Fog Cutter Capital Group Inc. (“FCCG”) entered into an agreement to acquire the remaining 18.8% stake in FAT Brands Inc. (NasdaqCM:FAT) (the “Company”) on December 10, 2020. In connection with the Fog Cutter combination, FAT Brands has declared a special stock dividend payable only to holders of its common stock other than Fog Cutter, consisting of 0.2319998077 shares of FAT Brands' 8.25% Series B Cumulative Preferred Stock (NASDAQ: FATBP) for each outstanding share of common stock held by such stockholders, with the value of any fractional shares to be paid in cash. Upon closing of the merger, the former stockholders of FCCG will become direct stockholders of the Company holding in the aggregate the same number of shares of Common Stock held by FCCG immediately prior to the merger, and will receive certain limited registration rights with respect to the shares received in the merger. As a result of the Merger, FCCG's wholly-owned subsidiaries, Homestyle Dining, LLC, Fog Cap Development LLC, Fog Cap Acceptance Inc. and BC Canyon LLC, will become indirect wholly-owned subsidiaries of the Company. The completion of the Merger is subject to customary closing conditions and Each party's obligation to consummate the transactions under the merger agreement is also subject to certain additional closing conditions, including (i) the accuracy of the other parties' representations and warranties contained in the Merger Agreement (subject to customary materiality qualifiers) and (ii) the other parties' compliance in all material respects with their respective covenants and agreements contained in the Merger Agreement.

The Board of Directors of the Company established a Special Committee of the Board comprised solely of independent directors to review and evaluate the potential for a transaction with FCCG. The parties intend that the Merger will be treated as a tax-free reorganization for federal income tax purposes to the stockholders of FCCG, except to the extent of any cash received in lieu of fractional shares. Benjamin Rikkers of Foley & Lardner LLP acted as legal advisor for Fog Cutter Capital. Allen Sussman of Loeb & Loeb LLP acted as legal advisor for FAT Brands.

Fog Cutter Capital Group Inc. (“FCCG”) completed the acquisition of the remaining 18.8% stake in FAT Brands Inc. (NasdaqCM:FAT) (the “Company”) on December 24, 2020. Upon closing of the Merger, the former stockholders of FCCG became direct stockholders of the Company, holding in the aggregate 9,679,288 shares of the Company's common stock, par value $0.0001 per share (the “Common Stock”), or approximately 81.2% of the outstanding shares of common stock at closing. Of these stockholders, Fog Cutter Holdings, LLC was the largest holder, and upon closing of the merger held 8,466,263 shares of common stock, or approximately 71.0% of the outstanding shares of Common Stock of the Company.