Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Stipulation and Agreed Order

In connection with the Chapter 11 Cases, on March 19, 2026, the Debtors entered into that certain Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement (the "Stipulation") by and among the Debtors, Andrew Wiederhorn (the "Executive"), an ad hoc group of certain holders of the Debtors' securitization notes (the "Ad Hoc Group"), Moelis & Company LLC ("Moelis"), and the official committee of unsecured creditors in the Chapter 11 Cases (the "Committee").

The Stipulation provides for the transition of senior management of the Company and preparation of the Company to enter into debtor-in-possession financing facilities to be provided by investment funds affiliated with members of the Ad Hoc Group. The Stipulation provides that the Executive will take a temporary leave of absence from the Debtors beginning on the effective date of the Stipulation and ending on the later of (a) the closing of the sale of substantially all of the Debtors' restaurant chains and franchise operations and (b) consummation of a confirmed chapter 11 plan for the Company. The Stipulation also provides for aggregate payments of up to $5.0 million to the Executive, funded through the DIP Facilities (as defined below) and payable in installments through July 2026. All existing employment and related agreements between the Company and the Executive terminated as of the effective date of the Stipulation, and such payments will constitute full satisfaction of the Company's obligations to the Executive (subject to limited exceptions, including certain indemnification rights).

The Stipulation also provided that (a) all members of the Executive's family employed by the Company were terminated as of the Settlement Effective Date and will receive accrued compensation through termination, (b) Moelis will withdraw its retention application, receive no further fees, and will be indemnified by the Debtors, and (c) the Debtors and Committee will provide releases in favor of Moelis and its affiliates, subject to customary exceptions. The Ad Hoc Group also agreed to withdraw their pending motions, including motions seeking appointment of a chapter 11 trustee in the Chapter 11 Cases and suspension of the Executive.

The material conditions precedent to performance of the parties under the Stipulation were satisfied on March 19, 2026 upon the (a) entry of an order by the Bankruptcy Court authorizing and approving the Stipulation and (b) entry of an interim order by the Bankruptcy Court (the "Interim DIP Order") approving the DIP Facilities, with a budget reflecting the payments due to the Executive and all unpaid fees and compensation due to members of the Boards of Directors of the Company and TWNP (other than the Special Committee Directors (as defined below)), subject to the resignation of such directors from their respective boards.

Pursuant to the Stipulation, on March 19, 2026, the Executive took a leave of absence as an officer and employee of the Debtors, and the Company terminated the employment of Thayer Wiederhorn (Chief Operating Officer), Taylor Wiederhorn (Chief Development Officer) and Mason Wiederhorn (Chief Brand Officer). Also on March 19, 2026, the Company's Board of Directors (the "Board") voted to reduce the size of the Board from fifteen to two persons, and all members of the Board, other than Patrick Bartels and Neal Goldman (the "Special Committee Directors"), submitted written resignations from the Board effective as of the Stipulation Date. All directors of TWNP, other than the Special Committee Directors, also submitted their written resignations from the Board of Directors of TWNP on such date. The Special Committee Directors, who were appointed on January 26, 2026 to serve as independent directors on the Board to oversee certain restructuring matters, remain as the sole directors of the Company and the other Debtors, including TWNP.