP Loans
shall be deemed to occur upon the funding of each New Money DIP Loan notwithstanding that the formal cancellation of the related Prepetition
Notes may not have been completed on such date. The Borrowers and the DIP Lenders shall coordinate to deliver written notice to the DIP
Agent in accordance with the DIP Credit Agreement regarding the corresponding Roll-Up Loan Amounts deemed incurred by the DIP Lenders
on each borrowing date, including the amount of Roll-Up Loan Amounts allocable to each DIP Lender. Each DIP Lender’s FBG Rolled-Up
DIP Loans shall have DIP Superpriority Claims and DIP Liens solely against the Debtors that were obligors under the respective FBG Prepetition
Notes that are rolled up. Each DIP Lender’s Twin Roll-Up DIP Loans shall have DIP Superpriority Claims and DIP Liens solely against
the Debtors that were obligors under the Twin Prepetition Notes that are rolled up. For the avoidance of doubt, there shall be no FBG
Rolled-Up DIP Loans or Twin Rolled-Up DIP Loans incurred or deemed incurred by the Managers.

 (d)
 FBG Segregated Account . All borrowings of the FBG DIP Facility shall be
deposited into a segregated account of the FBG DIP Borrowers (the “ FBG Segregated Account ”), which will be
subject to the FBG DIP Liens on a first priority basis and subject to a Segregated Account Control Agreement in favor of the FBG DIP
Agent. The terms of the Segregated Account Control Agreement for the FBG Segregated Account shall permit the FBG DIP Loan Parties to
retain full control over the FBG Segregated Account subject to the DIP Documents, and any restrictions in favor of the FBG DIP Agent
under such Segregated Account Control Agreement shall not take effect unless an Event of Default (as defined in the DIP Credit Agreement)
has occurred or is occurring (subject to any applicable grace periods), subject to the Carve Out Amount being funded into the Escrow
Account first. On each Borrowing Date, the FBG DIP Lenders will advance funds to the FBG DIP Agent and the FBG DIP Agent will in turn
transfer such funds in accordance with the FBG DIP Borrowers’ notice of borrowing into the FBG Segregated Account. Funds in the
FBG Segregated Account may be drawn by the FBG DIP Borrowers consistent with the Approved Budget (taking into account any Permitted Variances).
Once withdrawn from the FBG Segregated Account, the funds shall continue to be FBG DIP Collateral (as defined below) until such funds
are first used by the FBG DIP Loan Parties. For the avoidance of doubt, the FBG Segregated Account and all funds deposited therein shall
be subject only to (i) the Carve-Out, (ii) the FBG DIP Liens, and (iii) the FBG Adequate Protection Liens, and shall not be subject to
any other liens, claims, or interests (including, without limitation, any claims, liens, or interests arising under or related to the
Management Agreements).

 (e)
 Twin Segregated Account . All borrowings of the Twin DIP Facility shall be
deposited into a segregated account of the Twin DIP Borrower (the “ Twin Segregated Account ” and, together with
the FBG Segregated Account, the “ Segregated Accounts ”), which will be subject to the Twin DIP Liens on a first
priority basis and subject to a Segregated Account Control Agreement in favor of the Twin DIP Agent. The terms of the Segregated Account
Control Agreement for the Twin Segregated Account shall permit the Twin DIP Loan Parties to retain full control over the Twin Segregated
Account subject to the DIP Documents, and any restrictions in favor of the Twin DIP Agent under such Segregated Account Control Agreement
shall not take effect unless an Event of Default has occurred or is occurring (subject to any applicable grace period), subject to the
Carve Out Amount being funded into Escrow Account first. On each Borrowing Date, the Twin DIP Lenders will advance funds to the Twin
DIP Agent and the Twin DIP Agent will in turn transfer such funds in accordance with the Twin Borrowers’ instructions in the notice
of borrowing into the Twin Segregated Account. Funds in the Twin Segregated Account may be drawn by the Twin DIP Borrower consistent
with the Approved Budget (taking into account any Permitted Variances). Once withdrawn from the Twin Segregated Account, the funds shall
continue to be Twin DIP Collateral (as defined below) until such funds are first used by the Twin DIP Loan Parties. For the avoidance
of doubt, the Twin Segregated Account and all funds deposited therein shall be subject only to (i) the Carve-Out, (ii) the Twin DIP Liens,
and (iii) the Twin Adequate Protection Liens, and shall not be subject to any other liens, claims, or interests (including, without limitation,
any claims, liens, or interests arising under or related to the Management Agreements).

 12

 (f)
 Conditions Precedent . The DIP Lenders shall have no obligation to make any
extension of credit under the DIP Facility or any other financial accommodation hereunder or under the other DIP Documents unless all
conditions precedent to making DIP Loans under the DIP Documents have been satisfied or waived in accordance with the terms of the DIP
Documents, including, without limitation, the satisfaction or waiver of certain milestones set forth in the DIP Documents.

 (g)
 FBG DIP Collateral . As used herein, “ FBG DIP Collateral ” shall mean all
now owned or hereafter acquired assets and property in which the FBG DIP Loan Parties and their estates have an interest, whether real
or personal, tangible or intangible, or otherwise, whenever acquired, including, without limitation, all FBG Prepetition Collateral,
all assets and property pledged under the FBG DIP Documents, including the equity interests of each FBG DIP Borrower and FBG DIP Guarantor
and their subsidiaries, any intercompany loans made and outstanding by the FBG DIP Loan Parties before or during the Chapter 11 Cases,
any Management Fees, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c)), any Manager Advances, all cash,
any investment of such cash, inventory, accounts receivable, including intercompany accounts receivable (and all rights associated therewith),
other rights to payment whether arising before or after the Petition Date, contracts, contract rights, franchise agreements, product
sourcing agreements, chattel paper, goods, investment property, inventory, deposit accounts (including the Collection Account and Concentration
Account described in the DIP Documents and the FBG Segregated Account) and in each case all amounts on deposit therein from time to time,
equity interests, securities accounts, securities entitlements, securities, commercial tort claims, books, records, plants, equipment,
general intangibles, documents, instruments, interests in leases and leaseholds, interests in real property, fixtures, payment intangibles,
tax or other refunds, insurance proceeds, letters of credit, letter of credit rights, supporting obligations, machinery and equipment,
patents, copyrights, trademarks, tradenames, other intellectual property, all licenses therefor, and all proceeds, rents, profits, products
and substitutions, if any, of any of the foregoing; provided , however, that, notwithstanding anything herein to the contrary,
the FBG DIP Collateral shall not include (i) the Escrow Account, (ii) any Excluded Assets (as defined in the DIP Documents), (iii) any
causes of action for preferences, fraudulent conveyances, and other avoidance power claims under sections 502(d), 542, 544, 545, 547,
548, 549, 550, 551, 553(b), or 724(a) of the Bankruptcy Code or any other avoidance actions under the Bankruptcy Code or applicable state-law
equivalents (the “ Avoidance Actions ”) belonging to the FBG DIP Loan Parties, but shall include the proceeds
of Avoidance Actions (the “ Avoidance Action Proceeds ”) belonging to the FBG DIP Loan Parties and (iv) the FBG
DIP Loan Parties’ non-residential real property leases (except to the extent such non-residential real property leases constitutes
Prepetition Collateral); provided, however , that the Adequate Protection Collateral shall include the proceeds of such leases.

 (h)
 Twin DIP Collateral . As used herein, “ Twin DIP Collateral ” shall mean all
now owned or hereafter acquired assets and property in which the Twin DIP Loan Parties and their estates have an interest, whether real
or personal, tangible or intangible, or otherwise, whenever acquired, including, without limitation, all Twin Prepetition Collateral,
all assets and property pledged under the Twin DIP Documents, including the equity interests of the Twin DIP Borrower and each Twin DIP
Guarantor and their subsidiaries, any intercompany loans made and outstanding by the Twin DIP Loan Parties before or during the Chapter
11 Cases, any Management Fees, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c)), any Manager Advances,
all cash, any investment of such cash, inventory, accounts receivable, including intercompany accounts receivable (and all rights associated
therewith), other rights to payment whether arising before or after the Petition Date, contracts, contract rights, franchise agreements,
product sourcing agreements, chattel paper, goods, investment property, inventory, deposit accounts (including the Collection Account
and Concentration Account described in the DIP Documents and the Twin Segregated Account) and in each case all amounts on deposit therein
from time to time, equity interests, securities accounts, securities entitlements, securities, commercial tort claims, books, records,
plants, equipment, general intangibles, documents, instruments, interests in leases and leaseholds, interests in real property, fixtures,
payment intangibles, tax or other refunds, insurance proceeds, letters of credit, letter of credit rights, supporting obligations, machinery
and equipment, patents, copyrights, trademarks, tradenames, other intellectual property, all licenses therefor, and all proceeds, rents,
profits, products and substitutions, if any, of any of the foregoing; provided , however, that, notwithstanding anything
herein to the contrary, the Twin DIP Collateral shall not include (i) the Escrow Account, (ii) any Excluded Assets (as defined in the
DIP Documents), (iii) any Avoidance Actions belonging to the Twin DIP Loan Parties, but shall include Avoidance Action Proceeds belonging
to the Twin DIP Loan Parties and (iv) the Twin DIP Loan Parties’ non-residential real property leases (except to the extent such
non-residential real property leases constitutes Prepetition Collateral); provided, however , that the Adequate Protection Collateral
shall include the proceeds of such leases. 10

 (i)
 FBG DIP Liens . Effective immediately upon the entry of the Interim Order,
the FBG DIP Agent for the ratable benefit of the FBG DIP Secured Parties was granted the following security interests and liens, which
were immediately valid, binding, perfected, continuing, enforceable and non-avoidable without the necessity of the execution, recordation
or filing by any party of any security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar
documents, or the possession or control by any FBG Prepetition Trustee of any FBG DIP Collateral (all liens and security interests granted
to the FBG DIP Agent for the benefit of the FBG DIP Secured Parties pursuant to the Interim Order, the Second Interim Order, this Final
Order and the other FBG DIP Documents, the “ FBG DIP Liens ”):

 10
 The FBG DIP Collateral and
 the Twin DIP Collateral shall, together, be referred to herein as the “ DIP Collateral .”

 13

 (i)
 First Priority Liens on Unencumbered Property . Pursuant to section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected
and non-avoidable first priority liens on and security interests in all FBG DIP Collateral that was not encumbered by the FBG Prepetition
Liens, including the FBG Segregated Account, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c)), all proceeds
of the DIP Facility and Avoidance Action Proceeds (collectively, the “ FBG Unencumbered Property ”), which FBG
DIP Liens shall be subject and subordinate only to (1) the Carve-Out, (2) liens or security interests solely to the extent any such liens
and security interests were valid, non-avoidable, and properly perfected as of the Petition Date (or were in existence immediately prior
to the Petition Date and are properly perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code)
and were senior to any applicable Prepetition Liens (collectively, “ Permitted Prior Liens ”), 11 and
(3) the Intercompany Liens (as defined below); provided that the DIP Liens shall have first priority with respect to the proceeds
or recovery on account of any Manager Advances; and

 (ii) Liens
on Prepetition Collateral . Pursuant to sections 364(c)(3) and 364(d) of the Bankruptcy Code, valid, enforceable, perfected and
non-avoidable liens on and security interests in all FBG DIP Collateral (other than FBG Unencumbered Property), which FBG DIP Liens
(A) shall be subject and subordinate only to (1) the Carve-Out, (2)
the Permitted Prior Liens, and (3) the Intercompany Liens, and (B) shall be senior and priming to the
FBG Prepetition Liens, any liens junior to the FBG Prepetition Liens, the FBG Adequate Protection Liens, and any other prepetition
or postpetition liens or other interests of any kind of any other person or entity with respect to the FBG DIP Collateral, whether
created voluntarily or involuntarily (including by order of a court), in each case, other than the Carve-Out, Permitted Prior Liens
and Intercompany Liens; provided that the DIP Liens shall have first priority with respect to the proceeds or recovery on
account of any Manager Advances.

 (j)
 Twin DIP Liens . Effective immediately upon the entry of the Interim Order,
the Twin DIP Agent for the ratable benefit of the Twin DIP Secured Parties was granted the following security interests and liens, which
were immediately valid, binding, perfected, continuing, enforceable and non-avoidable without the necessity of the execution, recordation
or filing by any party of any security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar
documents, or the possession or control by the Twin Prepetition Trustee of any Twin DIP Collateral (all liens and security interests
granted to the Twin DIP Agent for the benefit of the Twin DIP Secured Parties pursuant to the Interim Order, the Second Interim Order,
this Final Order and the other Twin DIP Documents, the “ Twin DIP Liens ” and, together with the FBG DIP Liens,
the “ DIP Liens ”):

 (i)
 First Priority Liens on Unencumbered Property . Pursuant to section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected
and non-avoidable first priority liens on and security interests in all Twin DIP Collateral that was not encumbered by the Twin Prepetition
Liens, including the Twin Segregated Account, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c)), all proceeds
of the DIP Facility and Avoidance Action Proceeds (collectively, the “ Twin Unencumbered
Property”), which Twin DIP Liens shall be subject and subordinate
only to (1) the Carve-Out, (2) the Permitted Prior Liens, and (3) the Intercompany Liens; provided that, the DIP Liens shall have
first priority with respect to the proceeds or recovery on account of Manager Advances; and

 (ii)
 Liens on Prepetition Collateral . Pursuant to sections 364(c)(3) and 364(d) of the Bankruptcy Code, valid, enforceable, perfected
and non-avoidable liens on and security interests in all Twin DIP Collateral (other than Twin Unencumbered Property), which Twin DIP
Liens (A) shall be subject and subordinate to (1) the Carve-Out, (2)
Permitted Prior Liens, and (3) the Intercompany Liens, and (B) shall be senior and priming to the Twin Prepetition Liens, any liens junior
to the Twin Prepetition Liens, the Twin Adequate Protection Liens, and any other prepetition or postpetition liens or other interests
of any kind of any other person or entity with respect to the Twin DIP Collateral, whether created voluntarily or involuntarily (including
by order of a court), in each case, other than the Carve-Out, Permitted Prior Liens and Intercompany Liens; provided that, the
DIP Liens shall have first priority with respect to the proceeds or recovery on account of Manager Advances.

 11
 Permitted Prior Liens
 shall include (x) any liens securing any Manager Advances or claims related thereto and (y) any liens on FBG Manager’s equity
 interests in Twin Manager, in each case solely to the extent that such liens were valid, non-avoidable, and properly perfected as of
 the Petition Date (or were in existence immediately prior to the Petition Date and are properly perfected subsequent to the Petition
 Date as permitted by section 546(b) of the Bankruptcy Code) and were senior to any applicable Prepetition Liens.

 14

 (k)
 Other Provisions Relating to the DIP Liens . The FBG DIP Liens shall secure
all of the FBG DIP Obligations; provided that each DIP Lender’s FBG Rolled-Up DIP Loans shall have liens solely against
the Debtors that were obligors under the FBG Prepetition Notes that are rolled up. The FBG DIP Liens shall not, without the prior written
consent of the Required FBG DIP Lenders, be made subject to, subordinate to, or pari passu with, any other lien or security interest,
other than to the extent expressly provided herein, by any Court order heretofore or hereafter entered in the Chapter 11 Cases. The Twin
DIP Liens shall secure all of the Twin DIP Obligations; provided that each DIP Lender’s Twin Rolled-Up DIP Loans shall have
liens solely against the Debtors that were obligors under the Twin Prepetition Notes that are rolled up. The Twin DIP Liens shall not,
without the prior written consent of the Required Twin DIP Lenders, be made subject to, subordinate to, or pari passu with, any
other lien or security interest, other than to the extent expressly provided herein, by any Court order heretofore or hereafter entered
in the Chapter 11 Cases. The DIP Liens shall be valid and enforceable against any trustee appointed in the Chapter 11 Cases, upon the
conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or in any other proceedings related to any
of the foregoing (such cases or proceedings, “ Successor Cases ”), and/or upon the dismissal of any of the Chapter
11 Cases. The DIP Liens and the Adequate Protection Liens shall not be subject to sections 510, 549, 550 or 551 of the Bankruptcy Code
or the “equities of the case” exception of section 552 of the Bankruptcy Code or section 506(c) of the Bankruptcy Code. If
the granting of the DIP Liens against any of the DIP Collateral is in any way prohibited or restricted under any of the Debtors’
organizational documents, such organizational documents are hereby modified solely to permit the granting of the DIP Liens. The DIP Liens
and Adequate Protection Liens shall be subject to the priorities set forth in Annex 1 .

 (l)
 Superpriority Administrative Claims Status . The FBG DIP Obligations shall,
pursuant to section 364(c)(1) of the Bankruptcy Code, at all times constitute joint and several allowed superpriority claims (the “ FBG
DIP Superpriority Claims ”) of the FBG DIP Agent, for the benefit of the FBG DIP Secured Parties, against each of the FBG
DIP Loan Parties on a joint and several basis, and shall be payable from and have recourse to all FBG DIP Collateral. The Twin DIP Obligations
shall, pursuant to section 364(c)(1) of the Bankruptcy Code, at all times constitute joint and several allowed superpriority claims (the
“ Twin DIP Superpriority Claims ” and, together with the FBG DIP Superpriority Claims, the “ DIP Superpriority
Claims ”) of the Twin DIP Agent, for the benefit of the Twin DIP Secured Parties, against each of the Twin DIP Loan Parties
on a joint and several basis, and shall be payable from and have recourse to all Twin DIP Collateral. The DIP Superpriority Claims shall
be subject and subordinate to the payment of the Carve-Out in full in cash, as set forth in Annex 1 . Other than as expressly
provided herein, including in Paragraph 8 hereof with respect to the Carve-Out, no costs or expenses of administration with respect to
the Debtors, including, without limitation, professional fees allowed and payable under sections 328, 330 and 331 of the Bankruptcy Code,
or otherwise, that have been or may be incurred in these proceedings or in any Successor Cases, and no priority claims are, or will be,
senior to, prior to or pari passu with the DIP Liens, the DIP Superpriority Claims or any of the DIP Obligations, or with any
other claims of the DIP Secured Parties arising hereunder or under the other DIP Documents, or otherwise in connection with the DIP Facility.

 (m)
 Authorization and Approval to Use Cash Collateral
and Proceeds of DIP Facility .

 (i)
Subject to the terms and conditions of this Final Order and the other DIP Documents, and to the adequate protection granted to or for
the benefit of the Prepetition Secured Parties as hereinafter set forth, the Debtors are authorized during the period from the entry
of the Interim Order through and including the Termination Date, unless extended by written agreement of the Required Lenders
under, and as defined, in the DIP Credit Agreement (the “ Required DIP Lenders ”) on notice to the Prepetition
Trustees to (a) request and use proceeds of the DIP Loans, in each case consistent with the terms and conditions of this Final Order
and the DIP Documents, including the Approved Budget (subject to Permitted Variances), the Budget Covenants as defined and described
 in Paragraph 2(o) below, and the Stipulated Allocation and (b) use all
Cash Collateral including, for the avoidance of doubt, through and including the Plan Effective Date (as defined below). The Approved
Budget may only be amended, restated, supplemented, modified, replaced, or extended in accordance with this Final Order and the DIP Documents
and the prior written consent of the Required DIP Lenders (on notice to the DIP Agent) without further order of the Court; provided
 that any such amended, restated, supplemented, modified, replaced, or extended Approved Budget shall be served upon the U.S. Trustee,
the Prepetition Trustees, and counsel to the Committee within one (1) business day of approval by the Required DIP Lenders.

 (ii)
Any funds transferred from any Securitization Entity to either Manager shall be made in accordance with the Approved Budget (subject
to the Permitted Variance), shall be subject to the Stipulated Allocation and shall be applied first to payment of any Management Fee
payable to the applicable Manager for the provision of manager services under the applicable Management Agreement. In addition, any such
funds transferred to either Manager shall be documented in accordance with the DIP Documents, shall give rise to Intercompany Claims
by the applicable DIP Loan Party in accordance with Paragraph 13, and shall constitute DIP Collateral subject to the DIP Liens; provided
 that, funds transferred from any Securitization Entity to either Manager to pay Management Fees shall not give rise to Intercompany
Claims as between such Securitization Entity and such Manager, but shall remain the Cash Collateral of the DIP Lenders so long as they
are held by a DIP Loan Party.

 (iii)
No proceeds of the DIP Facility or any other cash of the DIP Loan Parties shall be transferred to any Debtor that is not a DIP Loan Party
without (a) the prior written consent of the Required DIP Lenders and
two business days’ notice to the Committee (or as soon as reasonably practicable) or (b) as may be ordered by the Court.

 15

 (n)
 Budget. Attached to the Second Interim Order as Exhibit B is a rolling 13- week
cash flow budget (the “ Initial Approved Budget ”) that reflects on a line-item basis, separated by each prepetition
securitization silo, the Debtors’ consolidated (i) weekly projected cash receipts (including from non-ordinary course assets sales),
(ii) weekly projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses under the Chapter 11 Cases,
capital expenditures, and estimated fees and expenses of the DIP Agent (including counsel and financial advisors therefor) and any other
fees and expenses relating to the DIP Facility), and (iii) the sum of weekly unrestricted cash on hand and cash in the Segregated Accounts
(collectively, “ Liquidity ”), in each case consistent with the Stipulated Allocation. The Debtors shall prepare
and deliver to the Specified Financial Advisor (as defined in the DIP Credit Agreement) and the DIP Agent (for distribution to the DIP
Lenders) an updated “rolling” consolidated 13-week budget, separated by each prepetition securitization silo, consistent
with the Stipulated Allocation and in accordance with section 5(a) of the DIP Credit Agreement (or, at the option of the DIP Borrowers,
more frequently) (the “ Updated Budget ”), which shall become the then “Approved Budget” upon the
written consent of the Required DIP Lenders (and to the extent any Updated Budget is not approved by the Required DIP Lenders, the Approved
Budget that is then in effect shall continue to constitute the Approved Budget for purposes of the DIP Facility). The DIP Borrowers shall,
beginning on the week ending April 5, 2026 and bi-weekly thereafter, and no later than 5:00 p.m. (prevailing Eastern Time) on or prior
to the fourth business day of such week, provide Approved Budget variance reports setting forth (i) the Debtors’ cash receipts,
expenditures, and disbursements on a line-by-line and aggregate basis (including debt service, professional fees and capital expenditures)
during the rolling four-week period (or for a shorter period if applicable based on the latest Updated Budget); (ii) disbursements for
the Debtors’ administrative expenses in the Chapter 11 Cases, including professional fees; and (iii) the variance in dollar amounts
and as a percentage of the actual receipts and disbursements (including debt service, professional fees and capital expenditures) for
each immediately preceding rolling four-week period (or for a shorter period if applicable based on the latest Updated Budget) from those
reflected in the corresponding period in the Approved Budget.

 (o)
 Budget Covenants . The Debtors shall only incur DIP Obligations and expend
Cash Collateral and other DIP Collateral proceeds in accordance with the Approved Budget, subject to the Permitted Variances under (and
as defined in) the DIP Credit Agreement. For the avoidance of doubt, see section 5(b) of the DIP Credit Agreement for variance and liquidity
reporting. The foregoing budget-related covenants are collectively referred to herein as the “ Budget Covenants .”
For the avoidance of doubt, the foregoing shall not limit the timely payment of Allowed Professional Fees that benefit from the Carve-Out
as set forth in Paragraph 8. Notwithstanding anything to the contrary in this Final Order, the Debtors shall not be deemed to have breached
the Budget Covenants to the extent the actual professional fees, costs and expenses of the Debtors’ advisors, the DIP Agent’s
advisors, the Prepetition Secured Parties’ advisors, and the advisors to the Committee, respectively, exceed the applicable estimated
amounts for such fees, costs, and expenses as set forth in the Approved Budget. Notwithstanding the foregoing, the DIP Borrowers shall
test the Permitted Variance only in accordance with the then-operative Approved Budget.

 (p)
 DIP Proceeds Not Subject to Permitted Prior Liens . Notwithstanding anything
herein to the contrary, neither the DIP Loans, the proceeds thereof, nor any Intercompany Claims arising from the transfer of DIP Loans
or proceeds thereof, shall be subject to any liens or security interests (including any Permitted Prior Liens) other than the DIP Liens,
the Adequate Protection Liens, the Resid Issuer Intercompany Liens (as defined below) (if any), and the Resid Adequate Protection Liens
(as defined below) (if any).

 3.
 Adequate Protection for Prepetition Secured Parties . As adequate protection for
the interests of the Prepetition Secured Parties in the Prepetition Collateral (including Cash Collateral), from and after the Petition
Date, pursuant to sections 361 and 363(e) of the Bankruptcy Code and subject to any timely Successful Challenge (as defined below) of
the Prepetition Liens pursuant to an order of the Court that is final and not subject to further appeal:

 (a)
 The FBG Adequate Protection Liens. As security for and to the extent of the Diminution in Value, if any, of the FBG Prepetition
Liens in the applicable FBG Prepetition Collateral (including Cash Collateral) from and after the Petition Date, each FBG Prepetition
Trustee, for the benefit of itself and the applicable FBG Prepetition Noteholders that benefit from the FBG Prepetition Liens, is hereby
granted (effective and perfected as of the entry of the Interim Order, and without the necessity of the execution, recordation or filing
by any party of any security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar documents,
or the possession or control by any FBG Prepetition Trustee of any FBG DIP Collateral) valid, binding, enforceable and automatically
perfected replacement liens on and security interests in all FBG DIP Collateral held by the applicable FBG Prepetition Obligors under
the applicable FBG Prepetition Indentures, including all now-owned and hereafter acquired real and personal property (whether acquired
pre- or postpetition) of the FBG DIP Loan Parties, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c) below),
and postpetition Intercompany Claims of the FBG DIP Loan Parties (the “ FBG Adequate Protection Liens ”);
 provided that, for the avoidance of doubt, any Prepetition Secured Party shall only receive FBG Adequate Protection Liens at the
Prepetition Obligors for its applicable Prepetition Secured Notes. The FBG Adequate Protection Liens shall be (a) subject and subordinate
to the Carve-Out, the Permitted Prior Liens, the Intercompany Liens, the FBG DIP Liens, and any Manager Advances (solely to the extent
such security interest or lien was validly perfected, enforceable, and nonavoidable as of the Petition Date or validly perfected subsequent
to the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code and were senior to the applicable Prepetition Liens),
and (b) senior to any and all other liens and security interests in the FBG DIP Collateral, as set forth in Annex 1 .

 16

 (b)
 The Twin Adequate Protection Liens. As security for and to the extent of Diminution in Value, if any, of the Twin Prepetition
Liens in the applicable Twin Prepetition Collateral (including Cash Collateral) from and after the Petition Date, the Twin Prepetition
Trustee, for the benefit of itself and the Twin Prepetition Noteholders, is hereby granted (effective and perfected as of the entry of
the Interim Order, and without the necessity of the execution, recordation or filing by any party of any security agreements, control
agreements, pledge agreements, financing statements, mortgages or other similar documents, or the possession or control by the Twin Prepetition
Trustee of any Twin DIP Collateral) valid, binding, enforceable and automatically perfected replacement liens on and security interests
in all Twin DIP Collateral, including all now-owned and hereafter acquired real and personal property (whether acquired pre-or postpetition)
of the Twin DIP Loan Parties, the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c) below), and postpetition
Intercompany Claims of the Twin DIP Loan Parties (the “ Twin Adequate Protection Liens ” and, together with the
FBG Adequate Protection Liens, the “ Adequate Protection Liens ”); provided, further , that, notwithstanding
anything in this Final Order to the contrary, in no event shall Adequate
Protection Liens or Intercompany Liens granted herein relating to the Debtors’ insurance policies, if any, interfere with any rights
held by a landlord under such policies to any such insurance proceeds for damage to landlord’s property. The Twin Adequate Protection
Liens shall be (a) subject and subordinate to the Carve-Out, the Permitted Prior Liens, the Intercompany Liens, the Twin DIP Liens, any
Manager Advances (solely to the extent such security interest or lien was validly perfected, enforceable, and nonavoidable as of the
Petition Date or validly perfected subsequent to the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code and
were senior to the applicable Prepetition Liens), and (b) senior to any and all other liens and security interests in the Twin DIP Collateral,
as set forth in Annex 1 .

 (c)
 FBG Prepetition Notes Adequate Protection Claims . Each FBG Prepetition Trustee, for the benefit of itself and the applicable FBG
Prepetition Noteholders that benefit from the FBG Prepetition Liens, is hereby granted, to the extent of Diminution in Value, if any,
of the FBG Prepetition Liens in the applicable FBG Prepetition Collateral (including Cash Collateral) from and after the Petition Date,
an allowed superpriority expense claim as contemplated by section 507(b) of the Bankruptcy Code, against each of the applicable FBG Prepetition
Obligors under the applicable FBG Prepetition Indentures in each of their respective Chapter 11 Cases and any Successor Cases (the “ FBG
Adequate Protection Claims ”), which shall be payable by each of the FBG Prepetition Obligors under the applicable FBG Prepetition
Indentures on a joint and several basis, and shall have recourse to all FBG DIP Collateral held by such FBG Prepetition Obligors and
the Escrow Account Residual Balance (to the extent provided in Paragraph 8(c) below). The FBG Adequate Protection Claims shall be (a)
subject and subordinate to the Carve-Out, the postpetition Intercompany Claims at the applicable FBG DIP Loan Parties, and the FBG DIP
Superpriority Claims at the applicable FBG DIP Loan Parties and (b) senior to any and all other administrative expense claims and all
other claims against the applicable FBG Prepetition Obligors and their estates, now existing or hereafter arising, of any kind or nature,
as set forth in Annex 1 .

 (d)
 Twin Prepetition Notes Adequate Protection Claims . The Twin Prepetition Trustee, for the benefit of itself and the Twin Prepetition
Noteholders that benefit from the Twin Prepetition Liens, is hereby granted, to the extent of Diminution in Value, if any, of the Twin
Prepetition Liens in the applicable Twin Prepetition Collateral (including Cash Collateral) from and after the Petition Date, an allowed
superpriority expense claim as contemplated by section 507(b) of the Bankruptcy Code, against each of the applicable Twin Prepetition
Obligors under the Twin Prepetition Indenture in each of their respective Chapter 11 Cases and any Successor Cases (the “ Twin
Adequate Protection Claims ” and, together with the FBG Adequate Protection Claims, the “ Adequate Protection
Claims ”), which shall be payable by each of the applicable Twin Prepetition Obligors on a joint and several basis, and
shall have recourse to all Twin DIP Collateral held by such Twin Prepetition Obligors and the Escrow Account Residual Balance (to the
extent provided in Paragraph 8(c) below). The Twin Adequate Protection Claims shall be (a) subject and subordinate to the Carve-Out,
the postpetition Intercompany Claims at the applicable Twin DIP Loan Parties, and the Twin DIP Superpriority Claims at the applicable
Twin DIP Loan Parties and (b) senior to any and all other administrative
expense claims and all other claims against the applicable Twin Prepetition Obligors and their estates, now existing or hereafter arising,
of any kind or nature, as set forth in Annex 1 .

 (e)
 Reporting . The Debtors shall provide the Prepetition Trustees and the Committee with all reports, budgets (including the Initial
Approved Budget and Updated Budgets), documents and other information
required to be delivered to any of the DIP Secured Parties under the DIP Documents or this Final Order at the same time that such information
is delivered to any of the DIP Secured Parties.

 (f)
 Fees and Expenses . In each case, without duplication of amounts required to be paid pursuant to the DIP Documents, the Debtors
are authorized and directed to pay the reasonable and documented out-of-pocket fees, costs and expenses of the Prepetition Trustees,
Greenberg Traurig, LLP (for its fees and expenses incurred through February 15, 2026) and Kelley Drye & Warren LLP (for its fees
and expenses incurred from and after January 31, 2026), each as counsel to the Prepetition Trustees, any local counsel to the Prepetition
Trustees, and of White & Case LLP, as counsel to the WBS Ad Hoc Group, any local counsel to the WBS Ad Hoc Group, and Houlihan Lokey,
as investment banker to the WBS Ad Hoc Group, in each case whether arising prior to or after the Petition Date, without the necessity
of filing formal fee applications or compliance with the U.S. Trustee’s fee guidelines, subject to Paragraph 18(c) of this Final
Order. The Debtors are authorized and directed to pay the amounts provided in this subparagraph whether or not contained in the Approved
Budget and without being limited by the dollar estimates contained in the Approved Budget.

 17

 4.
 DIP Lien and Adequate Protection Lien Perfection . This Final Order shall be sufficient
and conclusive evidence of the validity, perfection and priority of the DIP Liens and the Adequate Protection Liens and Resid Adequate
Protection Liens (if any) without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument
or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect
the DIP Liens, the Adequate Protection Liens, and the Resid Adequate Protection Liens (if any) or to entitle the DIP Liens, the Adequate
Protection Liens, and the Resid Adequate Protection Liens (if any) to the priorities granted herein. Notwithstanding the foregoing, the
DIP Agent (acting at the written direction of the Required DIP Lenders) or the Prepetition Trustees may, but are not required to file
such financing statements, deeds of trust, mortgages, security agreements, notices of liens and other similar documents, and each is
hereby granted relief from the automatic stay of section 362 of the Bankruptcy Code in order to do so, and all such financing statements,
deeds of trust, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded
at the time and on the date of the commencement of the Chapter 11 Cases. Subject to the terms and conditions of the DIP Documents, the
Debtors shall take actions reasonably requested by the DIP Agent (acting at the written direction of the Required DIP Lenders) or the
Prepetition Trustees, including executing and delivering to the DIP Agent or the Prepetition Trustees (as applicable) any financing statements,
security agreements, notices and other documents as the DIP Agent (acting at the written direction of the Required DIP Lenders) or the
Prepetition Trustees may reasonably request, to evidence, confirm, validate or perfect, or to insure the contemplated priority of the
DIP Liens and the Adequate Protection Liens. The DIP Agent (acting at the written direction of the Required DIP Lenders) and the Prepetition
Trustees may file a photocopy of this Final Order as a financing statement with any recording officer designated to file financing statements
or with any registry of deeds or similar office in any jurisdiction in which the Debtors have real or personal property and, in such
event, the subject filing or recording officer shall be authorized to file or record such copy of this Final Order. To the extent that
the applicable Prepetition Trustee is the secured party under any account control agreements, listed as loss payee under any of the Debtors’
insurance policies or is the secured party under any Prepetition Document, the DIP Agent is also hereby deemed to be the secured party
under such account control agreements, loss payee under the Debtors’ insurance policies and the secured party under each such Prepetition
Document, and shall have all rights and powers attendant to such positions (including, without limitation, rights of enforcement) and
shall act at the written direction of the DIP Lenders, or Required DIP Lenders, as set forth in the DIP Credit Agreement, in such capacities
and distribute any proceeds recovered or received in accordance with the terms of this Final Order and the other DIP Documents. The Prepetition
Trustees shall serve as agent for the DIP Agent for purposes of perfecting the DIP Agent’s security interests and liens on all
DIP Collateral that is of a type such that perfection of a security interest therein may be accomplished only by possession or control
by a secured party. Any provision of any lease, loan document, easement, use agreement, proffer, covenant, license, contract, organizational
document, or other instrument or agreement that requires the payment of any fees or other monetary obligations to any governmental entity
or non-governmental entity in order for the Debtors to pledge, grant, mortgage, sell, assign, or otherwise transfer any fee or leasehold
interest or the proceeds thereof or other DIP Collateral or Prepetition Collateral is and shall be deemed to be inconsistent with the
provisions of the Bankruptcy Code, and shall have no force or effect with respect to the Liens on such leasehold interests or other applicable
DIP Collateral or Prepetition Collateral or the proceeds of any assignment and/or sale thereof by any Debtors, in favor of the DIP Secured
Parties in accordance with the terms of the DIP Documents and this Final Order or in favor of the Prepetition Secured Parties in accordance
with this Final Order.

 5.
 Reservation of Rights of Prepetition Secured Parties . Notwithstanding any other
provision hereof, the grant of adequate protection to the Prepetition Secured Parties pursuant to this Final Order shall not be deemed
an admission that the interests of such Prepetition Secured Parties are indeed adequately protected, and is without prejudice to the
right of the Prepetition Secured Parties to seek additional relief with respect to the use of Prepetition Collateral (including Cash
Collateral), or to seek modification of the grant of adequate protection provided hereby so as to provide different or additional adequate
protection, and, in each case, without prejudice to the right of the Debtors or any other party in interest to contest any such modification
or grant and provided that any such additional or alternative adequate protection shall at all times be subordinate and junior to the
Carve-Out. Nothing herein shall be deemed to waive, modify or otherwise impair the respective rights of the Prepetition Secured Parties
under the Prepetition Documents, or under applicable law, and the Prepetition Secured Parties expressly reserve all of their respective
rights and remedies whether now existing or hereafter arising under the Prepetition Documents and/or applicable law, in each case with
the rights of the Debtors to contest or object thereto reserved. Without limiting the foregoing, nothing contained in this Final Order
shall impair or modify the application of section 507(b) of the Bankruptcy Code in the event that the adequate protection provided hereunder
is insufficient to compensate the Prepetition Secured Parties for Diminution in Value, if any, during the Chapter 11 Cases, in each case
with the rights of the Debtors to contest or object thereto reserved.

 18

 6.
 DIP Facility Release and Indemnity .

 (a)
 Release . The Debtors forever and irrevocably release, discharge, and acquit each of the (a) DIP Secured Parties, (b) former, current
or future Affiliates of the DIP Secured Parties, and (c) former, current or future officers, employees, directors, agents, representatives,
owners, members, partners, financial and other advisors and consultants, legal advisors, shareholders, managers, consultants, accountants,
attorneys, and predecessors and successors in interest of each of the DIP Secured Parties and each of their respective Affiliates, in
each case acting in such capacity (collectively, the “ DIP Releasees ”) of and from any and all “claims”
(as defined in section 101(5) of the Bankruptcy Code) demands, liabilities, responsibilities, disputes, remedies,
causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses,
damages, injuries, attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted,
suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened including, without limitation, all legal and equitable
theories of recovery, arising under common law, statute or regulation or by contract, of every nature and description, that the Debtors
may have as of the date hereof arising out of, in connection with, or relating to the DIP Facility, the DIP Documents and/or the transactions
contemplated hereunder or thereunder including, without limitation, (x) any so-called “lender liability” or equitable subordination
claims or defenses, (y) any and all claims and causes of action arising under the Bankruptcy Code, and (z) any and all claims and causes
of action with respect to the validity, priority, extent, enforceability, perfection or avoidability of the liens or claims of the DIP
Secured Parties. Notwithstanding anything herein to the contrary, the foregoing releases shall not release any party for gross negligence,
actual fraud or willful misconduct as determined in a final order by a court of competent jurisdiction, and shall not release the DIP
Secured Parties from their obligations hereunder or the DIP Documents.

 (b)
 Indemnity . The DIP Secured Parties shall be and hereby are indemnified and held harmless by the Debtors, jointly and severally,
in respect of any claim or liability incurred with respect to the DIP Facility and the use of Cash Collateral (as defined below) or in
any way related thereto except for claims relating to gross negligence, actual fraud, willful misconduct, or breach of the DIP Secured
Parties’ obligations under the DIP Documents; provided that nothing in this Final Order or the DIP Documents shall require
the Debtors to provide any indemnity to any party related to or arising out of any transactions other than the DIP Facility. No exception
or defense in contract, law or equity exists as to any obligation set forth, as the case may be, in this Paragraph
6, in the DIP Documents, to indemnify and/or hold harmless the DIP Agent or any other DIP Secured Party, as the case may be, and any
such defenses are hereby waived.

 7.
 Reservation of Certain Third Party Rights and Bar
of Challenges and Claims .

 (a)
All of the findings in Paragraph E hereof and all agreements, terms, provisions and stipulations set forth in Paragraph E hereof (the
“ Claims Stipulations ”) shall be irrevocably binding on all persons and entities upon the Challenge Period Termination
Date, subject to any Successful Challenge as set forth herein. Nothing in this Final Order shall prejudice any rights any party with
standing (to the extent required) to do so may have (a) to challenge any of the Claims Stipulations, including any challenge, complaint,
claim, counter-claim, cause of action, suit, objection, proceeding, set off or defense under the Bankruptcy Code or applicable non-bankruptcy
law in relation to (i) the validity, extent, perfection or priority of the Prepetition Liens on the Prepetition Collateral of the Prepetition
Secured Parties, or (ii) the validity, allowability, priority, status or amount of the Prepetition Secured Obligations of the Prepetition
Secured Parties (including any Prepetition Secured Obligations that are refinanced by Rolled-Up DIP Loans); or (b) to bring any challenge,
complaint, claim, counter-claim, cause of action, suit, objection, proceeding, set off or defense under the Bankruptcy Code or applicable
non-bankruptcy law against any of the Prepetition Secured Parties in connection with or related to the matters covered by the Claims
Stipulations any such action described in clauses (a) or (b), a “ Challenge ” and any final, non-appealable order
in favor of such party in interest sustaining any such Challenge in any such timely-filed contested matter, adversary proceeding, or
other action a “ Successful Challenge ”; provided that, unless any party with standing (to the extent
required) commences an adversary proceeding or contested matter (as applicable) raising such objection or Challenge, by the date that
is the earlier of (I) June 2, 2026 and (II) the objection deadline with respect to a proposed
sale of all or substantially all of the Debtors’ assets (the period described in the immediately preceding clause shall be referred
to as the “ Challenge Period ” and the date that is the next calendar day after the termination of the Challenge
Period in the event that either (i) no Challenge is properly raised during the Challenge Period or (ii) with respect only to those parties
who properly file a Challenge, such Challenge is fully and finally adjudicated, shall be referred to as the “ Challenge Period
Termination Date ”), upon the Challenge Period Termination Date, any and all such Challenges and objections by the Committee,
any chapter 11 or chapter 7 trustee appointed herein or in any Successor Case, and any other party in interest shall be deemed to be
forever waived and barred, and the Prepetition Secured Obligations of the Prepetition Secured Parties shall be deemed to be allowed secured
claims within the meaning of sections 502 and 506 of the Bankruptcy Code for all purposes in connection with the Chapter 11 Cases, and
the Claims Stipulations and the Roll-Up shall be binding on all creditors, interest holders and parties in interest. For the avoidance
of doubt, each DIP Lender shall be entitled to assert a Challenge, including with respect to the adjudication of any intercreditor issues,
which shall be subject to the procedures set forth in this Paragraph 7(a). If a chapter 7 trustee or a chapter 11 trustee is appointed
or elected during the Challenge Period, then the Challenge Period Termination Date with respect to such trustee only, shall be the later
of (i) the last day of the Challenge Period and (ii) the date that is thirty (30) days after the date on which such trustee is appointed
or elected. To the extent any such objection or complaint is filed prior to the Challenge Period Termination Date, the Claims Stipulations
shall nonetheless remain binding and preclusive except to the extent expressly challenged in such objection or complaint and only to
the extent such Challenge becomes a Successful Challenge. Upon a Successful Challenge as against any party, the Court shall fashion an
appropriate remedy, including with respect to DIP Roll-Up Loans to extent that the rolled-up Prepetition Obligations are the subject
of a Successful Challenge (which remedy may include, but not be limited to, unwinding or otherwise modifying the DIP Roll-Up Loans and/or
reinstating any Prepetition Secured Obligations). All rights, remedies or defenses of any party with respect to any Challenge are hereby
preserved. Notwithstanding any provision to the contrary herein, nothing in this Final Order shall be construed to grant standing on
any party in interest, including the Committee, to bring any Challenge on behalf of the Debtors’ estates. The failure of any party
in interest, including the Committee, to obtain an order of this Court prior to the Challenge Period Termination Date granting standing
to bring any Challenge on behalf of the Debtors’ estates shall not be a defense to failing to commence a Challenge prior to the
Challenge Period Termination Date as required under this Paragraph 7 or to require or permit an extension of the Challenge Period Termination
Date; provided , however , that if the Committee or any party in interest files a motion for standing to assert any Challenge
prior to the Challenge Period Termination Date (and provided that the relevant pleading asserting such Challenge is attached as an exhibit
to such motion), then the Challenge Period Termination Date shall be tolled, solely for such party in interest and solely with respect
to such Challenge set forth in the exhibit to such motion, until three (3) Business Days after the Court rules on such motion.

 (b)
The Committee is hereby granted sole and exclusive standing to investigate, prosecute, and settle any potential claims for a Manager
Advance (as defined in the applicable Management Agreement) (a “ Manager Advance Claim ”) and, for the avoidance
of doubt, the Debtors (or any party acting or seeking to act on behalf of the Debtors) are barred from bringing any Manager Advance Claims.
If the Committee (or any other party in interest with standing) fails to bring a Manager Advance Claim by the Challenge Period Termination
Date, it shall be deemed and hereby ordered that, as of the Petition Date, no Manager Advances were due and owing by the FBG
DIP Borrowers, the Twin DIP Borrower, or any other DIP Loan Party to any Manager under the Management Agreements, as applicable.

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 (c)
Subject to the proviso set forth in this Paragraph 7(c), no portion of the Carve-Out, no proceeds of the DIP Facility, the DIP
Collateral or DIP Loans, and no proceeds of the Prepetition Collateral (including Cash Collateral), may be used by any Debtor for
the payment of (i) the fees and expenses of any person incurred in investigating (except as set forth below), prosecuting,
challenging, or in relation to the Challenge against, the DIP Secured Parties or the Prepetition Secured Parties, including, without
limitation, any claim under Chapter 5 of the Bankruptcy Code, or any state, local or foreign law, in respect of the Prepetition
Secured Obligations or the DIP Obligations, or in preventing, hindering or delaying the realization by the Prepetition Secured
Parties or the DIP Secured Parties upon any Prepetition Collateral or DIP Collateral, respectively, or the enforcement of their
respective rights under this Final Order, any other DIP Document or any Prepetition Document, (ii) the fees and expenses of any
person incurred in requesting authorization, or supporting any request for authorization, to obtain postpetition financing (whether
equity or debt) or other financial accommodations pursuant to section 364(c) or (d) of the Bankruptcy Code, or otherwise, other than
(x) from the DIP Lenders or (y) if such financing is sufficient to indefeasibly pay and satisfy all DIP Obligations in full in cash
and such financing is immediately so used, (iii) the fees and expenses of any person incurred in connection with any claims or
causes of actions against the Releasees, including formal or informal discovery proceedings in anticipation thereof, and/or in
challenging any Prepetition Secured Obligations, DIP Obligations, Prepetition Liens, Adequate Protection Liens or DIP Liens, (iv)
the fees and expenses of any person (other than the Committee to the extent forth in the below proviso) incurred in investigating or
asserting any claims of a Debtor against any other Debtor, (v) the fees and expenses of any person (other than the Committee)
incurred investigating, analyzing, evaluating, or prosecuting Manager Advances or any claims related thereto, (vi) amounts related
to non-commercial travel by Andrew Wiederhorn, (vii) amounts to current or former officers or directors of the Debtors (or any other
family members of Andrew Wiederhorn) other than (w) ordinary course salary payments, (x) non-employee director fees and expenses,
(y) any amounts payable pursuant to the director agreements with Special Committee 12 members and (z) as may otherwise be
set forth in the Governance Agreement, and (viii) amounts on account of prepetition funded debt; provided , however ,
that no more than $150,000 of the proceeds of the DIP Facility, the DIP Collateral, DIP Loans, or Prepetition Collateral (including
Cash Collateral), any portion of the Carve-Out, or any other Debtor funds, may be used for allowed fees and expenses incurred by the
Committee prior to the Challenge Period Termination Date to investigate (but not to litigate, contest, initiate, assert, join,
commence, support or prosecute any Challenge, including by way of formal or informal discovery, with respect to), the validity,
enforceability, extent, perfection or priority of the Prepetition Secured Obligations, the Prepetition Documents so long as such
investigation occurs within the Challenge Period; provided , further , that the Committee shall not be subject to such
investigation cap with respect to its right to investigate, prosecute, and settle any Manager Advance Claim so long as such
investigation or Challenge occurs within the Challenge Period. For the avoidance of doubt, the foregoing limitations shall not (i)
prevent or otherwise limit the Debtors, the Committee and their respective professionals from being heard on whether a Termination
Event has occurred and is continuing, (ii) be construed as a cap or limitation on the amount of Allowed Professional Fees due and
payable by the Debtors or that may be allowed by the Court at any time (including on an interim basis), or (iii) prohibit the
Debtors’ use of the DIP Collateral, Prepetition Collateral, DIP Loans, Cash Collateral, proceeds of any of the foregoing, any
portion of the Carve-Out or any other funds to respond to investigations by the Committee.

 12
 “ Special Committee ”
 has the meaning ascribed to it in the Unanimous Written Consent of the Boards of FAT Brands Inc., Twin Hospitality Group Inc., and
 the SC Entities (as defined therein), attached as Exhibit A to the Debtors’ Preliminary Objection to Ad Hoc
 Group of Securitization Noteholders’ Emergency Motion for an Order (i)
 Temporarily Suspending Andrew Wiederhorn As Chief Executive Officer, (ii) Vesting Authority in the Debtors’ Special Committees,
 and (iii) Granting Related Relief [Docket No. 195].

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 8. Carve-Out .

 (a)
As used in this Final Order, the “ Carve-Out ” means the sum of: (i) all fees required to be paid by the Debtors
to the Clerk of the Court and all statutory fees payable to the U.S.
Trustee under section 1930(a) of title 28 of the United States Code, together with the statutory rate of interest (without regard to
the notice set forth in (iii) below); (ii) all reasonable and documented fees, costs and expenses up to $75,000 incurred by a trustee
for the Debtors under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent
allowed by the Court at any time, whether by interim order, final order, procedural order or otherwise, all unpaid fees, costs, and expenses
(including any transaction fees or success fees) (collectively, the “ Allowed Professional Fees ”) earned, accrued,
or incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code, including Latham
& Watkins LLP, Hunton Andrews Kurth LLP, Huron Consulting Group, GLC Advisors & Co. LLC and Pachulski Stang Ziehl & Jones
LLP (if retained with all parties’ rights to object to such retention fully preserved), and Steptoe LLP (if retained with all parties’
rights to object to such retention fully preserved) (collectively, the “ Debtor Professionals ”) at any time
before or on the first business day following the delivery by the DIP Agent of a Carve-Out Trigger Notice (as defined below), whether
allowed by the Court prior to or after delivery of a Carve-Out Trigger Notice and without regard to wheth…