FAT BRANDS INC. Maximum 1,200,000 Shares of Series B Cumulative Preferred Stock 720,000 Warrants SELLING AGENCY AGREEMENTSelling Agency Agreement • June 3rd, 2019 • Fat Brands, Inc • Retail-eating places • New York
Fat Brands Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of (i) 1,200,000 shares of Series B Cumulative Preferred Stock, and (ii) 720,000 warrants to investors (collectively, the “Investors”) in a public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC, and its online division, Banq®, and Digital Offering LLC (collectively, the “Selling Agents”) with Tripoint Global Equities, LLC acting as the representative of the Selling Agents (the “Representative”), acting on a best efforts basis only, in connection with such sales. The shares of Series B Cumulative Preferred Stock to be sold in this Offering are referred to herein as the “Shares.” The warrants to be sold in this Offering are referred to herein as the “Warrants,” and collectively with the Shares, the “Offered Securities.” The
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 3rd, 2019 • Fat Brands, Inc • Retail-eating places • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is made as of [●], 2019 (the “Issuance Date”), by and between FAT Brands Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC a Delaware corporation (the “Warrant Agent”).
SUBSCRIPTION AGREEMENT Series B Preferred Stock and 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 $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 Share, 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.
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.
ESCROW AGREEMENTEscrow Agreement • June 3rd, 2019 • Fat Brands, Inc • Retail-eating places • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this [●] day of [●] 2019 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 (the “Representative”), acting as representative of the several placement agents listed on Schedule A to the Selling Agency Agreement by and between the Company and the Representative dated as of [●], 2019 (the “Selling Agency Agreement”), having an address at 1450 Broadway, 26th Floor, New York, NY 10018 , and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company and the Representative, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
