UNDERWRITING AGREEMENT betweenUnderwriting Agreement • October 28th, 2021 • Fat Brands, Inc • Retail-eating places • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
FAT BRANDS INC. COMMON STOCK PURCHASE WARRANTFat Brands, Inc • December 4th, 2017 • Retail-eating places • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fat Brands Inc., a Delaware corporation (the “Company”), up to 80,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between FAT BRANDS INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters FAT BRANDS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2020 • Fat Brands, Inc • Retail-eating places • New York
The undersigned, FAT Brands Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of FAT Brands Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FAT BRANDS INC. WARRANT AGENCY AGREEMENT (July 16, 2020)Warrant Agency Agreement • July 16th, 2020 • Fat Brands, Inc • Retail-eating places • New York
INDENTURE BY AND BETWEEN FAT BRANDS INC. AND AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIES (Issuable in Series)Indenture • November 24th, 2021 • Fat Brands, Inc • Retail-eating places • New York
INDENTURE, dated as of , between FAT BRANDS INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being.
INDENTURE BY AND BETWEEN FAT BRANDS INC. AND AS TRUSTEE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (Issuable in Series) ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONIndenture • November 24th, 2021 • Fat Brands, Inc • Retail-eating places • New York
INDENTURE, dated as of , between FAT BRANDS INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being.
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2018 • Fat Brands, Inc • Retail-eating places • Nevada
This SECURITY AGREEMENT (“Agreement”) is dated and effective as of April 27, 2018 by and between FAT BRANDS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
UNDERWRITING AGREEMENT between FAT BRANDS INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters FAT BRANDS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Fat Brands, Inc • Retail-eating places • New York
The undersigned, FAT Brands Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of FAT Brands Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 6th, 2017 • Fat Brands, Inc • Retail-eating places • Delaware
This Indemnification Agreement (“Agreement”), dated as of , 2017 is by and between FAT Brands Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
FAT BRANDS INC. Maximum 1,200,000 Shares of Series B Cumulative Preferred Stock 720,000 Warrants SELLING AGENCY AGREEMENTSelling Agency Agreement • October 9th, 2019 • Fat Brands, Inc • Retail-eating places • New York
MANAGEMENT AGREEMENT Dated as of December 15, 2021 by and among FAT BRANDS FAZOLI’S NATIVE I, LLC, as Issuer, THE OTHER SECURITIZATION ENTITIES PARTY HERETO FROM TIME TO TIME, FAT BRANDS INC., as the Manager, and UMB BANK, N.A., as the TrusteeManagement Agreement • December 16th, 2021 • Fat Brands, Inc • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of December 15, 2021 (the “Closing Date”) (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among the following parties:
GUARANTEE AND COLLATERAL AGREEMENT made by THE GUARANTORS PARTY HERETO, each as a Guarantor in favor of UMB BANK, NATIONAL ASSOCIATION, as Trustee Dated as of December 15, 2021Guarantee and Collateral Agreement • December 16th, 2021 • Fat Brands, Inc • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 15, 2021, is made by the undersigned guarantors (collectively, the “Guarantors”) in favor of UMB Bank, National Association, a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.
SUBSCRIPTION AGREEMENT (BANQ® Subscribers) Common Stock In FAT Brands, Inc.Subscription Agreement • October 2nd, 2017 • Fat Brands, Inc • Retail-eating places • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.0001 par value per share (the “Shares”), to be issued by FAT Brands, Inc., a Delaware corporation (the “Company”), for a purchase price of $12.00 per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated September_______, 2017 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
WARRANT AGREEMENT (Common Stock)Warrant Agreement • June 24th, 2019 • Fat Brands, Inc • Retail-eating places
This Warrant Agreement (this “Warrant”) is dated as of June 19, 2019 (the “Issue Date”) and entered into by and between FAT Brands Inc., a company organized under the laws of State of Delaware (the “Company”), and the undersigned, (together with its successors and assigns, the “Warrant Holder”).
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • September 6th, 2017 • Fat Brands, Inc • Retail-eating places • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this ___ day of ____________ 2017 by and among FAT Brands Inc., a Delaware corporation (the “Company”), having an address at 9720 Wilshire Blvd., Suite 500 Beverly Hills, CA 90212; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
SUBSCRIPTION AGREEMENT Common Stock In FAT Brands, Inc.Subscription Agreement • October 2nd, 2017 • Fat Brands, Inc • Retail-eating places • Delaware
This Subscription Agreement relates to my/our agreement to purchase of shares of common stock, $0.0001 par value per share (the “Shares”), to be issued by FAT Brands, Inc., a Delaware corporation (the “Company”), for a purchase price of 12.00 per Share, for a total purchase price of the number of shares times the price per share (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated October________, 2017 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 9th, 2019 • Fat Brands, Inc • Retail-eating places • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is made as of October 3, 2019 (the “Issuance Date”), by and between FAT Brands Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC a California limited liability company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENT (Series A-1 Fixed Rate Cumulative Preferred Stock)Registration Rights Agreement • July 10th, 2018 • Fat Brands, Inc • Retail-eating places • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 3, 2018, by and between FAT Brands Inc., a Delaware corporation (the “Company”), and each of the purchasers who has delivered a signature page hereto (collectively, the “Investors” and, each individually, an “Investor”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 29th, 2019 • Fat Brands, Inc • Retail-eating places • New York
This SECOND AMENDMENT to the Loan and Security Agreement referred to below, dated as of July 24, 2019 (this “Second Amendment”) by and among FAT BRANDS INC., a Delaware corporation, as borrower (the “Borrower”), the subsidiaries and affiliates of the Borrower listed on the signature pages hereto (the “Guarantors”, and together with the Borrower, the “Loan Parties”), The Lion Fund, L.P. (“Lion I”) and The Lion Fund II, L.P. (“Lion II”, together with Lion I, each a “Lender”, and together with their respective successors and assigns, collectively, the “Lenders”) and The Lion Fund, L.P., as collateral agent for the Lenders (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined in this Second Amendment have the same meanings as specified in the Loan Agreement (as defined below), as amended by this Second Amendment.
EMPLOYMENT AGREEMENT (Robert G. Rosen)Employment Agreement • May 10th, 2023 • Fat Brands, Inc • Retail-eating places • California
This Employment Agreement (the “Agreement”) is entered into by and between FAT Brands Inc., a Delaware company (the “Company”), and Robert G. Rosen (the “Employee”).
FIRST AMENDMENT TO THE WARRANT AGREEMENTWarrant Agreement • July 29th, 2019 • Fat Brands, Inc • Retail-eating places
This first amendment of the Warrant Agreement (as defined below) (this “First Amendment of Warrant Agreement”) dated as of July 24, 2019 (the “First Amendment Effective Date”) entered into by and between FAT Brands Inc., a company organized under the laws of State of Delaware (the “Company”), and the undersigned, (each, together with its successors and assigns, a “Warrant Holder”).
VOTING AGREEMENTVoting Agreement • December 4th, 2017 • Fat Brands, Inc • Retail-eating places • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 20, 2017 (the “Effective Date”), is entered into by and between Fog Cutter Capital Group, Inc., a Maryland corporation (“FCCG”), and FAT Brands Inc., a Delaware corporation (the “Company”, and together with FCCG, the “Parties” and, each individually, a “Party”).
UNDERWRITING AGREEMENT between FAT BRANDS INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters FAT BRANDS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2020 • Fat Brands, Inc • Retail-eating places • New York
The undersigned, FAT Brands Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of FAT Brands Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SUBSCRIPTION AGREEMENT Series B Preferred Stock of FAT Brands Inc.Subscription Agreement • July 30th, 2019 • Fat Brands, Inc • Retail-eating places • Delaware
This Subscription Agreement (this “Subscription Agreement”) relates to my/our agreement to purchase ________ shares of Series B Cumulative Preferred stock (the “Shares”), par value $0.0001 per share, and warrants (the “Warrant”) to purchase 0.60 shares of common stock, par value $0.0001 per share of the Company (“Common Stock”) per Warrant, at an exercise price of $8.50 per share of Common Stock, to be issued by Fat Brands Inc., a Delaware corporation (the “Company”), for a purchase price of $25.00 per Share and accompanying Warrant (collectively, the “Securities”), for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Offering Circular for the sale of the Shares, dated _________, 2019 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
SECURITIES PURCHASE AGREEMENTConsent and Agreement • May 3rd, 2018 • Fat Brands, Inc • Retail-eating places • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated and effective as of April 27, 2018 (the “Effective Date”), by and between FAT BRANDS INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).
TAX SHARING AGREEMENTTax Sharing Agreement • December 4th, 2017 • Fat Brands, Inc • Retail-eating places • California
This TAX SHARING AGREEMENT (this “Agreement”), dated as of October 20, 2017, is made by and between Fog Cutter Capital Group Inc., a Delaware corporation (“FCCG”), and FAT Brands Inc., a Delaware corporation (“FAT”).
150,000,000 7.00% Class A-2 Notes $50,000,000 9.00% Class B-2 Notes $50,000,000 10.00% Class M-2 Notes FAT BRANDS TWIN PEAKS I, LLC Issuer FAT Brands Inc. Manager NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 16th, 2021 • Fat Brands, Inc • Retail-eating places • New York
The Notes will be issued pursuant to the Base Indenture, dated as of October 1, 2021 (the “Base Indenture”), by and between the Issuer and UMB Bank, N.A., as trustee and securities intermediary (the “Indenture Trustee”), as supplemented by the Series 2021-1 Supplement, dated as of the Closing Date, by and between the Issuer and the Indenture Trustee (the “Series Supplement”, together with the Base Indenture, the “Indenture”). The Issuer will pledge to the Indenture Trustee the Indenture Collateral to secure the obligations of the Issuer under the Base Indenture.
BASE INDENTUREFat Brands, Inc • April 26th, 2021 • Retail-eating places • New York
Capitalized terms used in this Notice (including the preamble and the recitals hereto), and not defined in this Notice, shall have the meanings assigned to such terms in Annex A attached to the Base Indenture, dated as of March 6, 2020, and amended and restated as of April 26, 2021, by and among FAT Brands Royalty I, LLC, a Delaware limited liability company, (the “Issuer”), and UMB Bank, N.A., as Trustee and Securities Intermediary (the “Indenture”).
SUBSCRIPTION AGREEMENT Series B Cumulative Preferred Stock & Warrants of FAT Brands, Inc.Subscription Agreement • June 3rd, 2019 • Fat Brands, Inc • Retail-eating places • Delaware
This Subscription Agreement (this “Subscription Agreement”) relates to my/our agreement to purchase shares of Series B Cumulative Preferred stock (the “Shares”), par value $[●] per share and warrants (each, a “Warrant”) to purchase 0.60 shares of common stock, par value $0.0001 per share of the Company ("Common Stock”) per Warrant, at an exercise price of $8.50 per share of Common Stock, to be issued by Fat Brands Inc., a Delaware corporation (the “Company”), for a purchase price of $25.00 per Share and accompanying Warrant (collectively, the “Securities”), for a total purchase price as indicated during the online subscription process (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Offering Circular for the sale of the Shares, dated May__, 2019 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (HURRICANE AMT, LLC)Membership Interest Purchase Agreement • July 10th, 2018 • Fat Brands, Inc • Retail-eating places • Florida
This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), dated as of July 2, 2018, is entered into by and among Gama Group LLC, Salient Point Trust, Satovsky Enterprises, LLC, Mapes Holdings LLC and Martin O’Dowd (each, a “Seller”, and together, “Sellers”), on the one hand, and FAT Brands Inc., a Delaware corporation, on the other hand (“Buyer”).
MANAGEMENT AGREEMENT Dated as of July 10, 2023 by and among FB RESID HOLDINGS I, LLC, as Issuer, FAT BRANDS INC., as the Manager, and UMB BANK, N.A., as the TrusteeManagement Agreement • July 13th, 2023 • Fat Brands, Inc • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of July 10, 2023 (the “Closing Date”) (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among the following parties:
FB RESID HOLDINGS I, LLC, as Issuer and UMB BANK, N.A., as Trustee SERIES 2023-1 SUPPLEMENT Dated as of July 10, 2023 to BASE INDENTURE Dated as of July 10, 2023Fat Brands, Inc • July 13th, 2023 • Retail-eating places • New York
SERIES 2023-1 SUPPLEMENT, dated as of July 10, 2023 (the “Series 2023-1 Supplement”), by and among FB RESID HOLDINGS I, LLC (the “Issuer”), and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”), to the Base Indenture, dated as of July 10, 2023 (as the same may be amended, amended and restated, modified or supplemented from time to time, exclusive of the Series 2023-1 Supplement, the “Base Indenture”), by and among the Issuer and UMB Bank, N.A., as Trustee and as Securities Intermediary.
FAT Brands Inc.Fat Brands, Inc • April 5th, 2022 • Retail-eating places • California
FAT Brands Inc. (the “Company”) is pleased to provide you with this retention incentive bonus agreement (this “Agreement”) to recognize your ongoing contributions to the Company.
FB RESID HOLDINGS I, LLC, as Issuer and UMB BANK, N.A., as Trustee and Securities Intermediary BASE INDENTURE Dated as of July 10, 2023Indenture • July 13th, 2023 • Fat Brands, Inc • Retail-eating places • New York
BASE INDENTURE, dated as of July 10, 2023, by and among FB Resid Holdings I, LLC, a Delaware limited liability company, (the “Issuer”) and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”), and as securities intermediary.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2021 • Fat Brands, Inc • Retail-eating places • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 26, 2021, is entered into by and among FAT Brands Inc., a Delaware corporation (“Buyer”), LS GFG Holdings Inc., a Delaware corporation (the “Company”), and LS Global Franchise L.P., a Delaware limited partnership and the sole stockholder of the Company (“Seller”).
