UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION ) ) ) ) ) ) ) ) ) ) ) ) )

This document was signed electronically on December 19, 2016, which may be different from its entry on the record. IT IS SO ORDERED. Dated: December 19, 2016 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION In re: Wings of Medina Liquidation, Inc., et al. 1 Debtors. Chapter 11 Case Nos. 15-52722; 15-52724; 15-52726 through 15-52732; 15-52734 through 15-52735; 15-52737 through 15-52738; 15-52740 through 15-52749; 15-52751 through 15-52754 (Jointly Administered under Case No. 15-52722 Hon. Judge Alan M. Koschik AMENDED FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE SECOND AMENDED JOINT PLAN OF LIQUIDATION OF THE DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS 1 The Debtors and the last four digits of the Debtors United States Tax Identification Number following in parentheses are: Wings of Medina Liquidation, Inc. (8260; Wings Operations Liquidation, Inc. (2667; Wings Management Liquidation, Inc. (1988; Wings Franchising Liquidation Corporation (1589; Steak & Wings Liquidation, Inc. (7669; Wings Sauces Liquidation, Inc. (8951; Wings Intellectual Properties Liquidation Corporation (9985; Wings of Buffalo Liquidation, Inc. (6439; Wings of Sheffield Liquidation, Inc. (5326; Wings of Plano Liquidation, Inc. (6701; Wings of Warren Liquidation, Inc. (3865; Wings of Independence Liquidation, Inc. (0166; Wings of Newport News Liquidation, Inc. (3858; Wings of Lakewood Liquidation, Inc. (1575; Wings of Harrisonburg Liquidation, Inc. (4832; Wings of Concord Liquidation, Inc. (9262; Wings of Carrollton Liquidation, Inc. (7632; Wings of Fort Wayne Liquidation, Inc. (3079; Wings Holdings Liquidation, Inc. (6457; Best Wings Liquidation, Inc. (1339; Wings of Wheeling Liquidation, Inc. (2220; Wings of Vermillion Liquidation, Inc. (5207; Wings of Springfield Liquidation, Inc. (9745; Wings of Springfield Realty Liquidation, Inc. (9589; Wings of Fredericksburg Liquidation, Inc. (4887; Wings of Medina Realty Liquidation, Inc. (8418; and Wings Aggregator, Inc. (1263. {6475800:4} 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 1 of 23

WHEREAS, the above-captioned debtors and debtors in possession (collectively, the Debtors and the Official Committee of Unsecured Creditors (the Committee and with the Debtors, the Plan Proponents and as proponents of the plan within the meaning of section 1129 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code, filed the Second Amended Joint Plan of Liquidation of the Debtors and Official Committee of Unsecured Creditors, dated November 7, 2016, Docket No. 457 (the Plan 2, and the Second Amended Disclosure Statement for the Joint Plan of Liquidation of the Debtors and Official Committee of Unsecured Creditors, dated November 7, 2016, Docket No. 458 (the Disclosure Statement ; and WHEREAS, on November 7, 2016, the Court entered an order, Docket No. 459 (the Disclosure Statement Order which, among other things: (i approved the Disclosure Statement under section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (ii established December 13, 2016, as the date of the hearing (the Confirmation Hearing to consider confirmation of the Plan; (iii approved the form and method of notice of the Confirmation Hearing (the Confirmation Hearing Notice ; and (iv established certain procedures for soliciting and tabulating votes with respect to the Second Amended Plan (the Solicitation Procedures ; and WHEREAS, on or before November 10, 2016, the Confirmation Hearing Notice, the Disclosure Statement, the Plan, the Disclosure Statement Order, and, for those parties entitled to vote on the Plan, a ballot and return envelope (such ballot and envelope being referred to as a 2 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Plan, a copy of which is attached hereto as Exhibit A. Any term used in the Plan or this Confirmation Order that is not defined in the Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. {6475800:4} 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 2 of 23

Ballot were transmitted in accordance with the Solicitation Procedures, and such service is adequate as provided by Bankruptcy Rule 3017(d; and WHEREAS, QSL Waco, Inc. and QSL Realty Waco, Inc. filed the Limited Objection to Second Amended Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors, Docket No. 473 (the Limited Objection ; and WHEREAS, the Plan Proponents filed the Certification of Angela M. Nguyen With Respect to the Tabulation of Votes on the Second Amended Joint Plan of Liquidation of the Debtors and Official Committee of Unsecured Creditors, Docket No. 476 (the Voting Report, which states the results of the ballot tabulation for the Class of Claims (Class 3 entitled to vote to accept or reject the Plan; and WHEREAS, the Debtors filed the Declaration of John K. Lane in Support of Confirmation of the Second Amended Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors, Docket No. 477 (the Lane Declaration ; and WHEREAS, the Plan Proponents filed their Plan Proponents Memorandum of Law in Support of Second Amended Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors, Docket No. 478 (the Confirmation Brief ; and WHEREAS, the Confirmation Hearing was held on December 13, 2016; and NOW, THEREFORE, based upon: (i the Plan, the Disclosure Statement, the Confirmation Brief, the Lane Declaration and the Voting Report; (ii all of the evidence proffered or adduced at, documents filed in connection with, and arguments of counsel made at, the Confirmation Hearing; and (iii the entire record of the Debtors chapter 11 cases; and after due deliberation thereon and good cause appearing therefore: {6475800:4} 2 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 3 of 23

I. FINDINGS OF FACT AND CONCLUSIONS OF LAW 3 THE COURT HEREBY FINDS AND DETERMINES THAT: A. Exclusive Jurisdiction; Venue; Core Proceeding. On November 16, 2015, the Debtors commenced their cases (collectively, the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors were and are qualified to be debtors under section 109(a of the Bankruptcy Code. The Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. 157 and 1334. Venue of the Chapter 11 Cases is proper pursuant to 28 U.S.C. 1408 and 1409. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. 157(b(2(L. The Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. B. Chapter 11 Cases Docket. The Court takes notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Court during the pendency of the Chapter 11 Cases, including, but not limited to, the hearings to consider the adequacy of the Disclosure Statement and the Confirmation Hearing. C. Burden of Proof. The Plan Proponents have the burden of proving the elements of sections 1129(a and (b of the Bankruptcy Code by a preponderance of evidence. D. Transmittal and Mailing of Materials; Notice. The Disclosure Statement, the Plan, the Ballots, the Disclosure Statement Order, and the Confirmation Hearing Notice, which were transmitted and served in compliance with the Disclosure Statement Order, the Solicitation 3 Pursuant to Bankruptcy Rule 7052, findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. {6475800:4} 3 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 4 of 23

Procedures, and the Bankruptcy Rules, and such transmittal and service were adequate and sufficient, and no other or further notice is or shall be required. E. Voting. Votes for the acceptance or rejection of the Plan were solicited in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Disclosure Statement Order, all other applicable provisions of the Bankruptcy Code, and all other rules, laws and regulations, and the solicitation procedures and solicitation are hereby approved. F. Plan Compliance with Bankruptcy Code (11 U.S.C. 1129(a(1. The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a(1 of the Bankruptcy Code. 1. Proper Classification (11 U.S.C. 1122 and 1123(a(1. In addition to Administrative Claims and Priority Tax Claims, which need not be designated, the Plan designates four Classes of Claims or Interests. The Claims and Interests placed in each Class are substantially similar to other Claims and Interests, as the case may be, in each such Class. Valid business, factual, and legal reasons exist for the classification of the various Claims and Interests under the Plan, and such classification does not result in any unfair discrimination. The Plan satisfies sections 1122 and 1123(a(1 of the Bankruptcy Code. 2. Specified Unimpaired Classes (11 U.S.C. 1123(a(2. Article II of the Plan specifies that two of the Classes (Classes 1 and 2 are unimpaired under the Plan, thereby satisfying section 1123(a(2 of the Bankruptcy Code. 3. Specified Treatment of Impaired Classes (11 U.S.C. 1123(a(3. Article II of the Plan designates Classes 3, 4 and 5 as impaired and specifies the treatment of Claims and Interests in those Classes, thereby satisfying section 1123(a(3 of the Bankruptcy Code. 4. No Discrimination (11 U.S.C. 1123(a(4. The Plan provides for the same treatment by the Debtors for each Claim or Interest in each respective Class unless the Holder of a particular Claim or Interest has agreed to a less favorable treatment of such Claim or Interest, thereby satisfying section 1123(a(4 of the Bankruptcy Code. {6475800:4} 4 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 5 of 23

5. Implementation of Plan (11 U.S.C. 1123(a(5. The Plan provides adequate and proper means for the Plan s implementation, including the establishment of the Liquidating Trust and transfer of property thereto, thereby satisfying section 1123(a(5 of the Bankruptcy Code. 6. Non-Voting Equity Securities (11 U.S.C. 1123(a(6. Article III of the Plan provides for the winddown and dissolution of certain Debtors, after the respective Debtor s completion of the acts required by the Plan. None of the Debtors will issue, or will be authorized to issue, any non-voting securities, thereby satisfying section 1123(a(6 of the Bankruptcy Code. 7. Designation of Directors (11 U.S.C. 1123(a(7. Article IV, Section 4.1 of the Plan provides for the winddown and dissolution of certain Debtors in accordance with state law upon the respective Debtor s completion of the acts required by the Plan. Until the dissolution of each of the Debtors, the current directors and officers of each Debtor will remain in place. In addition, the Plan designates the Liquidating Trustee. Accordingly, section 1123(a(7 of the Bankruptcy Code is satisfied. 8. Additional Plan Provisions (11 U.S.C. 1123(b. The Plan s provisions are appropriate and not inconsistent with the applicable provisions of the Bankruptcy Code. G. Bankruptcy Rule 3016(a. The Plan is dated and identifies the entities submitting it as proponents, thereby satisfying Bankruptcy Rule 3016(a. H. Bankruptcy Rule 3017. The Debtors have given notice of the Confirmation Hearing as required by Bankruptcy Rule 3017(d. The Solicitation Materials were transmitted in accordance with the Disclosure Statement Order, which under the circumstances of the Chapter 11 Cases, the Court finds sufficient, pursuant to Bankruptcy Rule 3017(e. I. Bankruptcy Rule 3018. The solicitation of votes to accept or reject the Plan satisfies Bankruptcy Rule 3018. The Solicitation Materials, including the Plan, were transmitted to all creditors entitled to vote on the Plan (i.e., Holders of Class 3 Claims, sufficient time was prescribed for such creditors to accept or reject the Plan, and the Solicitation Materials and {6475800:4} 5 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 6 of 23

related solicitation procedures comply with section 1126 of the Bankruptcy Code, thereby satisfying the requirements of Bankruptcy Rule 3018. J. Compliance with Bankruptcy Code (11 U.S.C. 1129(a(2. The Plan Proponents have complied with applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a(2 of the Bankruptcy Code. Specifically: 1. The Debtors are proper debtors under section 109 of the Bankruptcy Code. 2. The Plan Proponents have complied with applicable provisions of the Bankruptcy Code. 3. The Plan Proponents have complied with the applicable provisions of the Bankruptcy Rules and the Disclosure Statement Order in transmitting the Plan, the Disclosure Statement, the Ballots, and related documents and notices and in soliciting and tabulating votes on the Plan. K. Plan Proposed in Good Faith (11 U.S.C. 1129(a(3. The Plan Proponents have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a(3 of the Bankruptcy Code. The Plan Proponents good faith is evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement and the hearing thereon, the Confirmation Brief, the Lane Declaration, and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases. The Plan was proposed and negotiated with the legitimate and honest purpose of maximizing the value of the Debtors estates and to effectuate an orderly liquidation of the Debtors. L. Payments for Services or Costs and Expenses (11 U.S.C. 1129(a(4. Any payment made or to be made by any of the Plan Proponents for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Court, thereby satisfying section 1129(a(4 of the Bankruptcy Code. {6475800:4} 6 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 7 of 23

M. Directors, Officers, and Insiders (11 U.S.C. 1129(a(5. The Debtors have complied with section 1129(a(5 of the Bankruptcy Code. The Plan provides the identity of the Liquidating Trustee for the Liquidating Trust and the members of the Advisory Committee. N. No Rate Changes (11 U.S.C. 1129(a(6. After confirmation of the Plan, the Debtors businesses will not involve rates established or approved by, or otherwise subject to, any governmental regulatory commission. Therefore, section 1129(a(6 of the Bankruptcy Code, governing regulation of rates, is not applicable in the Chapter 11 Cases. O. Best Interests of Creditors (11 U.S.C. 1129(a(7. The Plan satisfies section 1129(a(7 of the Bankruptcy Code. The Disclosure Statement, the Voting Affidavit, the Lane Declaration, and other evidence proffered or adduced at the Confirmation Hearing: (i are persuasive and credible; (ii have not been controverted by other evidence; and (iii establish that each holder of an impaired Claim or Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date. P. Acceptance by Certain Classes (11 U.S.C. 1129 (a(8. Section 1129(a(8 of the Bankruptcy Code requires that each class of claims and interests either has accepted the Plan or is unimpaired under the Plan. Claims in Classes 1 and 2 are unimpaired and are deemed to have accepted the Plan in accordance with section 1126(f of the Bankruptcy Code. Class 3 has voted to accept the Plan in accordance with section 1126(c of the Bankruptcy Code. The percentages of Holders of Claims in Class 3 entitled to vote that voted to accept the Plan are as follows: Class Entitled to Vote Percentage Accepting Percentage Accepting (Dollar Amount (Number of Claims Class 3 100% 100% {6475800:4} 7 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 8 of 23

The Holders in Class 4 and Class 5 are receiving no recovery on account of their respective Claims and Interests and are deemed to have rejected the Plan. Q. Treatment of Administrative and Tax Claims (11 U.S.C. 1129(a(9. The treatment of Administrative Claims and Priority Tax Claims pursuant to Article II, Sections 2.1.1 and 2.1.2 of the Plan, respectively, satisfies the requirements of section 1129(a(9(A and (B of the Bankruptcy Code. The treatment of Priority Tax Claims pursuant to Article II, Section 2.1.2 of the Plan satisfies the requirements of section 1129(a(9(C of the Bankruptcy Code. R. Acceptance by Impaired Classes (11 U.S.C. 1129(a(10. One non-insider Class of Claims against the Debtors that is impaired under the Plan has accepted the Plan (Class 3. The requirements of section 1129(a(10 of the Bankruptcy Code are satisfied. S. Feasibility (11 U.S.C. 1129(a(11. The evidence proffered or adduced at the Confirmation Hearing: (i is persuasive and credible; (ii has not been controverted by other evidence; and (iii establishes that the Plan is workable and has a reasonable likelihood of success, thus satisfying the requirements of section 1129(a(11 of the Bankruptcy Code. Specifically, the Plan provides for the liquidation of the Debtors remaining assets and the distribution of proceeds consistent with the priority scheme of the Bankruptcy Code. T. Payment of Fees (11 U.S.C. 1129(a(12. All fees payable under section 1930 of title 29, United States Code, have been paid or will be paid pursuant to Article II, Section 2.1.1.b of the Plan. Article II, Section 2.1.1.b of the Plan satisfies the requirements of section 1129(a(12 of the Bankruptcy Code. U. Continuation of Retiree Benefits, Etc. (11 U.S.C. 1129(a(13 (16. The Debtors do not have any obligations with respect to retiree benefits, the Debtors are not required to pay domestic support obligations, the Debtors are not individuals and transfers of property under the Plan will be made in accordance with any applicable provisions of nonbankruptcy law {6475800:4} 8 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 9 of 23

that govern the transfer of property by a trust that is not a moneyed, business or commercial corporation or trust. Therefore, the requirements of sections 1129(a(13 (16 of the Bankruptcy Code are inapplicable. V. Cram-Down Under 11 (U.S.C. 1129(b. The Plan Proponents have established that the Plan does not discriminate unfairly and is fair and equitable with respect to Class 4 and Class 5, thereby satisfying section 1129(b of the Bankruptcy Code. W. No Other Plan (11 U.S.C. 1129(c. The Plan Proponents seek confirmation of the Plan. No other entity has proposed a plan contradicting the current Plan. Therefore, section 1129(c of the Bankruptcy Code has been satisfied. X. Principal Purpose of the Plan (11 U.S.C. 1129(d. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, as amended. Y. Good Faith Solicitation (11 U.S.C. 1125(e. Based on the record before the Court in the Chapter 11 Cases, the Plan Proponents and their respective directors, officers, employees, members, agents, advisors, and professionals have acted and negotiated in good faith within the meaning of section 1125(e of the Bankruptcy Code and in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and are entitled to the protections afforded by section 1125(e of the Bankruptcy Code and the exculpation provisions set forth in Article VIII, Section 8.7.1 of the Plan. Z. Rule 9019 Settlement; Releases and Exceptions. Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under, described in, contemplated by, and/or implemented by the Plan, the releases described in Article VIII of the {6475800:4} 9 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 10 of 23

Plan constitute good faith compromises and settlements of the matters covered thereby. Such compromises and settlements are made in exchange for consideration and are in the best interest of the Holders of Claims, are within the range of possible litigation outcomes, are fair, equitable, reasonable and are integral elements of the restructuring and resolution of the Chapter 11 Cases in accordance with the Plan. Each of the release and exculpation provisions set forth in the Plan: 1. falls within the jurisdiction of this Court under 28 U.S.C. 1334(a, (b and (d; 2. is an essential means of implementing the Plan pursuant to section 1123(a(5 of the Bankruptcy Code; 3. is an integral element of the transactions incorporated into the Plan; 4. confers material benefit on, and is in the best interest of, the Debtors, their Estates, the Commitee and creditors; 5. is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties in interest in the Chapter 11 Cases with respect to the Debtors, their organization, capitalization, operation and liquidation to the extent provided in the Plan; and 6. is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code. AA. Release and Exculpation. The failure to effect the release and exculpation provisions of the Plan would seriously impair the Plan Proponents ability to confirm the Plan. Accordingly, the compromises and settlements embodied in the Plan are approved. BB. Rejection of Executory Contracts and Unexpired Leases. Article V of the Plan governing the rejection of executory contracts and unexpired leases satisfies the requirements of section 365(b of the Bankruptcy Code. II. CONCLUSIONS OF LAW 1. Exemption From Securities Law. Pursuant to section 1125(e of the Bankruptcy Code, the Plan Proponents transmittal of the Plan solicitation packages and their solicitation of {6475800:4} 10 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 11 of 23

acceptances of the Plan are not governed by, or subject to, any otherwise applicable law, rule, or regulation governing the offer, issuance, sale, or purchase of securities. 2. Exemption From Taxation. Pursuant to section 1146(a of the Bankruptcy Code, (a the issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer pursuant to the Plan, including, without limitation, merger agreements; agreements of consolidation, restructuring, disposition, liquidation, or dissolution; deeds; bills of sale; and transfers of tangible property, will not be subject to any stamp tax or other similar tax, and the appropriate state or local government officials or agents shall be, and hereby are, directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 3. Compliance With Section 1129 of the Bankruptcy Code. As set forth in Section I of this Confirmation Order, the Plan complies in all respects with the applicable requirements of section 1129 of the Bankruptcy Code. 4. Executory Contracts and Unexpired Leases. Each pre- or post-confirmation rejection of an executory contract or unexpired lease (if any pursuant to Article V of the Plan shall be legal, valid, and binding upon the Debtors and all non-debtor parties to such executory contract or unexpired lease, all to the same extent as if such rejection had been effectuated pursuant to an appropriate authorizing order of the Court entered before the Confirmation Date under section 365 of the Bankruptcy Code. 5. Retention of Jurisdiction. The Court may properly retain jurisdiction over the matters set forth in Article IX of the Plan and section 1142 of the Bankruptcy Code. {6475800:4} 11 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 12 of 23

III. ORDER 1. Confirmation. The Plan, and each of its provisions, shall be, and hereby is, approved and confirmed under section 1129 of the Bankruptcy Code; provided, however, that if there is any direct conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control. The failure to specifically include any particular provisions of the Plan in this Confirmation Order shall not diminish or impair the efficacy of such provisions, it being understood that it is the intent of the Court that the Plan be confirmed and approved in its entirety. 2. Resolution of Limited Objection. The Limited Objection shall be deemed WITHDRAWN in accordance with the terms of this Confirmation Order. 3. Plan Classification Controlling. The classifications of Claims and Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms of the Plan. 4. Binding Effect. The Plan and its provisions shall be binding upon the Plan Proponents, any entity acquiring or receiving property or a distribution under the Plan, and any holder of a Claim against or Interest in the Debtors, including all governmental entities, whether or not the Claim or Interest of such holder is impaired under the Plan and whether or not such holder or entity has accepted the Plan. Pursuant to sections 1123(a and 1142(a of the Bankruptcy Code and the provisions of this Confirmation Order, the Plan, and all Plan-related documents shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 5. Vesting of Assets. Pursuant to Article IV, Section 4.1 of the Plan, and except as otherwise provided in the Plan, on the Effective Date, the Liquidating Trust Assets shall be transferred to the Liquidating Trust. {6475800:4} 12 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 13 of 23

6. Transfers of Property. Notwithstanding anything in Section 1.2.1 of the Liquidating Trust Agreement to the contrary, the Debtors and their Estates shall transfer all property to the Liquidating Trust effective January 1, 2017. The transfers of property by the Debtors: (i to the Liquidating Trust (a are and will be legal, valid and effective transfers of property, (b vest and will vest the Liquidating Trust with good title to such property free and clear of all liens, charges, Claims, encumbrances or interests, except as expressly provided in the Plan or Confirmation Order, (c do not and will not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or non-bankruptcy law, and (d do not and will not subject the Liquidating Trust or the Liquidating Trustee to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law, including, without limitation, any laws affecting successor, transferee or stamp or recording tax liability; and (ii to the extent made before transfer to the Liquidating Trust, to Holders of Claims or Interests under the Plan are for good consideration and value. 7. Corporate Action. On the Effective Date, all matters provided in the Plan involving the corporate structure of the Debtors, and any corporate action required by the Debtors in connection with the Plan, shall be deemed to have occurred and shall be in effect without any requirement of further action by the officers, directors or management of the Debtors. 8. Plan Documents. There being no objections to any of the documents contained in the Plan, or any amendments, modifications and supplements thereto, and all documents and agreements introduced therein or contemplated by the Plan (including all exhibits and attachments thereto and documents referred to therein, including, but not limited to, the Liquidating Trust Agreement, the execution, delivery and performance thereof is authorized and approved, without need for further corporate action or further order or authorization of the Court. {6475800:4} 13 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 14 of 23

The Debtors are authorized and empowered to make any and all modifications to any and all documents included as part of the Plan that may be agreed to by the parties thereto and are consistent with the Plan. 9. Rejection of Executory Contracts and Unexpired Leases (11 U.S.C. 1123(b(2. Pursuant to Article V of the Plan, as of the Effective Date, all executory contracts and unexpired leases to which any of the Debtors is a party are deemed rejected, except for any executory contract or unexpired lease that (a has been assumed or rejected pursuant to a Final Order of the Court entered prior to the Effective Date, or (b is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Debtors prior to the Effective Date. 10. Bar Date for Rejection Damage Claims. Pursuant to Article V, Section 5.3 of the Plan, if the rejection of an Executory Contract or Unexpired Lease results in damages to the other party or parties to such contract or lease, a Claim for such damages, if not heretofore evidenced by a filed proof of claim, shall be forever barred and shall not be enforceable against the Debtors, the Liquidating Trust, the Liquidating Trustee, or any property to be distributed under the Plan unless a proof of claim is filed with the Court and served upon the Liquidating Trustee on or before the date that is 30 days after the later of (a notice of entry of an order approving the rejection of such Executory Contract or Unexpired Lease, or (b notice of the entry of Confirmation Order. 11. General Authorizations. Each of the Debtors is authorized to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan. The Debtors and their directors, officers, agents, and attorneys are authorized and empowered to issue, execute, deliver, file, or record any agreement, document, or security, and to take any action necessary or appropriate to implement, effectuate, {6475800:4} 14 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 15 of 23

and consummate the Plan in accordance with its terms, or take any or all corporate actions authorized to be taken pursuant to the Plan, including merger of any of the Debtors and the dissolution of each of the Debtors, and any release, amendment, or restatement of any bylaws, certificates of incorporation, or other organization documents of the Debtors, whether or not specifically referred to in the Plan, without further order of the Court, and any or all such documents shall be accepted by each of the respective state filing offices and recorded in accordance with applicable state law and shall become effective in accordance with their terms and the provisions of state law. In accordance with Article IV, Section 4.1 of the Plan, the Debtors are authorized, but not directed, to file certificates of cancellation, dissolution, or merger without further action under applicable law, regulation, order, or rule, including, without express or implied limitation, any action by the stockholders, members, or directors (or other governing body of the Debtors. 12. Securities Laws Exemption. The beneficial interests in the Liquidating Trust (i.e., the rights of holders of Allowed Claims to receive distributions under the Plan are exempt from the provisions of section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for the offer, issuance, distribution, or sale of a security by reason of section 1145(a of the Bankruptcy Code. The beneficial interests in the Liquidating Trust shall not be certificated and are not transferable. 13. Governmental Approvals Not Required. This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state or any other governmental authority with respect to the implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in or contemplated by the Plan, the Disclosure Statement, and any documents, instruments, or agreements, and any amendments or modifications thereto. {6475800:4} 15 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 16 of 23

14. The Liquidating Trust. The Liquidating Trust Agreement, as it may be executed on or before the Effective Date, is approved in all respects. Mark Kozel is approved to serve as the Liquidating Trustee. 15. Role of the Liquidating Trustee. Pursuant to the terms of the Liquidating Trust Agreement, the Liquidating Trustee shall be authorized to: (a effect all actions and execute all agreements, instruments and other documents necessary to implement the Liquidating Trust and the Plan; (b accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Liquidating Trust Assets (directly or through its professionals, in accordance with the Plan; (c sell, liquidate, transfer, distribute or otherwise dispose of the Liquidating Trust Assets (directly or through its professionals or any part thereof or any interest in the Plan upon such terms as the Liquidating Trustee determines to be necessary, appropriate or desirable; (d calculate and make distributions to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan and the Liquidating Trust; (e comply with the Plan and exercise the Liquidating Trustee s rights and fulfill his obligations thereunder; (f review, reconcile or object to Claims and resolve such objections as set forth in the Plan; (g investigate and pursue Causes of Action transferred to the Liquidating Trust; (h retain and compensate professionals to represent the Liquidating Trustee without further authority form the Bankruptcy Court; (i establish and maintain a Disputed Claims Reserve, if any; (j file appropriate Tax returns and other reports on behalf of this Liquidating Trust and pay Taxes or other obligations owed by the Liquidating Trust; (k exercise such other powers as may be vested in the Liquidating Trustee under the Liquidating Trust Agreement or the Plan, or as deemed by the Liquidating Trustee to be necessary and proper to implement the provisions of the Plan and the Liquidating Trust Agreement; (l object to the amount of any Claim on the Schedules if the Liquidating Trustee determines in good faith that the Claim is invalid or has {6475800:4} 16 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 17 of 23

previously been paid or satisfied; (m pay any and all residual statutory fees of any Debtors as provided in the Plan; and (n dissolve the Liquidating Trust in accordance with the terms of the Liquidating Trust Agreement of the Plan. 16. Books and Records. On the Effective Date, the Debtors shall transfer and assign to the Liquidating Trust full title to, and the Liquidating Trustee shall be authorized to take possession of, all the books and records of the Debtors. 17. Quarterly Reporting Requirement. The Liquidating Trustee, on behalf of the Liquidating Trust, shall file with the Court, and serve on any party entitled to receive such report, no later than 30 days after March 31, June 30, September 30, and December 31 of each calendar year, a quarterly report regarding the administration of property subject to its ownership and control pursuant to the Plan, distributions made by it, fees and expenses of the Liquidating Trust paid in any such quarterly period, and other matters relating to the implementation of the Plan. 18. Causes of Action. Pursuant to Article IV, Section 4.2.10 of the Plan, on and after the Effective Date, the Liquidating Trustee may settle, compromise, abandon or withdraw any Cause of Action without further order of the Court. The Liquidating Trustee may settle or compromise any Disputed Claims in any manner approved by the Court. 19. Final Fee Applications. Pursuant to Article II, Section 2.1.1 of the Plan, all unpaid Fee Claims incurred by Professionals prior to the Effective Date shall be subject to final allowance or disallowance upon application to the Court pursuant to sections 328, 330 or 503(b(4 of the Bankruptcy Code ( Final Fee Applications. Final Fee Applications shall be Filed no later than 30 days after the Effective Date. Objections to any Fee Claims must be filed and served on the Notice Parties within 21 days after the filing of the applicable request for payment of the Fee Claim. {6475800:4} 17 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 18 of 23

20. Releases and Exculpations. Pursuant to section 1123(b(3 of the Bankruptcy Code and Bankruptcy Rule 9019(a, the settlements, compromises, releases, exculpations, and injunctions set forth in the Plan, including, but not limited to, the releases and exceptions set forth in Article VIII, Sections 8.6.3 and 8.6.4 of the Plan, shall be, and hereby are, approved as fair, equitable, reasonable and in the best interests of the Plan Proponents, the Debtors estates and creditors. Parties that voted to accept the Plan have agreed to release the Released Parties under the terms set forth in the Plan. Notwithstanding anything in the Plan or in the releases set forth herein to the contrary, nothing in this Confirmation Order shall be construed to release, and the Plan Proponents do not hereby release, any rights of the respective Plan Proponents: (a to enforce the Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered thereunder; (b to litigate Disputed Claims, including without limitation to make any claim, or demand or allege and prosecute any Cause of Action against any holder of any Disputed Claims; and (c to litigate Claims and Causes of Action not specifically released herein, including claims and Causes of Action contained in any adversary complaint filed during the pendency of the Chapter 11 Cases that have not been withdrawn or dismissed prior to the Confirmation Date. 21. Injunction. Except as otherwise provided in the Plan or this Confirmation Order, as of the Confirmation Date, all entities that have held, currently hold, or may hold a Claim or other debt or liability against the Debtors or an Interest or other right of an equity security holder, are permanently enjoined from taking any of the following actions on account of any such Claims, debts, Liabilities, Interests, or rights: (a commencing or continuing in any manner any action or other proceeding against the Exculpated Parties, the Liquidating Trust, or the Liquidating Trustee, or their respective property; (b enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Exculpated Parties, {6475800:4} 18 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 19 of 23

the Liquidating Trust, or the Liquidating Trustee, or their respective property; (c creating, perfecting, or enforcing any lien or encumbrance against the Exculpated Parties, the Liquidating Trust, or the Liquidating Trustee, or their respective property; (d asserting a right of subordination of any kind against any debt, liability, or obligation due to the Exculpated Parties, the Liquidating Trust, or the Liquidating Trustee, or their respective property; or (e commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Joint Plan. 22. Effective Date. The Plan shall become effective upon satisfaction of the conditions in Article VIII, Section 8.2 of the Plan. The Liquidating Trustee shall file a Notice of Effective Date with the Court within ten (10 days of such conditions being satisfied. 23. Nonoccurrence of Effective Date. Pursuant to Article VIII, Section 8.5 of the Plan, if each of the conditions to the Effective Date is not satisfied or duly waived in accordance with Article VIII, Section 8.3 of the Plan, then upon the commencement of an adversary proceeding in accordance with Bankruptcy Rule 7001(5 by the Plan Proponents made before the time that each of such conditions has been satisfied and upon notice to such parties in interest as the Court may direct, this Confirmation Order will be vacated; provided, however, that, notwithstanding the Filing of such adversary proceeding, this Confirmation Order may not be vacated if each of the conditions to the Effective Date is satisfied or waived before the Court enters an order in the adversary proceeding vacating the Confirmation Order. If the Confirmation Order is vacated pursuant to Article VIII, Section 8.5 then: (a the Plan will be null and void in all respects, including with respect to the releases described in Article VIII, Section 8.6.4; (b nothing contained in the Plan will (i constitute a waiver or release of any Claims by or against any Debtor, or (ii prejudice in any manner the rights of the Plan Proponents or any other party in interest; and (c the Liquidating Trust, if already created, shall be promptly dissolved. {6475800:4} 19 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 20 of 23

24. Substantive Consolidation. Subject to the occurrence of the Effective Date, on the Effective Date, the Debtors estates shall be substantively consolidated to the extent provided in the Plan. 25. Binding Effect. Pursuant to sections 1123(a and 1142(a of the Bankruptcy Code, the provisions of this Confirmation Order and the Plan shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 26. Severability. Each term and provision of the Plan, as it may have been altered or interpreted by the Court in accordance with Article X, Section 10.3 of the Plan, is valid and enforceable pursuant to its terms. 27. Notice of Entry of Confirmation Order. On or before the fifth Business Day following the date of entry of the Confirmation Order, the Plan Proponents shall, unless the Court serves such notice, serve notice of entry of the Confirmation Order pursuant to Bankruptcy Rules 2002(f(7, 2002(k, and 3020(c on all creditors and record interest holders, the United States trustee, and all other parties in interest, by causing notice of entry of the Confirmation Order (the Notice of Confirmation, to be delivered to such parties by first-class mail, postage prepaid. The notice procedures set forth herein are adequate under the particular circumstances and no other or further notice is necessary. 28. Dissolution of the Creditors Committee. The Committee shall be dissolved on the Effective Date and shall not continue to exist thereafter except for the limited purposes of filing any remaining fee applications, and the professionals retained by the Committee shall be entitled to compensation for services performed and reimbursement of expenses incurred in connection therewith. {6475800:4} 20 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 21 of 23

29. Waiver of 14-Day Stay. The 14-day stays contained in Bankruptcy Rules 3020(e, 6004(h and 6006(d are hereby waived, and confirmation of the Plan shall be effective immediately upon entry of this Confirmation Order. 30. Resolution of Limited Objection. Notwithstanding any provision to the contrary in the Plan or stated above, nothing in the Plan or this Confirmation Order shall be deemed to operate as a release of any claims alleged by QSL Waco, Inc. and QSL Realty Waco, Inc. against John Longstreet in the lawsuit styled as QSL Waco, Inc. and QSL Realty Waco, Inc. v. Lube Holdings, Inc., Quaker Steak & Lube Franchising Corporation and John Longstreet, Case No. 4:14CV591-ALM-KPJ, pending in the United States District Court for the Eastern District of Texas, Sherman Division (the Waco Lawsuit ; provided, however, that all claims, rights and defenses with respect to the Waco Lawsuit shall be preserved. 31. Pursuant to Section 2.1.1(c of the Plan, holders of Administrative Claims, other than Fee Claims incurred by Professionals prior to the Effective Date, shall have through February 1, 2017, to File with the Court and serve such requests for the allowance and payment of such Administrative Claim. The Liquidating Trustee shall have through May 1, 2017, to review and, if necessary, object to any such request for payment of an Administrative Claim in accordance with the terms of the Plan. In the event that the Liquidating Trustee does not object to a request for payment, such Administrative Claim shall be deemed an Allowed Claim and the Liquidating Trustee is authorized to pay such Allowed Administrative Claim in accordance with terms of the Plan and Liquidating Trust without further order of the Court. As soon as practicable after entry of this Confirmation Order, the Debtors shall cause to be served a notice of the bar date for filing Administrative Claims on all known parties in interest. # # # {6475800:4} 21 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 22 of 23

Prepared by: /s/michael J. Kaczka Scott N. Opincar (0064027 Michael J. Kaczka (0076548 McDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH 44114-2653 Phone (216 348-5400 Fax (216 348-5474 sopincar@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION {6475800:4} 22 15-52722-amk Doc 483 FILED 12/19/16 ENTERED 12/19/16 16:58:42 Page 23 of 23