Common use of Put Right Clause in Contracts

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time during following the Initial Put/Call Perioddate which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), Seller a holder may require FAT Brands give written notice (the "Put Notice") to purchase the Initial Put/Call Shares Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Initial Put/Call Price, Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the terms and subject to last Business Day immediately preceding the conditions later of this Section 3the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be delivered prior to the end redeemed. Promptly following receipt of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares Corporation shall take place on March 31, 2022. Subject provide written notice to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall holder setting forth (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities LawsPut Price, (ii) execute and deliver the place or places where certificates for such shares of Series B Preferred Stock are to FAT Brands a certificate in customary form containing only customary representations and warranties with respect be surrendered for payment of the Put Price, including any procedures applicable to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents repurchases to be accomplished through book entry transfers and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller that dividends on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate shares of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, Series B Preferred Stock to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ repurchased shall no longer have any rights cease to accumulate as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated herebyPut Date. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase all (but not less than all) of the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands at least 30 days’ prior written notice of its election to sell to FAT Brands the Initial Put Put/Call Shares or Secondary Put Shares, as applicable, (each, a the “Put Notice”), which Put Notice shall set forth the date and time of the closing (which shall be a Business Day); provided, however, that by written notice delivered to Seller prior to the end then scheduled date of the Initial Put closing, FAT Brands shall have the right on one or more occasions to defer then scheduled closing to a later date (which shall be a Business Day) but not beyond the last day of the Put/Call Period or the Secondary Put Period, except as applicableprovided in Section 3(f). (dc) The closing of the purchase and sale of the Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject ; provided that if the purchase and sale is subject to regulatory approval or requires third party consents or waivers pursuant to any material contract to which FAT Brands is bound, the closing date shall be extended to the timely delivery of a Put Noticedate that occurs five (5) Business Days after all such approvals, consents and waivers have been received (even if beyond the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022Period). (ed) At each Put/Call Closingthe closing, Seller shall, and shall cause the Permitted Transferees to, (i) deliver to FAT Brands instrument(s) of transfer, in customary formform and substance reasonably acceptable to FAT Brands, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Sharestransfer, as applicable, to FAT Brands free and clear of all Liens, Encumbrances (other than Liens arising under applicable securities LawsPermitted Equity Encumbrances), the Put/Call Shares, (ii) execute and deliver to FAT Brands a certificate in customary form and substance reasonably acceptable to FAT Brands containing only customary representations and warranties with respect to title to, to and ownership of, of the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (fe) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or (it being agreed by Seller that it shall be responsible to disburse such amount among the Secondary Permitted Transferees who are selling Put/Call PriceShares). Payment, as applicable. Payment after deducting all tax and other required withholdings, shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the closing. (f) Notwithstanding Section 3(b), by written notice delivered to Seller prior to the end of the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and Period, FAT Brands does not make shall have the Initial option to defer the closing until up to 120 days following the end of the Put/Call Period (and, for avoidance of doubt, Seller and the Permitted Transferees shall remain the owners of the Put/Call Shares until the closing). In such event, the Put/Call Price or shall be deemed to accrue interest from the Secondary Put/Call Price, as applicable, available to Seller on period between the applicable end of the Put/Call Closing date, and the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest closing at the rate of 105.0% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occursannum, which interest shall be payable in cash monthly on at the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable closing together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (hg) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial consideration for the Put/Call Price and/or the Secondary Put/Call Price, as applicable, Shares to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ and the Permitted Transferees shall no longer have any rights as a holder holders of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time during From and after the Initial Put/Call Period, Seller may require FAT Brands to purchase date that is the Initial Put/Call Shares at a price equal to first anniversary of the Initial Put/Call Price, on Closing Date (the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put NoticeRedemption Date”), which Sellers’ Representative shall have the right (the “SR Put Notice shall be delivered prior Right”) to require Parent to pay to the end Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Initial Put Period Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or all of the Secondary Put PeriodStock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of such date) held in the Stock Escrow Account and/or the Indemnity Escrow Account, respectively, as applicable. specified by the Sellers’ Representative in a written notice (da “Seller Notice”) The Put/Call Closing delivered to Parent (the number of SFX Shares so specified in the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Seller Notice, the Put/Call Closing “Redemption Shares”), an amount equal to Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). Upon delivery of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Seller Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver Parent and Sellers’ Representative shall instruct the Escrow Agent to FAT Brands instrument(s) of transferrelease the Redemption Shares to Parent, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, Parent shall promptly pay to Seller (or as directed by) the Initial Put/Call Price or the Secondary Put/Call PriceSellers’ Representative, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an the account designated or accounts specified by the Sellers’ Representative in the Seller at least two Notice, the Redemption Price. If the Redemption Price is not paid in accordance with the terms hereof within ten (210) Business Days prior to following Parent’s receipt of the Put/Call Closing. (g) If Seller satisfies Notice, then the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Redemption Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest be increased at the a rate of 10% per annum (compounded quarterly) until the consummation of such transaction. (b) Without duplication of the SR Put Right, if either (x) as of the Redemption Date, or (y) following the Redemption Date but prior to the exercise of the SR Put Right pursuant to Section 4.3(a), the Stock Consideration has been distributed to the Sellers, then each Seller shall have the right to require Parent to repurchase any or all the SFX Shares (except those SFX Shares that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144) then-held by such Seller at a price per share of Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock). If such repurchase is not consummated within ten (10) Business Days of Parent’s receipt of a written notice of repurchase delivered by such Seller, then the per share price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such repurchase. (c) For the avoidance of doubt, the rights contemplated by Section 4.3(a) and Section 4.3(b) shall survive with respect to any portion of the Stock Consideration not registered for resale in, or concurrently with, the SFX Qualified IPO, until the earlier to occur of (i) the date upon which such shares are registered in a Resale Registration, or (ii) such shares are eligible for resale under Rule 144. Upon the exercise of the rights set forth in Section 4.3(a) or 4.3(b), as the case may be, Parent shall apply all of its assets to make the payments contemplated thereby and to no other corporate purpose, except to the extent prohibited by the DGCL. (d) Parent hereby covenants and agrees to (i) use commercially reasonable efforts to include the Stock Consideration (in all cases in this subsection, including the Indemnity Escrow Shares) in the SFX Qualified IPO or concurrent Resale Registration, (ii) include the Stock Consideration in the SFX Qualified IPO (or concurrent Resale Registration) on a pro rata basis with shares of SFX Common Stock that have been transferred as consideration for other acquisitions by Parent, (iii) following the applicable Lock-Up period required by the managing underwriter of the SFX Qualified IPO, use commercially reasonable efforts to file a registration statement with the SEC for the resale registration (“Resale Registration”) of any unregistered shares of Stock Consideration except those eligible for resale under Rule 144, (iv) use commercially reasonable efforts to cause the registration statement filed with respect to the proposed SFX Qualified IPO (or Resale Registration, as applicable) to become effective promptly and to remain effective until the earlier of two years or until all shares of Stock Consideration registered thereunder have been disposed of by Sellers or Sellers’ Representative, as applicable, (iv) furnish, as far in advance as possible but in no event less than five (5) Business Days before filing a registration statement in connection with the SFX Qualified IPO (or Resale Registration, as applicable), a copy of the registration statement and prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the Sellers’ Representative, and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Sellers’ Representative may reasonably propose, and Parent shall not file any such document to which the Sellers’ Representative objects in writing, unless in the reasonable judgment of Parent’s counsel such filing is necessary to comply with applicable Law, (iv) promptly notify in writing the Sellers’ Representative of the receipt by Parent of any comments by or notifications from the date SEC with respect to such Put/Call Closing should have occurred until registration statement or prospectus or any amendment or supplement thereto, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (v) furnish to the Sellers’ Representative such information as the Sellers’ Representative may reasonably request from time to time regarding the Surviving Company or the SFX Qualified IPO, (vi) notify the Sellers’ Representative or Sellers, as applicable, on a timely basis at any time when a prospectus relating to the Stock Consideration or any document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the Sellers’ Representative prepare and furnish to each Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such Stock Consideration, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) furnish to each Seller such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Seller may reasonably request in order to facilitate the public sale or other disposition of such Seller’s portion of the Stock Consideration, as applicable. All expenses incurred in connection with the SFX Qualified IPO or Resale Registration (including expenses incurred by Sellers’ Representative in connection with the transactions contemplated by this Section 4.3(d)) shall be borne and paid by Parent. On the date on which such Put/Call Closing actually occursthe registration statement with respect to the SFX Qualified IPO or Resale Registration is declared effective by the SEC, which interest the Parent shall promptly deliver a written notice to the Sellers’ Representative notifying the Sellers’ Representative that the registration statement with respect to the SFX Qualified IPO or Resale Registration has been declared effective. Parent hereby represents, warrants and covenants that the Sellers shall have registration rights at least as favorable as the registration rights granted to any other holder of Secondary Shares. (e) If, in connection with the SFX Qualified IPO, the Stock Consideration is required by the managing underwriter to be subject to a restriction on transfer for a specified period of time following the pricing of the SFX Qualified IPO (a “Lock-Up”) then, Parent shall promptly deliver written notice to the Sellers’ Representative with respect to the terms of the Lock-Up (including a copy of any agreement to be entered into in connection with the Lock-Up); provided, however, that Parent shall not agree to any Lock-Up, and shall cause Holder not to agree to any Lock-Up, with respect to the Stock Consideration (and neither the Sellers nor Sellers’ Representative shall be payable required to enter into any Lock-Up with respect to the Stock Consideration), unless all other holders of Secondary Shares and senior management of Parent shall be subject to a Lock-Up of at least the same duration, and shall participate in cash monthly the Lock-Up on the first day same terms, as the Sellers. (f) Following an SFX Qualified IPO, Parent shall use commercially reasonable efforts to comply with the “current public information” requirement of each month each calendar month until subsection (c) of Rule 144. Parent shall cooperate with the date Sellers’ Representative and Sellers, as applicable, in providing information necessary to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of such Put/Call Closing upon which any such unpaid interest Rule 144. For the purposes of this Section 4.3, the availability of Rule 144 for shares of Stock Consideration shall be paid and payable together with as determined by the Initial Put/Call Price advice of counsel to the Sellers’ Representative or the Secondary Put/Call PriceSellers, as applicable. (hg) If FAT Brands makes availableParent shall not, at and shall cause its Affiliates not to, (i) prior to the time and place and in Closing, issue or make any public release or announcement with respect to the amount and form provided hereinTransactions, or otherwise disclose any information relating to the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as Transactions or include a holder description of the Initial Put/Call Shares Transactions or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery any of the requisite instruments terms of transfer contemplated herebythis Agreement in any public filing, in each case, without the prior written consent of the Sellers’ Representative, or (ii) enter into any agreement, including any credit agreement, or take any action that would, or would reasonably be expected to, impair Parent’s or Buyer’s ability to comply with its obligations hereunder. (ih) Notwithstanding the foregoing or anything contained herein to the contrary, if Seller exercises its put right if, prior to the date upon which all of the Stock Consideration is registered for resale in accordance or concurrently with this Section 3an SFX Qualified IPO, FAT Brands does not make registered in a Resale Registration, or eligible for resale under Rule 144, Parent enters into an agreement for the Initial Put/Call Price acquisition by any third-party purchaser (or group of purchasers), directly or indirectly, of beneficial ownership of more than 50% of the voting power of the voting stock of Parent (including by merger or consolidation) or the Secondary Put/Call Pricesale of substantially all of the assets of Parent to a third-party in one or a series of related transactions, then the exercise of the rights set forth in Section 4.3(a) or 4.3(b) shall automatically accelerate and become exercisable by the Sellers’ Representative and Sellers, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (1) The Vendors shall have the right to require the Investor to purchase from the Vendors all but not less than all the Call Option Shares (the “Put Right”) then owned by the Vendors, on a proportional basis as set out in Schedule 2.2. (2) The Put Right shall be exercisable by the Vendors: (a) At at any time during after the six (6) month and before the twelve (12) month anniversary of the Initial Put/Call PeriodClosing Date, Seller may provided that the Registration Approval has been received by the Corporation; or (b) at any time after the twelve (12) month anniversary and before the thirteen (13) month anniversary of the Initial Closing Date, irrespective of whether Registration Approval was received by the Corporation, by delivering a Put Right exercise notice to the Investor, in accordance with Section 12.1, specifying that the Vendors wish to exercise the Put Right and require FAT Brands the Investor to purchase all of the Initial Put/Call Option Shares from the Vendors on a proportional basis as set out in Schedule 2.2. (3) During the term of the Tag-Along Investment Agreement, the Put Right may not be exercised unless the Tag-Along Put Right is exercised concurrently by the Tag-Along Vendors. The exercise of the Put Right shall be subject to approval by one or more Vendors and Tag-Along Vendors (the “Vendor Majority”) holding in aggregate, at the time of reference, at least a price equal majority of the votes attached to the Initial Put/Call PriceOption Shares and Tag-Along Call Option Shares then issued and outstanding and which have not been purchased by the Investor. For greater certainty, if the exercise of the Put Right and the Tag-Along Put Right is approved by a Vendor Majority, both the Put Right and the Tag-Along Put Right will be exercised, and such exercise shall be binding on all of the terms Vendors under this Agreement, and subject the Tag-Along Vendors under the Tag-Along Agreement. (4) Upon receipt of a Put Right exercise notice, the Investor shall be obligated to purchase from the Vendors and the Vendors shall be obligated to sell, assign and transfer to the conditions Investor all of the Call Option Shares then owned by them, at the Put Share Price per Call Option Share in accordance with this Section Article 3. (b5) At any time during The number of Call Option Shares to be sold by the Secondary Put/Vendors to the Investor under this Section 3.2 shall be decreased, to the extent required, on a proportionate basis, based on the percentage that the number of Coinsquare Shares owned by such Vendor represent of the total number of Coinsquare Shares owned by the Vendors and the Tag-Along Vendors, adjusting for the number of Tag-Along Option Shares to be sold by the Tag-Along Vendors to the Investor under the Tag-Along Investment Agreement on exercise of the Tag-Along Put Right, such that the aggregate number of Coinsquare Shares purchased by the Investor under the Put Right and the Tag-Along Put Right shall in no event be greater than the total number of Call PeriodOption Shares which are subject to the Put Right. For greater certainty, Seller may require FAT Brands it is acknowledged and agreed that the Investor shall have no obligation to purchase from the Secondary Put/Call Vendors in respect of the exercise of a Put Right and the Tag-Along Vendors in respect of the exercise of the Tag-Along Put Right, in the aggregate, more than the number of Coinsquare Shares at a price equal to the Secondary Put/number of Call Price, on the terms and subject to the conditions of this Section 3Option Shares. (c6) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands In this Agreement, the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice Share Price” shall be delivered prior equal to, subject to the end of the Initial Put Period or the Secondary Put PeriodSection 3.4, as applicable$7.75 per Call Option Share. (d7) The Put/Call Closing Put Right shall expire upon the earlier of: (a) the date upon which the Investor has acquired from the Vendors and the Tag-Along Vendors pursuant to the due exercise of the Initial Put Call Option and the Tag-Along Call Option, respectively, in the aggregate, the number of Coinsquare Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject equal to the timely delivery number of a Put Notice, Call Option Shares as set out in Section 3.1(1); and (b) the Put/Call Closing of date that is 13 months after the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022Date. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At From and after the Closing, Xmark shall have the transferable right (the “Put Right”) at its option, exercisable as specified herein, to require Photogen to repurchase any time during or all of the Initial Put/Call PeriodStandstill Shares, Seller may require FAT Brands to purchase the Initial Put/Call Accrued Interest Shares, the Default Shares, the Interest Shares, any Late Payment Shares (as defined below) and any Late Registration Shares (as defined below) (collectively, the “Redeemable Shares”) at a repurchase price equal of $1.00 per share (subject to adjustment in the Initial Put/Call Priceevent of any stock split, stock dividend, reverse stock split, recapitalization or reclassification of the Photogen Common Stock occurring on or after the date hereof). The Put Right shall expire on 5:00 p.m., New York time, on the terms and subject to second anniversary of the conditions of this Section 3Closing Date (the “Expiration Date”). (b) At Prior to the Expiration Date, the Put Right shall be fully exercisable at any time during from and after the Secondary Put/Call Periodearlier to occur of (i) the 13 month anniversary of the Closing Date and (ii) the completion by Photogen after the date hereof of one or more institutional financings resulting in aggregate gross proceeds to Photogen of at least $20 million (the earlier of such dates, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3“Full Exercise Date”). (c) If Seller desires the Closing occurs, prior to exercise its rights under Section 3(athe Full Exercise Date, the Put Right will be exercisable in four (4) or Section 3(bequal quarterly installments commencing on the 90th day after the Closing Date (the “Initial Exercise Date”); provided, however, that Photogen shall not be obligated (i) Seller shall give FAT Brands written notice to repurchase more than an aggregate of its election one-quarter of the Redeemable Shares in any consecutive 90-day period, subject to sell to FAT Brands adjustment as provided below (the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put NoticeQuarterly Amount”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute have the right not to comply with any Put Right (and deliver accordingly not to FAT Brands a certificate repurchase the Shares covered by such Put Right) by notifying Xmark in customary form containing only customary representations and warranties with respect writing (the “Shortfall Notice”) that Photogen, by action of its Board of Directors, has determined in good faith that the Financing Condition (as defined below) is not satisfied. Photogen shall use its commercially reasonable efforts to title to, and ownership of, cause the Initial Put/Call Shares or the Secondary Put/Call Shares, Financing Condition to be met as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions soon as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from practicable after the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided hereof. As used herein, the Initial Put/Call Price and/or the Secondary Put/Call Priceterm “Financing Condition” means that Photogen has sufficient cash, as applicablebased on its current Board approved operating plan, to be purchased in accordance with this Section 3, then from satisfy its operating and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, working capital requirements for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectimmediately succeeding 18-month period.

Put Right. Seller has decided not to exercise the Put Right in the First Put Window and, subject to its receipt of the Purchase Price hereunder, hereby waives its right to do so (it being understood that such waiver is limited to the First Put Window and shall not in any way limit or modify Seller’s right to exercise the Put Right in the Second Put Window with respect to the collective Interests held by the NSM Members at such time). The parties hereby agree that: (a) At any time upon the transfer of the Transferred Interest to Buyer, for purposes of calculating the Put Price in accordance with Section 8.1(b) of the LLC Agreement, the sum of all cash contributions made by Seller with respect to Seller’s Remaining Interest through the date hereof is equal to [***]; (b) through the date hereof, the amount accrued pursuant to Section 8.1(b)(ii) of the LLC Agreement on the contributions set forth in clause (a) above is [***]; (c) through the date hereof, no distributions have been made or deemed made to the NSM Members by the Company; (d) therefore, the NSM Return on Seller’s Remaining Interest would be [***] if the Put Price in respect of Seller’s Remaining Interest was paid to Seller on the date hereof; and (e) such amount shall continue to accrue with respect to Seller’s Remaining Interest as set forth in Section 8.1(b) of the LLC Agreement until the Put Price is actually paid (if the Put Right is exercised in the Second Put Window in accordance with Section 8.1(a) of the LLC Agreement). For the sake of clarity, if the Put Right is exercised pursuant to Section 8.1(a) of the LLC Agreement during the Initial Put/Call PeriodSecond Put Window, Seller may require FAT Brands the amount referred to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions in clause (e) of this Section 3.10 shall accrue as follows: (bi) At any time solely for the purposes of calculating that portion of the NSM Return generated during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, period commencing on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to first day after the end of the Initial First Put Period or Window and until the Secondary Put Period, as applicable. (d) The Put/Call Closing date of exercise of the Initial Put Shares or Secondary Put SharesRight, as applicableat [***] per annum, shall take place virtually via the exchange of executed documents compounded annually, and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, solely for the Initial Put/Call Shares or purposes of calculating that portion of the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with NSM Return generated during the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller period commencing on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until Put Right is exercised and to the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Put Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes availableis actually paid, at the time and place and in weighted average per annum return on the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, NSM Capital as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights calculated as a holder of the Initial Put/Call Shares or Secondary Put/Call Sharesdate the Put Right is exercised, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated herebycompounded annually. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. For the purposes of this Section 6.9, a "Co-Lender Loan Default" shall mean and include (a) At any time failure of the Co-Lender Loan to have been indefeasibly paid in full by March 1, 2006, other than by reason of Purchaser's having granted an extension or waiver to the borrower under the Co-Lender Loan ("Borrower") of the maturity date under the Co-Lender Loan that was not consented to by Seller, and/or (b) any Event of Default (under and as such term is defined in the Credit Agreement respecting the Co-Lender Loan). Following and during the Initial Put/Call Periodcontinuation of a Co-Lender Loan Default, Purchaser shall have the right to sell, and Seller may require FAT Brands shall have the obligation to purchase purchase, the Initial Put/Call Shares at Co-Lender Loan for a price equal to the Initial Put/Call Pricetotal principal (not to exceed Eighteen Million Two Hundred Thousand Dollars ($18,200,000) and accrued interest outstanding as of the date of the purchase and sale of the Co-Lender Loan pursuant hereto. Purchaser shall exercise its rights hereunder by giving notice to Seller (a "Co-Lender Loan Default Notice") setting forth (i) the circumstances of the Co-Lender Loan Default, on (ii) the terms outstanding principal balance due under the Co-Lender Loan, (iii) the accrued interest thereon, and subject which notice shall be accompanied by supporting documentation (as to the conditions of this Section 3. a Co-Lender Loan Default under clause (b) At any time during above) reasonably satisfactory to Seller and a certificate of the Secondary Put/Call Periodchief executive officer or chief financial officer of Purchaser certifying as to items (i), (ii) and (iii) of such Notice. No Co-Lender Loan Default Notice may be given after March 30, 2006. Upon the giving of a Co-Lender Default Notice as so provided, then within thirty (30) days of Seller's receipt thereof Purchaser shall sell and Seller may require FAT Brands to shall purchase the Secondary Put/Call Shares at Co-Lender Loan for a price equal to the Secondary Put/Call Price, on the terms total principal (not to exceed $18,200,000) and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, accrued interest outstanding as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or sale date under the Secondary Put Period, as applicable. (d) Co-Lender Loan. The Put/Call Closing sale of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations Co-Lender Loan to Seller under this Section 3 with respect 6.9 shall be on an "AS IS" basis, without any representations or warranty of any kind other than as to the Initial Put/Call Shares or authority of the Secondary Put/Call SharesPurchaser to make the sale, and conditioned only on Purchaser signing and delivering to Seller such documentation as applicable, shall terminate is reasonably required to cause the assignment by Purchaser to Seller of all of the applicable loan documents and be of no further force and effect unless (x) rights related to the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for Co-Lender Loan. For the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may shall have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller no obligation under this Section 3 6.9 in the event Purchaser grants any extension or waiver to the Borrower of the maturity date under the Co-Lender Loan that was not consented to by Seller. From and after Closing, Purchaser shall provide Seller with copies of any information received in respect of the status of the Co-Lender Loan or Borrower, to the extent not so terminate and shall remain in full force and effectprohibited under the Credit Agreement respecting the Co-Lender Loan or by applicable Legal Requirements.

Put Right. (a) Put of the Series A Preferred Units. At any time during from and after the Initial Put/Call PeriodPut Right Commencement Date, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands upon written notice of its election to sell to FAT Brands (the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”) to the Company, the Requisite Series A Preferred Holders may elect to require the Company to purchase, out of funds lawfully available therefor, all (but not less than all) of the outstanding Series A Preferred Units (the “Put Right”). Any exercise of the Put Right shall be at a price per Series A Preferred Unit (the “Put Price”) equal to the Series A Preferred Issue Price plus the Accrued Preferred Return applicable to such Series A Preferred Unit up to and including the applicable Put Date. The Company shall purchase, out of funds lawfully available therefor, all the Series A Preferred Units subject to the Put Right in three equal annual installments (without interest, except as otherwise provided for herein) as follows: the first installment shall be made no later than ninety (90) days following the Company’s receipt of the Put Notice; the second installment shall be made no later than one year following the Company’s receipt of the Put Notice; and the third Execution Copy installment shall be made no later than two years following the Company’s receipt of the Put Notice (the dates of each such installment being referred to herein as a “Put Date” and the Series A Preferred Units to be purchased on such Put Date, the “Put Units”), which provided that the exercise of the Put Notice Right shall be delivered not limit the proceeds payable pursuant to Section 3.2 to the Holders of Series A Preferred Units upon a Liquidation or Deemed Liquidation Event completed prior to the end payment in full of the Initial Put Period or Price with respect to any of the Secondary Put PeriodUnits that have not, as applicable. (d) The Put/Call Closing of the Initial Put Shares closing of such Liquidation or Secondary Put SharesDeemed Liquidation Event, as applicable, shall take place virtually via been repurchased in accordance with this Section 2.3. If the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of Company does not have sufficient funds legally available to purchase on the applicable closing date. Subject to the timely delivery of a Put NoticeDate all applicable Put Units, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall Company (i) deliver shall use all commercially reasonable efforts to FAT Brands instrument(s) of transferacquire such funds promptly (including, in customary formwithout limitation, sufficient engaging an investment bank reasonably acceptable to transfer the Initial Put/Call Shares and Requisite Series A Preferred Holders as the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities LawsCompany’s financial advisor), (ii) execute and deliver to FAT Brands shall purchase a certificate in customary form containing only customary representations and warranties with respect to title topro rata portion of each Series A Preferred Holder’s Put Units out of funds legally available therefor, and ownership ofbased on the respective number of Put Units held by each such Series A Preferred Holder, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute shall purchase the remaining such other customary certificates Put Units as soon as practicable after the Company has funds legally available therefor and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (fiv) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make any distribution of Available Cash On Hand pursuant to Section 3.1 unless and until all such remaining Put Units have been repurchased. The Put Price for any Put Units not purchased by the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller Company on the applicable Put/Call Closing date, Put Date shall be recalculated to an amount equal to the Initial Put/Call original Put Price or the Secondary Put/Call Price, as applicable, shall accrue plus interest at the rate of 10% eight percent (8%) per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occursannum, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Pricecompounded annually, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then accruing daily from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have the applicable Put Date. By written notice to the Company, the Requisite Series A Preferred Holders may elect to rescind the Put Notice at any rights time with respect to any and all Put Units for which the Put Price has not been paid in full as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment time of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) notice. Notwithstanding the foregoing or anything contained herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does any Series A Preferred Units which are not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (repurchased upon a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, Date shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions remain outstanding for all purposes of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force be entitled to all rights and effectprivileges specified herein until such Series A Preferred Units are actually repurchased by the Company.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal prior to the Initial Put/Call Pricethird anniversary of the Effective Date, the affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (the “Put Option”) to Strategic REIT all (but not less than all) of the outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), on the terms and subject to the conditions provisions of this Section 39.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) At The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any time during the Secondary Put/Call Periodpartial year), Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Priceaverage daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the terms sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any loans or advances to any of such entities, and subject payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the conditions Services Agreement (but excluding any expense reimbursement), any return of this Section 3capital from the Company or EH Condominium Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (c) If Seller desires the Put Holders elect to exercise its rights under Section 3(a) or Section 3(b) Seller the Put Option, the closing of the Put Option shall give FAT Brands written notice be consummated as soon as practical following the delivery of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which but in any event after the Put Notice shall be delivered Effective Date and prior to the end of date that is thirty (30) days following the Initial Put Period or Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Secondary Put Period, Holders as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall to: (i) deliver ownership, title, authority to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares sell and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, like regarding the Equity Interests; (ii) execute and deliver to FAT Brands a certificate the absence of any assets or liabilities of any kind in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than the right of Seller to receive payment of such consideration in accordance herewith) those arising under this Agreement and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) limited liability company agreements of transfer with respect thereto have been delivered as required herebyEH DTRS Holdings and EH Condominiums Holdings); provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (xiii) the assignee thereof agrees absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in writing to be bound by the terms Company, EH DTRS Holdings and conditions of this Agreement in place of Seller EH Condominiums Holdings); and (yiv) Seller, on behalf the qualifications of itself ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and not, for their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH DTRS Holdings, EH Condominiums Holdings or any of their respective Subsidiaries. Strategic REIT shall be entitled to receive such transferee other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (d) Strategic REIT shall pay the Put Price by issuing and assignee delivering to the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to the aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and without implicating such transferee’s similar transactions) and assignee’s rights hereunderthe twenty (20) waives any and all claims day volume-weighted average price of any type Seller may have for matters related a share of Common Stock as of the date of the Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to its rights hereunder the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to such the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or in any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares for periods of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the rules of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock. (f) Upon the date of the Put Notice, all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to such salethe date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, in which case FAT Brands’ (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be a member of this Company and shall have no further obligations hereunder (but shall continue to Seller have its rights under this Section 3 shall not so terminate and shall remain in full force and effect9.06).

Put Right. (a) At If a Registration Statement is not declared effective with respect to all of the Registrable Securities included in the Registration Rights Notice by the expiration of the Registration Period for any time during reason (including due to the Initial Put/Call Periodfailure to file the Registration Statement with the Securities and Exchange Commission), Seller may each participating Holder (as defined in the Registration Rights Agreement) shall have the irrevocable right (the “Put Right”), exercisable by written notice (the “Put Notice”) to the Exchangor (except as otherwise provided in the last sentence of this Section 6.1.2(a)), to require FAT Brands the Exchangor to promptly purchase all or, if designated in the Initial Put/Call Shares Put Notice, a specified portion of the Registrable Securities included in the Registration Rights Notice (which includes, in the event that a Registration Statement is declared effective with respect to less than all of the Registrable Securities included in the Registration Rights Notice, the portion of such Registrable Securities not covered by the Registration Statement) from such Holder or Holders at a price per share equal to the Initial Put/Call PriceWeighted Average Price of such Registrable Securities as of the Exchange Closing Date pursuant to which such Holder or Holders received such Registrable Securities; provided that, on or prior to such date, the terms and subject applicable Holder or Holders shall have given notice to the conditions Exchangor of such Holder’s or Holders’ intention to exercise its registration rights with respect to such Registrable Securities, and provided further that the Put Right may only be exercised once by each Holder with respect to any proposed Registration Statement. Notwithstanding anything to the contrary in this Agreement, if the Holder(s) have for any reason failed to deliver a Put Notice with respect to a Put Right within 10 Business Days after the applicable Registration Rights Period, such Put Right shall be deemed exercised by the Holder(s) with respect to all of the Registrable Securities to which such Put Right applies, and Exchangor shall promptly purchase all such Registrable Securities in accordance with this Section 36.1.2(a). (b) At any time during Payments made by the Secondary Put/Call Period, Seller may require FAT Brands to purchase Exchangor in connection with the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment Right shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds in U.S. Dollars to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest Holder in writing to Exchangor and shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which made without any such unpaid interest shall be paid and payable together with the Initial Put/Call Price deduction, withholding or the Secondary Put/Call Priceset-off, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (Holder so designates a “Put Default”)non-U.S. account, Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any then such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, Holder shall terminate and be of no further force and effect unless solely responsible for (x) all Taxes and banking fees and charges of Exchangor in connection therewith to the assignee thereof agrees in writing to be bound by the terms extent such Taxes or banking fees and conditions of this Agreement in place of Seller charges would not have been imposed on Exchangor if a U.S. bank account had been designated and (y) Seller, on behalf of itself and not, for in the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims case of any type Seller may Taxes, banking fees and charges that would have for matters related to its rights hereunder with respect to such shares for periods prior to such salebeen imposed on Exchangor if a U.S. bank account had been designated, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectany increase thereof as a result of the designation of a non-U.S. account.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal prior to the Initial Put/Call Pricethird anniversary of the Effective Date, the affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (the “Put Option”) to Strategic REIT all (but not less than all) of the outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), on the terms and subject to the conditions provisions of this Section 39.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. 40 The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) At The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any time during the Secondary Put/Call Periodpartial year), Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Priceaverage daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the terms sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH DTRS Holdings, any loans or advances to any of such entities, and subject payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the conditions Services Agreement (but excluding any expense reimbursement), any return of this Section 3capital from the Company or EH Hotel Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (c) If Seller desires the Put Holders elect to exercise its rights under Section 3(a) or Section 3(b) Seller the Put Option, the closing of the Put Option shall give FAT Brands written notice be consummated as soon as practical following the delivery of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which but in any event after the Put Notice shall be delivered Effective Date and prior to the end of date that is thirty (30) days following the Initial Put Period or Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Secondary Put Period, Holders as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall to: (i) deliver ownership, title, authority to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares sell and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, like regarding the Equity Interests; (ii) execute and deliver to FAT Brands a certificate the absence of any assets or liabilities of any kind in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than the right of Seller to receive payment of such consideration in accordance herewith) those arising under this Agreement and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) limited liability company agreements of transfer with respect thereto have been delivered as required herebyEH DTRS Holdings and EH Hotel Holdings); provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (xiii) the assignee thereof agrees absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in writing to be bound by the terms Company, EH DTRS Holdings and conditions of this Agreement in place of Seller EH Hotel Holdings); and (yiv) Seller, on behalf the qualifications of itself ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and not, for their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH DTRS Holdings, EH Hotel Holdings or any of their respective Subsidiaries. Strategic REIT shall be entitled to receive such transferee other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (d) Strategic REIT shall pay the Put Price by issuing and assignee delivering to the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to the aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to be equitably adjusted to 41 reflect any stock splits, reverse stock splits, stock dividends and without implicating such transferee’s similar transactions) and assignee’s rights hereunderthe twenty (20) waives any and all claims day volume-weighted average price of any type Seller may have for matters related a share of Common Stock as of the date of the Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to its rights hereunder the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to such the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares for periods of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the rules of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock. (f) Upon the date of the Put Notice all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to such salethe date of the Put Notice shall remain outstanding and not be effected by delivery of the Put Notice or closing of the Put Option. Upon the Put Effective Date, in which case FAT Brands’ (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be a member of this Company and shall have no further obligations hereunder (but shall continue to Seller have its rights under this Section 3 shall not so terminate and shall remain in full force and effect9.06).

Put Right. (a) At Within sixty days after the end of the Deadlock Period without resolution of a Deadlock, after complying with the resolution procedures set forth in Section 11.1 hereof, provided such Deadlock occurs after the third anniversary of the Formation Date, UA may deliver notice to the Company and ▇▇▇.▇▇▇ (the "Put Notice") stating that UA is exercising its option to put all, but not less than all, of its Interest in the Company to ▇▇▇.▇▇▇ (the "Put Option"). Upon the receipt of the Put Notice, ▇▇▇.▇▇▇ and UA shall jointly determine the fair market value of UA's Interest, taking into account the fair market value of the Business of the Company as a going concern (the "Fair Market Value") and the sale of the Interest pursuant to the Put Option shall be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the procedures set forth herein, subject to any time during and all necessary regulatory or other approvals. If ▇▇▇.▇▇▇ and UA fail to agree as to the Initial Put/Call PeriodFair Market Value within fifteen (15) Business Days starting from the date of the Put Notice, Seller may require FAT Brands UA will engage an appraisal firm (the "First Appraiser") to appraise the Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "First Appraisal") no later than twenty (20) Business Days after being engaged. For a period of ten (10) Business Days following receipt of the First Appraisal, ▇▇▇.▇▇▇ will have the right to object to the First Appraisal by written notice to UA (the "FMV Objection Notice") and engage an appraisal firm (the "Second Appraiser"). ▇▇▇.▇▇▇ will cause the Second Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to ▇▇▇.▇▇▇ and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and ▇▇▇.▇▇▇ fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and ▇▇▇.▇▇▇ will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the two values determined by the appraisers whose determination of value is closest to each other from among the three appraisals. Determination of the Fair Market Value in the above manner will be final and binding on UA and ▇▇▇.▇▇▇. The cost of the First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by ▇▇▇.▇▇▇. The cost of the Third Appraiser, if any, will be shared equally by UA and ▇▇▇.▇▇▇. ▇▇▇.▇▇▇ shall have the right to assign its obligation to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions Interest of this Section 3UA. (b) At any time during the Secondary Put/Call Periodclosing of the sale of UA's Interest to ▇▇▇.▇▇▇ pursuant to the Put Option, Seller may require FAT Brands ▇▇▇.▇▇▇ shall issue and deliver to purchase UA a Promissory Note in the Secondary Put/Call Shares at a price principal amount equal to the Secondary Put/Call Price, on the terms and subject Fair Market Value as determined pursuant to the conditions of this Section 3. 11. The Promissory Note shall provide for the principal to be paid in five (c5) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Sharesequal quarterly installments, as applicabletogether with accrued but unpaid interest thereon, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(sinitial payment being six (6) of transfer, pay months after the final Fair Market Value has been established pursuant to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicableSection 11.2(a). Payment The Promissory Note shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue bear interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicableprime plus 1%. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (ai) At any time during and from time to time on or after November 1, 2007 (so long as it is not prohibited by, or would not otherwise result in a default under, the Initial Put/Call PeriodAmended Credit Agreement (as such term is defined in Section 2.12 of the Stock Purchase Agreement)) but not after the consummation of a Public Offering or a Sale of the Company, Seller may require FAT Brands upon the affirmative vote or written consent of the holders of a majority of the Preferred Securities then outstanding, the Company shall be required to purchase repurchase all (but not less than all) of the Initial Put/Call Shares outstanding Preferred Securities at the Repurchase Price (as defined below). Within 5 days following the affirmative vote or written consent referenced above, the holders of a price equal majority of the Preferred Stock then outstanding shall give written notice to the Initial Put/Call PriceCompany of the exercise of this right (an “Exercise Notice”) and promptly after receipt of the Exercise Notice, the Company shall send written notice thereof to all other Shareholders holding Preferred Stock. (ii) Within thirty (30) days after receipt of any Exercise Notice, the Company shall give written notice (the “Repurchase Notice”) to the holders of Preferred Securities, setting forth a reasonable approximation of the Fair Market Value of the Company at the time of such Repurchase Notice. Each holder of Preferred Securities shall be required to join in such repurchase on the same terms and conditions as set forth in the Exercise Notice. (iii) Promptly (but in any event within five (5) business days after the end of this 30-day period), the Company and the holders of a majority of the Preferred Securities to be repurchased shall determine the Repurchase Price as provided in Section 4(c) below, and (subject to the conditions provisions hereof) within ten (10) days after the determination of this Section 3. (b) At any time during the Secondary Put/Call PeriodRepurchase Price, Seller may require FAT Brands to the Company shall purchase and the Secondary Put/Call Shares holders of Preferred Securities shall sell all outstanding Preferred Securities at a price equal to mutually agreeable time and place; provided that the Secondary Put/Call PriceCompany may, on the terms at its option, require that such purchase and subject to the conditions sale of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice Preferred Securities occur effective as of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicablenext succeeding month. (hiv) If FAT Brands makes availableSubject to applicable law, in the event the Company does not have adequate funds available to fully repurchase all of the Preferred Securities pursuant to this Section 4 at the time and place and in scheduled for the amount and form provided hereinclosing of such purchase, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, Company shall repurchase from each holder of Preferred Securities to be purchased in accordance with this Section 3repurchased, their pro rata share of all Preferred Securities to be repurchased. The Company shall then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder use its best efforts (but subject to the fiduciary duties of the Initial Put/Call Shares or Secondary Put/Call Shares, as Board and applicable (other than law) to obtain adequate funds to satisfy the right remainder of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller repurchase obligation under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect4.

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs with respect to such Investor Shareholder, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor Shareholder votes against such Major Decision, (iii) such Investor Shareholder has the right to require DPL to purchase all of the Shares held by such Investor Shareholder pursuant to the terms of Section 10.4(c)(vi) of the Purchase Agreement or (iv) such Investor Shareholder or any of its Affiliates exercises a put right with respect to any other equity interest in the Company or Newco Beneficially Owned by such Investor Shareholder or any of its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of such Adverse Recovery Event, the approval of such Major Decision, the event giving rise to such right under Section 10.4(c)(vi) of the Purchase Agreement or the exercise of such put right shall constitute a “Put Triggering Event.” (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to DPL that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time during between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, each Put Right Shareholder shall have the Initial Put/Call Periodright, Seller may but not the obligation, to deliver a written notice to DPL and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require FAT Brands DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase all of the Initial Put/Call Shares at a price equal to then held by such Put Right Shareholder and its Affiliates (in each case, the Initial Put/Call Price“Put Shares”), on the terms in accordance with and subject to the conditions of and limitations set forth in this Section 3. 2.15(c) (bsuch purchase and sale of the Put Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case DPL (or, at DPL’s election, its Affiliate or a Third Party) At any time during the Secondary Put/Call Period, Seller may require FAT Brands will be required to purchase the Secondary Put/Call Put Shares at a price equal to in the Secondary Put/Call PricePut Sale, on the terms in accordance with and subject to the conditions of and limitations set forth in this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable2.15. (d) The Put/Call Closing Subject to Section 2.15(h), a Put Exercise Notice shall obligate DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Put Shares for a purchase price equal to the fair market value of the Initial Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event (or, in the event of a Put Triggering Event arising under Section 2.15(a)(iii), without taking into account the Put Triggering Event or Secondary any losses or damages resulting therefrom or caused thereby) and assuming closing of the Put SharesSale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the “Put Price”), that is determined as between DPL, on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, a Qualified Valuation Arbiter shall be selected jointly by DPL and the Put Right Shareholder to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g) and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d). If DPL and the Put Right Shareholder are unable to agree on a mutually acceptable Qualified Valuation Arbiter within such twenty-five (25)-day period, then each of DPL and the Put Right Shareholder shall select a Qualified Valuation Arbiter (the costs and expenses of which shall be borne by the Shareholder selecting such Qualified Valuation Arbiter). DPL and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date (in the case of a mutually selected Valuation Arbiter) or within five (5) days of the selection of each Qualified Valuation Arbiter, separately submit to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, on a confidential basis and on the basis of assumptions agreed between DPL and the Put Right Shareholder that are consistent with the provisions of this Section 2.15, the price which each of DPL and such Put Right Shareholder believes should constitute the Put Price. (ii) If the lower of the two prices submitted by DPL and the Put Right Shareholder to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the two prices. The Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, DPL and the Put Right Shareholder as promptly as reasonably practicable following its receipt of DPL’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of DPL and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, (x) in the case of a mutually selected Valuation Arbiter, the Valuation Arbiter and (y) in the case of the individually selected Qualified Valuation Arbiters, such Qualified Valuation Arbiters shall mutually select a third Qualified Valuation Arbiter and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d) and shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take place virtually via into account all relevant facts, circumstances and assumptions, including (a) the exchange existence of executed documents (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other deliverables generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between DPL and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by PDF DPL or other means the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of electronic delivery the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, DPL and wire transfer the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of funds the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, DPL and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on DPL and the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) At Subject to Section 2.15(h), DPL shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put/Call Closing, Seller shall Put Right Shareholder that DPL has either (i) deliver entered into a definitive acquisition agreement with a Third Party pursuant to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer which such Third Party shall acquire the Initial Put/Call Put Shares from such Put Right Shareholder and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, its Affiliates or (ii) execute and deliver elected to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title topurchase, and ownership ofor have its Affiliate purchase, the Initial Put/Call Shares or the Secondary Put/Call Put Shares. Such Put Right Shareholder and DPL and, as if applicable, authorizationsuch Third Party Buyer, execution shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, DPL and delivery of relevant documents and enforceability of such documents and (iii) execute such the applicable Investor Shareholder shall take all other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands necessary to consummate such transactions. Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (fincluding with third parties) FAT Brands shallas are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, concurrently warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the receipt closing of such instrument(s) a Put Sale, the purchaser of transfer, the Put Shares shall pay to Seller the Initial Put/Call Price or the Secondary Put/Call Put Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to an the account designated by Seller at least two (2) Business Days or accounts that the applicable Investor Shareholder shall designate to DPL prior to the Put/Call Closingsuch closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) If Seller satisfies Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the requirements set forth in Section 3(e) and FAT Brands does not make Put Shares, DPL shall pay such Investor Shareholder an amount equal to the Initial Put/Call Price or Daily Ticking Fee multiplied by the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate number of 10% per annum from days between the date such Put/Call Closing should have occurred until that is sixty (60) days after the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on Put Exercise Date and the first day of each month each calendar month until the date consummation of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicablePut Sale. (h) If FAT Brands makes available, at At any time within fifteen (15) days after the time and place and in determination of the amount and form provided herein, the Initial Put/Call final Put Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 32.15(d), then from an Investor Shareholder may deliver written notice to DPL and after the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such t▇▇▇ ▇▇▇▇▇▇ notice is so delivered, such Investor Shareholder shall no longer have be required to sell, and DPL shall no longer be obligated to purchase, or arrange for the purchase of, the Put Shares or pay any rights as Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a holder Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the payment of one-half of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) costs and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery expenses of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein Valuation Arbiter related to the contrary, if Seller exercises its put right in accordance with any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”2.15(h), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At Subject to the conditions set forth in paragraph (b), at any time during in the Initial Put/Call period between the Closing Date and the third anniversary of the Closing Date (the "Exercise Period"), Seller may the Purchaser shall have the right (the "Put Right") on one occasion, in its sole discretion, to require FAT Brands the Seller, or a Person designated by the Seller, to purchase from the Initial Put/Call Shares Purchaser all, but not less than all, of all of the Purchaser's right, title and interest in the shares of capital stock of Tuscarora Energy Corp. ("TEC"), currently owned by GEI (the "TEC Shares"), at a price equal of $18,900,000 (the "Put Price"), as adjusted in accordance with the next succeeding sentence. The Put Price shall be (i) reduced by the sum of (A) the amount of all cash distributions of any type received by TEC from Lockport from the Closing Date to the Initial Put/Call PricePut Closing Date (as defined below), on plus (B) the terms and subject fair market value of all non-cash distributions of any type received by TEC from Lockport from the Closing Date to the conditions Put Closing Date, plus (C) the amount of all payments from the Seller to any Indemnified Person (as defined in Section 5.3) pursuant to Section 5.1 from the Closing Date to the Put Closing Date, to the extent such payments under this Section 3subclause (C) arise from, are by reason of, or are in connection with, breaches of representations and warranties or covenants of the Seller herein relating to Lockport or TEC and (ii) increased by the amount of any capital contribution made to Lockport by TEC from the Closing Date to the Put Closing Date, provided that the aggregate increases in the Put Price due to capital contributions shall not be greater than the aggregate distributions previously received after the Closing Date by TEC from Lockport. Notwithstanding the foregoing, in no event shall the Put Price be greater than $18,900,000. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at It shall be a price equal condition precedent to the Secondary Put/Call Price, Purchaser's right to exercise the Put Right that on the terms date of exercise of the Put Right and subject to on the conditions Put Closing Date (as defined in paragraph (c)), TEC owns all of this Section 3the assets it owns as of the Closing Date. (c) If Seller desires the Purchaser wishes to exercise the Put Right, it shall give the Seller written notice thereof within the Exercise Period (the "Exercise Notice") together with a certificate of its rights under Section 3(aChief Financial Officer, in form and substance reasonably satisfactory to the Seller, (i) certifying the amounts, if any, either (x) received on or before the date of such notice by TEC or any Indemnified Person as described in subclauses (i)(A), (B) and (C) in paragraph (a) or Section 3(b(y) Seller shall give FAT Brands written notice of its election contributed by TEC to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, Lockport as applicable, described in clause (each, a “Put Notice”ii) in paragraph (a), which Put and (ii) stating that the conditions set forth in paragraph (b) have been satisfied as of the date of such certificate (the "Exercise Notice Certificate"). The purchase and sale of the TEC Shares shall be delivered prior to consummated within 20 business days following the end receipt by Seller of the Initial Exercise Notice (the "Put Period or the Secondary Put Period, as applicableClosing Date"). (d) The Put/Call Closing In order to confirm the information set forth in the Exercise Notice Certificate, between the date of the Initial receipt of the Exercise Notice by Seller and the Put Shares or Secondary Put SharesClosing Date, as applicablethe Purchaser shall, and shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject cause TEC and, to the timely delivery of a Put Noticeextent within Purchaser's control, Lockport, to permit the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject Seller and its agents and representatives to have access to the timely delivery Purchaser, TEC and Lockport, and each of a Put Noticetheir respective officers, auditors, books and records, upon reasonable notice and during normal business hours. All information so furnished to the Put/Call Closing of Seller shall be held in strict confidence by the Secondary Put Shares shall take place on September 30, 2022Seller. (e) At each Put/Call ClosingOn the Put Closing Date, Seller the Purchaser shall (i) deliver to FAT Brands instrument(s) provide a certificate of transferthe Chief Financial Official, in customary formform and substance reasonably satisfactory to the Seller, sufficient stating that the information set forth in the Exercise Notice Certificate is true and correct as if provided on and as of the Put Closing Date and (ii) convey to transfer the Initial Put/Call Shares and Seller ownership of all of the Secondary Put/Call SharesTEC shares, as applicable, to FAT Brands free and clear of all Liens, Claims (other than Liens arising under applicable securities Laws, (ii) execute Claims which exist at the time of the Closing). Contemporaneously with such provision and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership ofconveyance, the Initial Put/Call Shares or Seller shall deliver the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call adjusted Put Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call ClosingPurchaser. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time during within the Initial Put/ninety (90) day period immediately following the expiration of each Call PeriodRight Period which results from a Triggering Event occurring on December 31 only, Seller may the Transferring Member shall have the right, but not the obligation, to require FAT Brands the Company to purchase redeem all of the Initial Put/Call Shares held by the Transferring Member at one (1) or more closings (the “Put Right”), at a price equal determined in accordance with Section 11.8(b) below and on a date which is not more than ninety (90) days following the date on which notice of the Transferring Member’s exercise of the Put Right is provided to the Initial Put/Call PriceCompany (the “Put Right Notice Date”) unless otherwise mutually agreed upon by the parties to such redemption in writing (such redemption date, on the terms and subject to the conditions of this Section 3“Put Right Redemption Date”). (b) At any time during The purchase price for Shares being redeemed by the Secondary Put/Call Period, Seller may require FAT Brands Company pursuant to purchase an exercise of the Secondary Put/Call Shares at a price Put Right by the Transferring Member (the “Put Right Price”) shall be equal to the Secondary Putproduct of (i) the Profit/Call Price, on the terms and subject Loss Percentage with respect to the conditions Shares being redeemed as of this Section 3the Put Right Notice Date, times (ii) the Put-Call Value. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller Effective as of the Put Right Notice Date, automatically and without any action by any Person, all Shares held by the Transferring Member shall give FAT Brands written notice of its election to sell to FAT Brands become non-voting, the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice TriStone Manager shall be delivered prior deemed to the end of the Initial Put Period or the Secondary Put Period, have resigned as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title toManager, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased resigned as an Officer of the Company. (d) The parties to any redemption of Shares pursuant to this Section 11.8 shall close and settle on the Put Right Redemption Date at the offices of the Company’s legal counsel, unless otherwise mutually agreed upon by the parties to such redemption in accordance with writing. The Company shall on the applicable provisions hereofPut Right Redemption Date pay the Put Right Price to the Transferring Member, whether at the Company’s sole option and in its sole discretion, in the form of (i) a promissory note executed by the Company in favor of the Transferring Member, bearing interest on the unpaid principal balance at an annual rate equal to Prime Rate as of the Put Right Redemption Date plus one percent (1%), providing for five (5) equal annual principal and interest installments and amortization over a term of five (5) years, subject to prepayment in whole or not instrument(sin part at any time or times without penalty, and subject to acceleration upon a Change of Control, (ii) [Class B units] of transfer with respect thereto Allegiancy of equivalent value as of the Put Right Redemption Date, (iii) cash, or (iv) any combination of the foregoing. The Transferring Member shall on the Put Right Redemption Date deliver the certificates representing the Shares being redeemed to the Company properly endorsed in blank for transfer; provided, however, that if the Transferring Member fails to deliver such certificates on the Put Right Redemption Date, the Transferring Member shall for all purposes be deemed no longer to be a Member, and the Put Right Price that would have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, paid shall be deposited in a bank or with a nationally recognized an escrow agent or trust company with irrevocable instructions in customary form for delivery to the Transferring Member upon such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon SellerTransferring Member’s delivery of the requisite instruments of transfer contemplated herebycertificates or a lost Shares affidavit in a form acceptable to the Company. (ie) Notwithstanding Upon the foregoing or anything herein closing of a redemption pursuant to the contrary, if Seller exercises its put right in accordance with this Section 311.8, FAT Brands does not make the Initial Put/Call Price Company and the Remaining Members shall use reasonable efforts and take all steps reasonably necessary or prudent to obtain a release of the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon Transferring Member from any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound personal guarantee made by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims Transferring Member of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such saledebt, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectloan, contract, agreement, or obligation of the Company.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal prior to the Initial Put/Call Pricethird anniversary of the Effective Date, the affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put 41 Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (the “Put Option”) to Strategic REIT all (but not less than all) of the outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), on the terms and subject to the conditions provisions of this Section 39.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) At The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any time during the Secondary Put/Call Periodpartial year), Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Priceaverage daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the terms sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any loans or advances to any of such entities, and subject payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any payment received by Monroe or any of its Affiliates pursuant to the conditions Services Agreement (but excluding any expense reimbursement), any return of this Section 3capital from the Company or EH Hotel Holdings or EH Condominiums Holdings, and any repayment of loans or advances to such entities. (c) If Seller desires the Put Holders elect to exercise its rights under Section 3(a) or Section 3(b) Seller the Put Option, the closing of the Put Option shall give FAT Brands written notice be consummated as soon as practical following the delivery of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which but in any event after the Put Notice shall be delivered Effective Date and prior to the end of date that is thirty (30) days following the Initial Put Period or Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Secondary Put Period, Holders as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall to: (i) deliver ownership, title, authority to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares sell and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, like regarding the Equity Interests; (ii) execute and deliver to FAT Brands a certificate the absence of any assets or liabilities of any kind in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than the right of Seller to receive payment of such consideration in accordance herewith) those arising under this Agreement and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) limited liability company agreements of transfer with respect thereto have been delivered as required herebyEH Condominiums Holdings and EH Hotel Holdings); provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (xiii) the assignee thereof agrees absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in writing to be bound by the terms Company, EH Condominiums Holdings and conditions of this Agreement in place of Seller EH Hotel Holdings); and (yiv) Seller, on behalf the qualifications of itself ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and not, for their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH Condominiums Holdings, EH Hotel Holdings or any of their respective Subsidiaries. 42 Strategic REIT shall be entitled to receive such transferee other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (d) Strategic REIT shall pay the Put Price by issuing and assignee delivering to the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to the aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and without implicating such transferee’s similar transactions) and assignee’s rights hereunderthe twenty (20) waives any and all claims day volume-weighted average price of any type Seller may have for matters related a share of Common Stock as of the date of the Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to its rights hereunder the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to such the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares for periods of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the rules of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock. (f) Upon the date of the Put Notice all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to such salethe date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, in which case FAT Brands’ (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be a member of this Company and shall have no further obligations hereunder (but shall continue to Seller have its rights under this Section 3 shall not so terminate and shall remain in full force and effect9.06).

Put Right. (ai) At Upon any time during Terminated Employee Shareholder’s termination as a result of death or Disability, such Terminated Employee Shareholder (or his or her executor, trustee or representative in the Initial Put/Call Periodcase of death or Disability) shall have the option to sell (the “Put Right”) and if such option is exercised the Company shall purchase, Seller may require FAT Brands to all or any portion of such Terminated Employee Shareholder’s Termination Securities owned on the Termination Date (collectively, the “Put Securities”) for a purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on Termination Price of the terms and subject to the conditions of this Section 3Put Securities. (bii) At any time during The Terminated Employee Shareholder (or such Terminated Employee Shareholder’s Permitted Transferees) shall notify the Secondary Put/Call PeriodCompany in writing, Seller may require FAT Brands within 60 days of the Termination Date, whether such Terminated Employee Shareholder (or such Permitted Transferee) will exercise its option pursuant to purchase Section 4.03(b)(i) (the Secondary Put/Call Shares at a price equal to date on which the Secondary Put/Call PriceCompany is so notified, on the terms and subject to the conditions of this Section 3“Put Notice Date”). (ciii) If Seller desires Any notice delivered pursuant to exercise its rights under Section 3(a4.03(b)(ii) shall set forth the date chosen by such Employee Shareholder for the closing of the purchase by the Company of Put Securities pursuant to this Section 4.03(b), which date shall in no event be less than 60 days or Section 3(bmore than 120 days after the Put Notice Date. Such closing of the purchase by the Company of Put Securities shall take place at the principal office of the Company. At such closing, (A) Seller the Company shall give FAT Brands written notice of its election to sell to FAT Brands pay the Initial Put Shares or Secondary Put SharesTerminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely against delivery of a duly endorsed certificates described below representing such Put NoticeSecurities, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call aggregate Termination Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available federal funds to an account designated by Seller at least two and (2B) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call PriceTerminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, shall accrue interest at deliver to the rate of 10% per annum from Company a certificate or certificates representing the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, Put Securities to be purchased in accordance by the Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Securities by any Person selling such Put Securities pursuant to this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith4.03(b) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased a representation and warranty by such Person that: (1) such Person has full right, title and interest in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form and to such escrow agent or trust company that Put Securities; (2) such Initial Put/Call Price and/or the Secondary Put/Call Price, Person has all necessary power and authority and has taken all necessary action to sell such Put Securities as applicable, be paid to Seller immediately upon Seller’s delivery contemplated; (3) such Put Securities are free and clear of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder liens or encumbrances, and (4) there is no adverse claim with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectPut Securities.

Put Right. Beginning on January 1, 2016, Typenex shall have the right to put the Shares back to Company and Company shall be obligated to purchase the Shares (the “Put Right”) at the following prices: (a) At if any time during the Initial Put/Call PeriodShares are put to Company from January 1, Seller may require FAT Brands 2016 to April 30, 2016 (“Period 1”) Company must purchase the Initial Put/Call such Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. $0.01 per share; (b) At if any time during the Secondary Put/Call PeriodShares are put to Company from May 1, Seller may require FAT Brands 2016 to August 31, 2016 (“Period 2”) Company must purchase the Secondary Put/Call such Shares at a price equal to the Secondary Put/Call Price, on the terms $0.02 per share; and subject to the conditions of this Section 3. (c) If Seller desires if any Shares are put to Company between September 1, 2016 and December 31, 2016 (“Period 3”) Company must purchase such Shares at $0.03 per share. Typenex shall have the right to put up to 666,667 Shares per month to Company (the “Monthly Put Amount”); provided, however, that if the number of Shares put to Company in a given month is less than the Monthly Put Amount (such difference between the Monthly Put Amount and the number of Shares actually put to Company in a given month, the “Rollover Shares”) then Typenex shall have the right to put such Rollover Shares to Company at any time in the same or immediately succeeding period. For the avoidance of doubt, Rollover Shares from Period 1 may be rolled over to Period 2 and Rollover Shares from Period 2 may be rolled over into Period 3, but Rollover Shares from Period 1 may not be rolled over to Period 3. In addition to the Monthly Put Amount, Typenex shall also have the right to put up to 666,667 Rollover Shares per month to Company. Typenex shall exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands the Put Right by delivering written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, such exercise (each, a “Put Notice”)) to Company in the manner prescribed herein, which Put Notice shall be delivered prior to must state the end number of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, number of Rollover Shares for which the Put Right is being exercised and the purchase price payable to FAT Brands free and clear Typenex pursuant to such exercise. For purposes of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership ofthis Agreement, the Initial Put/Call Shares or Put Right will be deemed to be exercised on the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands date Typenex delivers a Put Notice to consummate such transactions. (f) FAT Brands shall, concurrently with Company. Company must then deliver the receipt of such instrument(s) of transfer, pay applicable purchase price to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash Typenex by wire transfer of immediately available funds to an account designated by Seller at least two within five (25) Business Trading Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until Typenex delivers a Put Notice to Company. Notwithstanding the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes availableforegoing, at the such time that Typenex’s Net Sales (as defined below) of Shares is equal to or greater than $200,000.00, Typenex’s Put Right shall automatically terminate and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, Typenex shall have no further rights to be purchased in accordance with put Shares or Rollover Shares to Company pursuant to this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for For the avoidance of doubt, Rollover Shares shall be purchased by Company at the put price per share for the period that such transferee Rollover Shares are rolled into and assignee (not the put price per share of the period that such Rollover Shares are rolled from. By way of example only, if on May 15, 2016, Typenex sent Company a Put Notice electing to put 666,667 Rollover Shares from Period 1 to Company, Company would be obligated to purchase such Rollover Shares from Typenex at the Period 2 price of $0.02 per share and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related the total purchase price payable to its rights hereunder Typenex with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectRollover Shares would be $13,333.34 (666,667 Rollover Shares x $0.02).

Put Right. (a) At Subject to Section 3.5(d), if the Second Closing does not occur by March 30, 2018, from and after such date, each of the Sellers shall have the right to elect to sell to Buyer, and Buyer shall buy, all, but not less than all, of the Second Closing Membership Interests (less any time during Secured Interests finally foreclosed upon by Parent pursuant to the Initial Put/Call Period, Pledge Agreements) held by such Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal to what the Initial Put/Call PriceSecond Closing Purchase Price would have been, had the Second Closing occurred on the terms and subject March 30, 2018, plus an amount equal to the conditions sum of this (x) the Unpaid Distributions with respect to such Seller and (y) the excess of (A) the Second Closing Adjustment Amount (determined by substituting “Put Right Closing Date” for “Second Closing Date” in the definition of Second Closing Adjustment Amount in Section 33.2(c)) over (B) the amount of distributions made under Section 4.2 of the NewCo Limited Liability Company Agreement to such Seller in respect of allocations or anticipated allocations in Tax periods beginning on or after January 1, 2018 which were not applied to reduce the amount of any distribution provided for in Section 4.1(a) or 4.1(b) of the Newco Limited Liability Company Agreement. (b) At Subject to Section 3.5(d), if either Seller desires to sell all, but not less than all, of such Seller’s Second Closing Membership Interests (less any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal Secured Interests finally foreclosed upon by Parent pursuant to the Secondary Put/Call Price, on the terms and subject Pledge Agreements) pursuant to the conditions of this Section 33.5, such Seller shall deliver to Buyer a written notice (the “Sale Notice”) specifying the number of Second Closing Membership Interests to be sold (the “Offered Seller Units”) by such Seller. By delivering the Sale Notice, such Seller represents and warrants to Buyer that (x) such Seller has full right, title and interest in and to such Offered Seller Units, (y) such Seller has all the necessary power and authority and has taken all necessary action to sell such Offered Seller Units as contemplated by this Section 3.5, and (z) such Offered Seller Units are free and clear of any and all Liens. The closing of any sale of Offered Seller Units pursuant to this Section 3.5 shall take place no later than 45 days following receipt by Buyer of the Sale Notice. Buyer shall give such Seller at least ten days’ written notice of the date of such closing (the “Put Right Closing Date”). (c) If Seller desires Buyer shall pay the purchase price for the Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to exercise its rights under the Pledge Agreements), as set forth in Section 3(a) or 3.2 and Section 3(b) 3.5(a). At the closing of any sale and purchase pursuant to this Section 3.5, the offering Seller shall give FAT Brands written notice deliver to Buyer a certificate or certificates (if any) representing the Offered Seller Units, accompanied by evidence of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicabletransfer. (d) The Put/Call Closing Notwithstanding the foregoing, if the failure of the Initial Put Shares or Secondary Put SharesSecond Closing to occur by March 30, 2018 is due solely as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing result of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing failure of the Secondary Put Shares conditions in Section 9.2(a)(i)(A) and/or (B) to be satisfied, then neither Seller shall take place on September 30, 2022have the right to deliver a Sale Notice pursuant to this Section 3.5 unless and until such conditions have been satisfied. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior Notwithstanding anything to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided contrary contained herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, parties acknowledge and agree that if Sellers exercise their rights pursuant to be purchased in accordance with this Section 33.5, then from and after such t▇▇▇ ▇▇▇▇▇▇ exercise shall have no longer have effect on Buyer’s or Parent’s right to seek indemnification or make any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions claim arising out of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectAgreement.

Put Right. (a) At On any time date (a "Put Date") prior to two years from the date hereof (i) on which the Resale Registration Statement is not effective under the Securities Act or (ii) during a period after the Initial Put/Call PeriodInvestor has received a No-Sell Notice and prior to the Investor receiving a subsequent Sell Notice, Seller may the Investor shall have the right and option (the "Put Right") to require FAT Brands the Company to purchase from the Initial Put/Call Investor all, but not less than all, of the Shares at and Underlying Shares then held by the Investor for a purchase price (the "Put Price") equal to the Initial Put/Call Price, product of (i) the number of Shares and Underlying Shares owned by the Investor and (ii) the Current Market Price (as hereinafter defined) on the terms and subject to the conditions such Put Date per share of this Section 3Common Stock. (b) At The Investor shall exercise the Put Right by giving notice (a "Put Notice") on any time during Put Date. Each Put Notice shall be accompanied by the Secondary Put/Call Periodcertificates for the Shares and Underlying Shares owned by the Investor, Seller may require FAT Brands properly endorsed or accompanied by stock powers properly endorsed for transfer. Within five days after receipt of a Put Notice and such stock certificates in proper form, the Company shall pay the Put Price by delivering to purchase the Secondary Put/Call Shares Investor, at the option of the Company, (i) a price certified or bank check or wire transfer in accordance with instructions received from the Investor ("Cash") in the amount of the Put Price, (ii) shares of Millennium Cell Inc. (which shares do not have the status of "restricted securities" under the Securities Act), properly endorsed or accompanied by stock powers properly endorsed for transfer ("Millennium Cell Shares"), with a Current Market Price on the day of such delivery equal to the Secondary Put/Call Put Price, or (iii) a combination of Cash and Millennium Cell Shares, such that the sum of the amount of Cash delivered and the Current Market Price on the terms day of delivery of the Millennium Cell Shares delivered equals the Put Price. Upon payment of the Put Price, the Shares and subject Underlying Shares so repurchased by the Company shall no longer be deemed to be outstanding, all rights of the conditions Investor as a holder of this Section 3such shares shall cease, and the Company shall thereupon cancel the certificates representing such Shares and Underlying Shares. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice The Current Market Price of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice security on any date shall be delivered prior to the end closing price of such security on such date. The closing price of a security on any date shall be the Initial Put Period or last reported sales price regular way or, in case no such reported sale takes place on such day, the Secondary Put Periodclosing bid price regular way, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds in either case on the applicable closing date. Subject to the timely delivery of a Put Noticeprincipal national securities exchange (including, for purposes hereof, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (eNasdaq National Market) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurssecurity is listed or admitted to trading or, which interest shall be payable if such security is not listed or admitted to trading on any national securities exchange, the highest reported bid price for such security as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or by a similar organization if Nasdaq is no longer reporting such information, in cash monthly each case as of the 4:00 P.M. (New York time) "benchmark" close of trading on such date. If on any such date the first day of each month each calendar month until security is not listed or admitted to trading on any United States national securities exchange and is not quoted by Nasdaq or any similar organization, the date fair value of such Put/Call Closing upon which any security on such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Pricedate, as applicable. (h) If FAT Brands makes available, at the time and place determined reasonably and in good faith by the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicableBoard, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated herebyused. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. Beginning on the date that is 18 months after the Closing Date and ending on the date that is 19 months after the Closing Date (a) At the “Put Exercise Period”), Purchaser shall have a one-time right, but not an obligation, to elect to sell to the Company on any time Trading Day during the Initial Put/Call PeriodPut Exercise Period (the “Put Exercise Date”), Seller may require FAT Brands and if such right is exercised, the Company shall have the obligation to purchase from Purchaser, up to 4,788,125 Shares (the Initial Put/Call Shares “Maximum Put Shares”) at a price per share equal to the Initial Put/Call Original Issuance Price (the “Put Right”) (for an aggregate put purchase price of up to US$99,999,990.63 (the “Aggregate Put Price, on ”)) pursuant to the terms and subject conditions set forth in this Section 1.4. On the Put Exercise Date, Purchaser must provide written notice to the conditions of this Section 3. Company (bthe “Put Notice”) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell exercise the Put Right and the number of Shares (up to FAT Brands the Initial Put Shares or Secondary Maximum Put Shares, as applicable, ) that Purchaser is electing to be subject to the Put Right (each, a the “Put NoticeShares”), which Put Notice shall be delivered prior to the end . Upon receipt of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing Company shall have up to 30 days from the receipt of the Initial Put Notice (or if such 30th day is not a Trading Day, the next Trading Day thereafter) (the “Put Closing Date”) to purchase and pay for the Put Shares shall take place on March 31(the “Put Closing”). The Company may, 2022. Subject at its sole discretion, by providing at least three Trading Days prior written notice to Purchaser, elect that the timely delivery Put Closing Date will be earlier than such 30th day after receipt of a the Put Notice. On the Put Closing Date, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver Purchaser shall sell to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and Company the Secondary Put/Call Put Shares, as applicable, to FAT Brands free and clear of all Liensany liens and encumbrances, other than Liens arising under applicable securities Lawsshall provide such documentation as is reasonably required by the Company, including, without limitation, the representations and warranties set forth on Schedule 1.4 hereto, and deliver to the Company the Stock Certificate representing the Put Shares, (ii) execute and deliver the Company shall pay the Aggregate Put Price to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash Purchaser by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior denominated in U.S. dollars to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate account of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees Purchaser previously designated in writing to be bound by the terms and conditions of this Agreement in place of Seller Company, and (yiii) Sellerif applicable, on behalf the Company shall deliver to the Company’s transfer agent any required documentation and instructions to issue a Stock Certificate representing the balance of itself and notthe Shares owned by Purchaser after giving effect to the purchase of the Put Shares, for which Stock Certificate shall include, to the avoidance of doubtextent applicable, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related the legends required pursuant to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect2.10 hereof.

Put Right. FS Affiliate shall have the following Put Right: (ai) At any time during FS Affiliate shall have the Initial Put/Call Period, Seller may require FAT Brands right to purchase cause Borrower to repurchase all (but not less than all) of the Initial Put/Call Shares (the "PUT RIGHT") at a price equal to $60,000.00 (the Initial Put/Call Price"REPURCHASE PRICE"); PROVIDED, on HOWEVER, that (1) no Put Closing (as hereinafter defined) shall occur prior to December 31, 1999 (the terms "EXERCISE DATE"), and subject (2) the Put Right shall expire if, at any time from April 14, 1999 until the Exercise Date, the closing price per share of the Common Stock is greater than or equal to the conditions of this Section 3$8.00 per share for 15 consecutive trading days as quoted by NASDAQ or a similar service. (bii) If FS Affiliate desires to exercise the Put Right, FS Affiliate shall provide notice in writing (the "PUT NOTICE") by first class mail, postage prepaid, to Borrower, on or prior to the Exercise Date. The Put Right shall be exercised, if at all, on or before the Exercise Date. (iii) If Borrower receives a Put Notice pursuant to CLAUSE (C)(II) above, it shall deliver to FS Affiliate, by first class mail, postage prepaid, mailed as soon as practicable and if possible within ten (10) days of the receipt by Borrower of the Put Notice, a notice stating: (A) the date as of which such repurchase shall occur (which date (the "PUT CLOSING") shall not be more than ten (10) days following the Exercise Date); and (B) the place where the certificate or certificates representing the Shares are to be surrendered for payment. (iv) At any time during the Secondary Put/Call PeriodPut Closing, Seller may require FAT Brands FS Affiliate shall deliver to purchase Borrower the Secondary Put/Call certificate or certificates representing the Shares at a price and Borrower shall deliver to FS Affiliate an amount equal to the Secondary Put/Call "Repurchase Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash " by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call ClosingFS Affiliate. (gv) If Seller satisfies Borrower shall not (and shall not permit any Affiliate of Borrower to) enter into any contract or other consensual arrangement that by its terms restricts Borrower's ability to honor the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicablePut Right. (hvi) If FAT Brands makes available, at No Person other than FS Affiliate (for the time benefit of Agent and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, Lenders) is intended to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder beneficiary of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than Put Right. FS Affiliate may not assign the right Put Right without the written consent of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated herebyBorrower. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time during the Initial Put/Call Exercise Period, Seller may require FAT Brands PLC may, at its election, sell to the Company all of PLC’s Common Units for a purchase the Initial Put/Call Shares at a price price, per Common Unit, equal to the Initial Put/Call fair market value of such Common Units as determined in accordance with Section 15.2(c) (the “Common Put Price, ”). The Common Put Price shall be determined based on the terms and subject value of the Common Units of the Company that would be extrapolated from the enterprise value of the Company as if sold in an orderly auction process intended to maximize value, multiplied by the conditions Percentage Interest of this Section 3the Common Units to be sold. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands If PLC desires to purchase the Secondary Put/Call Shares at a price equal exercise its right to the Secondary Put/Call Price, on the terms and subject sell Common Units pursuant to the conditions of this Section 315.2, PLC shall provide notice (a “Common Put Notice”) requesting that the Company repurchase all of Common Units then held thereby. (c) Promptly following receipt by the Company of a Common Put Notice, PLC and the Company shall negotiate in good faith to mutually agree on the Common Put Price. If Seller desires PLC and the Company are unable to exercise its rights under Section 3(amutually agree on the Common Put Price within twenty (20) or Section 3(bdays of the delivery of the Common Put Notice, then promptly thereafter, but in no event later than thirty (30) Seller days following such delivery of the Common Put Notice, the parties shall give FAT Brands written notice retain an Independent Appraiser to determine the Common Put Price by determining the enterprise value of its election the Company and calculating the amount that would be distributed to sell PLC if such enterprise value was applied to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, outstanding capital structure of the Company (each, a “Put NoticeValuation”), which Put Notice determination by the Independent Appraiser shall be delivered prior provided to PLC and the end Company within thirty (30) days of the Initial Put Period or Independent Appraiser’s engagement and shall be final and binding on the Secondary Put Period, as applicable. (d) parties. The Put/Call Closing cost of the Initial Put Shares or Secondary Put Shares, as applicable, Valuation will be borne fifty percent (50%) by PLC and fifty percent (50%) by the Company. The sale of the Common Units contemplated hereby shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds be completed on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing seventh (7) Business Days after completion of the Initial Put Shares shall take place on March 31Valuation, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands payable in cash by wire transfer of immediately available funds funds. PLC shall have the right to an account designated by Seller at least two irrevocably rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2 for a period of five (25) Business Days prior to following completion of the Put/Call ClosingValuation. (gd) Notwithstanding the provisions of Section 15.2(c), the Company shall not be obligated to purchase any Common Units pursuant to this Section 15.2 to the extent there exists a Common Delay Condition. In such event, the Company shall notify PLC in writing as soon as practicable of such Common Delay Condition and shall permit PLC, within ten (10) days of receipt thereof, to rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2. If Seller satisfies PLC does not rescind its decision to sell its Common Units to the requirements Company pursuant to this Section 15.2, the Company shall consummate the purchase of Common Units on the applicable date set forth in Section 3(e15.2(c) with respect to as many Common Units as can be purchased without running afoul of the Common Delay Condition and FAT Brands does not make thereafter pay the Initial Put/Call Common Put Price with respect to as many of the other Common Units to be purchased as can be purchased without running afoul of the Common Delay Condition at the earliest practicable date or the Secondary Put/Call Pricedates, as applicable, available to Seller on the applicable Put/Call Closing datein which case, the Initial Put/Call Common Put Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicableCommon Distribution Rate. (he) If FAT Brands makes available, at At the time closing of any sale and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, purchase pursuant to be purchased in accordance with this Section 315.2, then from and after such t▇▇▇ ▇▇▇▇▇▇ PLC shall no longer have any rights as deliver to the Company a holder reasonable instrument of transfer against receipt of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Common Put Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At Each GCFC Shareholder shall have the right (the "Put Right") to sell to the Company, in one or more transactions, all or any of his or her Merger Common Stock (the "Put Option Securities") then owned by said shareholder, and the Company shall be obligated to purchase (the "Put Obligation") from the GCFC Shareholder all of such Put Option Securities offered by the GCFC Shareholder. In order to exercise the Put Right, the GCFC Shareholder shall notify the Company in writing delivered to the Company at the address set forth in Section 4.6 (a "Put Notice") of his or her exercise thereof at any time during at which the Initial Put/Call PeriodPut Right may be exercised hereunder; provided, Seller however, that a Put Right may require FAT Brands not be exercised after _______________, 2009. The price per share to purchase be paid by the Initial Put/Call Shares at Company for Put Option Securities pursuant to this Article II shall equal the Put Price in effect on the date of the Put Notice. Once delivered, a price equal Put Notice shall be irrevocable as to the Initial Put/Call PricePut Option Securities covered thereby. After the exercise of the Put Right by the GCFC Shareholder, on the terms and subject Company shall purchase all, but not less than all, of the Put Option Securities offered by the GCFC Shareholder by paying the aggregate Put Price of such Put Option Securities to the conditions GCFC Shareholder in cash within 30 days after the Company's receipt of this Section 3the Put Notice. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end The closing of the Initial purchase and sale of any Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares Option Securities shall take place on March 31such date within the 30-day period specified in Section 2.1(a), 2022and at such place, as the Company and the GCFC Shareholder shall agree. Subject At such closing, the GCFC Shareholder shall Transfer full right, title and interest in and to all Put Option Securities covered by the Put Notice to the timely delivery of a Put NoticeCompany, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and shall deliver to FAT Brands the Company a certificate or certificates representing such Put Option Securities, in customary form containing only customary representations and warranties with respect to title to, and ownership ofeach case duly endorsed for transfer or accompanied by appropriate transfer powers duly endorsed for transfer. At such closing, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, Company shall pay to Seller the Initial Put/Call Price or the Secondary Put/Call PriceGCFC Shareholder, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior amount equal to the Put/Call Closingaggregate Put Price of such Put Option Securities and deliver a new stock certificate representing the number of Merger Common Stock shares, if any, with respect to which the Put Right shall not then have been exercised. (gc) If Seller satisfies the requirements set forth Except as provided in Section 3(e2.1(d), in the event that the Company shall not fully satisfy its obligation to pay the aggregate Put Price of any Put Option Securities in accordance with the terms of paragraphs (a) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price(b) above, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, such unsatisfied Put Obligation shall thereafter accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred Prime Rate until the date on which that such Put/Call Closing actually occurs, which Put Obligation and any accrued interest thereon have been satisfied in full. All amounts paid by the Company with respect to any outstanding Put Obligation shall be payable in cash monthly on the applied first day of each month each calendar month until the date of such Put/Call Closing upon which to any such accrued but unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicablethereon. (hd) If FAT Brands makes availableWhenever a GCFC Shareholder has exercised his or her Put Right under Section 2.1(a), at any closing time period specified in Section 2.1(b) shall be tolled until any necessary governmental approval is received or regulatory requirement satisfied, including without limitation approvals or requirements under the time and place and in the amount and form provided hereinSecurities Act of 1933, as amended, Securities Exchange Act of 1934, as amended, the Initial Put/Call Price and/or the Secondary Put/Call PriceBank Holding Company Act of 1956, as applicableamended, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of or the Initial Put/Call Shares or Secondary Put/Call SharesMichigan Business Corporation Act, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Sharesamended, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 tolling period shall not so terminate and shall remain in full force and effectexceed 30 days.

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time during between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, each Put Right Shareholder shall have the Initial Put/Call Periodright, Seller may but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require FAT Brands Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the Initial Put/Call Shares at a price equal to then held by such Put Right Shareholder and its Affiliates (in each case, the Initial Put/Call Price“Put Shares”), on the terms in accordance with and subject to the conditions of and limitations set forth in this Section 3. 2.15(c) (bsuch purchase and sale of the Put Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) At any time during the Secondary Put/Call Period, Seller may require FAT Brands will be required to purchase the Secondary Put/Call Put Shares at a price equal to in the Secondary Put/Call PricePut Sale, on the terms in accordance with and subject to the conditions of and limitations set forth in this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable2.15. (d) The Put/Call Closing Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Put Shares for a purchase price equal to the fair market value of the Initial Put Shares or Secondary as of immediately prior to the Put SharesTriggering Event, without taking into account the Put Triggering Event and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the “Put Price”), that is determined as between Holdco Inc., on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Right Shareholder’s prior written consent (not to be unreasonably withheld), to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date, separately submit to the Valuation Arbiter, on a confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with the provisions of this Section 2.15, the price which each of Holdco Inc. and such Put Right Shareholder believes should constitute the Put Price. 18 (ii) If the lower of the two prices submitted by Holdco Inc. and the Put Right Shareholder to the Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the two prices. The Valuation Arbiter shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of Holdco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as applicableadjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take place virtually via into account all relevant facts, circumstances and assumptions, including (a) the exchange existence of executed documents (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other deliverables generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by PDF Holdco Inc. or other means the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of electronic delivery the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, Holdco Inc. and wire transfer the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of funds the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) At Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put/Call Closing, Seller shall Put Right Shareholder that Holdco Inc. has either (i) deliver entered into a definitive acquisition agreement with a Third Party pursuant to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer which such Third Party shall acquire the Initial Put/Call Put Shares from such Put Right Shareholder and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, its Affiliates or (ii) execute and deliver elected to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title topurchase, and ownership ofor have its Affiliate purchase, the Initial Put/Call Shares or the Secondary Put/Call Put Shares. Such Put Right Shareholder and Holdco Inc. and, as if applicable, authorizationsuch Third Party Buyer, execution shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and delivery of relevant documents and enforceability of such documents and (iii) execute such the applicable Investor Shareholder shall take all other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands necessary to consummate such transactions. Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (fincluding with third parties) FAT Brands shallas are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, concurrently warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the receipt closing of such instrument(s) a Put Sale, the purchaser of transfer, the Put Shares shall pay to Seller the Initial Put/Call Price or the Secondary Put/Call Put Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to an the account designated by Seller at least two (2) Business Days or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to the Put/Call Closingsuch closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) If Seller satisfies Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the requirements set forth in Section 3(e) and FAT Brands does not make Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Initial Put/Call Price or Daily Ticking Fee multiplied by the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate number of 10% per annum from days between the date such Put/Call Closing should have occurred until that is sixty (60) days after the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on Put Exercise Date and the first day of each month each calendar month until the date consummation of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicablePut Sale. (h) If FAT Brands makes available, at At any time within fifteen (15) days after the time and place and in determination of the amount and form provided herein, the Initial Put/Call final Put Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 32.15(d), then from an Investor Shareholder may deliver written notice to Holdco Inc. and after the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such t▇▇▇ ▇▇▇▇▇▇ notice is so delivered, such Investor Shareholder shall no longer have be required to sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the purchase of, the Put Shares or pay any rights as Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a holder Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the payment of one-half of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) costs and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery expenses of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein Valuation Arbiter related to the contrary, if Seller exercises its put right in accordance with any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”2.15(h), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. In the event that the (ai) At any time during Company shall have timely filed the Initial Put/Call PeriodRegistration Statement in accordance with Section 2 hereof, Seller may (ii) Registration Statement is declared effective on or before the Effectiveness Date, (iii) the Company is otherwise in compliance with the covenants contained in the Securities Purchase Agreement and the Registration Rights Agreement on the Effectiveness Date and (iv) the representations and warranties set forth on Schedule II hereto are true and correct on the Effectiveness Date, the Company shall have the right (the "Put Right"), but not the obligation, for a period of thirty (30) days after the Effectiveness Date, to require FAT Brands Triton to purchase the Initial Put/Call Shares at a Second Supplemental Securities for an aggregate purchase price (the "Put Purchase Price") equal to Two Hundred Thousand Dollars ($200,000). In the Initial Put/Call Priceevent the Company elects to exercise the Put Right, the Company shall send a written notice (the "Put Notice"), within such thirty-day period, to Triton stating that the Company has elected to exercise the Put Right, certifying that the conditions set forth above in clauses (i) through (iv) of this Section 3 have been satisfied and specifying the date (the "Put Closing Date") on which the terms closing for the purchase and sale of the Second Supplemental Securities shall occur, which date shall not be earlier than the thirtieth (30th) day after the Effectiveness Date or later than the sixtieth (60) day after the Effectiveness Date. On the Put Closing Date, (i) Triton shall, subject to its receipt of the conditions documents contemplated by clauses (ii)(A) through (ii)(D) below of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Put Purchase Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior denominated in United States Dollars to the Put/Call Closing. (g) If Seller satisfies the requirements Company's account set forth on Schedule I attached hereto and (ii) the Company shall deliver to Triton (A) a certificate for the Second Supplemental Shares registered in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate name of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occursTriton, which interest shares shall have been duly authorized and validly issued, and shall be payable in cash monthly on fully paid and non-assessable and free of preemptive rights, (B) the first day of each month each calendar month until the date of such Put/Call Closing upon Second Supplemental Warrant, which any such unpaid interest shall have been duly authorized and validly issued, and shall be fully paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Pricenon-assessable, as applicable. (hC) If FAT Brands makes availablean executed registration rights agreement, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ which shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 duly authorized and afford Triton registration rights with respect to the Initial Put/Call Shares or Second Supplemental Securities similar to those contained in the Secondary Put/Call Shares, as applicable, Registration Rights Agreement and (D) a certificate executed by an executive officer of the Company stating that the representations and warranties set forth on Schedule II hereto are true and correct on the Put Closing Date. The Second Supplemental Warrant shall terminate and be of no further force and effect unless provide for (x) the assignee thereof agrees in writing purchase of up to be bound by Twenty Thousand (20,000) shares of Common Stock at an exercise price equal to one hundred and ten percent (110%) of the closing bid price for the Common Stock on the Put Closing Date, (y) an expiration date occurring on the fifth (5th) anniversary of the Put Closing Date and (z) otherwise contain terms and conditions of this Agreement identical to those contained in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effectWarrant.

Put Right. (a) At If the Plan Effective Date occurs at any time during between (i) the Initial Put/Call earlier of the Related Purchase Agreement’s Target Closing Date (as defined in the Related Purchase Agreement) and the Related PSA Closing and (ii) 60 days following the Related PSA Closing (the “Put Period”), Seller the Alamo Parties may require FAT Brands HighPeak LLC to agree to purchase the Initial Put/Call Shares at a price equal ABC-1 Assets, pursuant to the Initial Put/Call Price, on the terms Purchase Agreement and subject to the conditions of this Section 3. (b) At any time during If the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires Alamo Parties desire to exercise its their rights under Section 3(a) or Section 3(b) Seller ), the Alamo Parties shall give FAT Brands HighPeak LLC written notice of its their election to sell cause to FAT Brands be sold to HighPeak LLC the Initial Put Shares or Secondary Put Shares, as applicable, ABC-1 Assets (each, a the “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, and shall set forth the Signing Date at least five (5), but no more than fifteen (15), Business Days after the delivery of the Put Notice; provided that, the Signing Date shall be prior to the end of the Call Period. (c) If the Alamo Parties deliver a Put Notice, HighPeak LLC and the Alamo Parties shall enter into the Purchase Agreement on the Signing Date and take such other actions as applicablemay be required to be taken per the terms thereof concurrently with the execution and delivery of the Purchase Agreement on the Signing Date. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its the Alamo Parties exercise their put right in accordance with this Section 3, FAT Brands and HighPeak LLC does not make enter in to the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller Purchase Agreement on the applicable Put/Call Closing date in accordance herewith Signing Date (a “Put Default”), Seller the Alamo Parties may sell cause to be sold the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, ABC-1 Assets to one or more third party(ies) parties without restriction hereunder. Upon any such sale, FAT Brands’ HighPeak LLC’s obligations to Seller the Alamo Parties under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, ABC-1 Assets shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller the Alamo Parties and (y) Sellerthe Alamo Parties, on behalf of itself each Alamo Party, and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller the Alamo Parties may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ HighPeak LLC’s obligations to Seller the Alamo Parties under this Section 3 shall not so terminate and shall remain in full force and effect.