SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2019 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 16, 2019, by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and Stefac LP, a Delaware limited partnership (the “Subscriber”), that is subscribing hereby to purchase shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • July 24th, 2019 • Vintage Capital Management LLC • Heating equipment, except electric & warm air furnaces • Delaware
This Exchange and Purchase Agreement (this “Agreement”), dated as of July 23, 2019, is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and Vintage Capital Management, LLC, a Delaware limited liability company and holder of the Tranche A-1 Term Loan under the Company’s Credit Agreement (each as defined herein) (the “Purchaser”). As used herein, “Parties” refers collectively to the Company and the Purchaser.
Tributum, L.P. c/o Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819Equity Commitment Letter • August 8th, 2019 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This letter agreement (this “Letter Agreement”) sets forth the commitment of Tributum, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase, directly or indirectly, of, shares of common stock, par value $0.01 per share (“Parent Common Stock”), of Liberty Tax, Inc. (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof and hereof, the “Merger Agreement”) entered into concurrently herewith by and among Parent, Valor Acquisition, LLC, Delaware limited liability company (“Merger Sub”), and The Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company with the Company as the surviving company of such merger as a wholly owned subsidiary of Parent (the “Merger”). Each
Stock Purchase AGREEMENTStock Purchase Agreement • February 10th, 2021 • Vintage Capital Management LLC • Heating equipment, except electric & warm air furnaces • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of February 8, 2021, is made by and among B. Riley Financial, Inc., a Delaware corporation (the “Purchaser”), and Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage” or the “Seller”). As used herein, “Parties” refers collectively to the Purchaser and the Seller.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • May 11th, 2023 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This Interim Investors Agreement (this “Agreement”), is made as of May 10, 2023, by and among Brian R. Kahn, an individual (“Kahn”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley” and together with Kahn, the “Investors”), and Freedom VCM Holdings, LLC, a Delaware limited liability company (the “TopCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • August 8th, 2019 • Vintage Capital Management LLC • Retail-food stores • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of August 8, 2019, is by and among Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A attached hereto (each, a “Holder” and, collectively, the “Holders”).
AGREEMENTShareholder Agreement • May 14th, 2014 • Vintage Capital Management LLC • Services-equipment rental & leasing, nec • Georgia
This AGREEMENT, dated as of May 13, 2014 (this “Agreement”), is by and among Aaron’s, Inc., a Georgia corporation (the “Company”), the entities and natural persons listed on Schedule A hereto (collectively, the “Vintage Group”) and Matthew E. Avril (each of the Company, the members of the Vintage Group and Mr. Avril, a “Party” to this Agreement and, collectively, the “Parties”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2018 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into as of July 30, 2018 by and between Vintage Tributum LP, a Delaware limited partnership (the “Purchaser”), and John T. Hewitt (“Hewitt”) and the John T. Hewitt IRA held in the custody of Merrill Lynch Wealth Management (the “Hewitt IRA”) (Hewitt and the Hewitt IRA, the “Sellers”). The Purchaser and the Sellers are referred to, each as a “Party,” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 8th, 2020 • Vintage Capital Management LLC • Patent owners & lessors • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2020 (“Effective Date”), by and between B. Riley Securities, Inc. (the “Seller”) and Brian Kahn and Lauren Kahn Joint Tenants by Entirety (the “Buyer”).
Vintage Capital Management, LLCShareholder Agreement • February 2nd, 2018 • Vintage Capital Management LLC • Heating equipment, except electric & warm air furnaces
Reference is made to the Agreement, dated as of January 3, 2018 (the “Agreement”), among Babcock & Wilcox Enterprises, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn. Capitalized terms used in this letter and not otherwise defined have the meaning given to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 27th, 2017 • Vintage Capital Management LLC • Radio & tv broadcasting & communications equipment
This joint filing agreement (this “Agreement”) is made and entered into as of July 27, 2017, by and among Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 19th, 2018 • Vintage Capital Management LLC • Retail-food stores • Delaware
This joint filing and solicitation agreement (this “Agreement”) is made and entered into as of March 18, 2018, between (a) Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage Capital”), Kahn Capital Management, LLC, a Delaware limited liability company (“Kahn Capital”), and Brian R. Kahn; and (b) Shah Capital Management, Inc., a North Carolina corporation (“SCM”), Shah Capital Opportunity Fund LP, a Delaware limited partnership, and Himanshu H. Shah. The parties to this Agreement are each referred to as a “Party” and referred to collectively as the “Parties” or the “Group.”
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2014 • Vintage Capital Management LLC • Printed circuit boards
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of IEC Electronics Corp., a Delaware corporation; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
VOTING AGREEMENTVoting Agreement • August 1st, 2018 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018, by and between Vintage Tributum LP, a Delaware limited partnership (“Purchaser”) and the undersigned equity holder (the “Stockholder”) of Liberty Tax, Inc. (the “Company”). Purchaser and the Stockholder are referred to together as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 10th, 2020 • Vintage Capital Management LLC • Heating equipment, except electric & warm air furnaces • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2020 (“Effective Date”), by and between B. Riley Financial, Inc. (the “Buyer”) and Vintage Capital Management LLC (the “Seller”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 27th, 2020 • Vintage Capital Management LLC • Patent owners & lessors • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2020 (“Effective Date”), by and between Dialectic Antithesis Partners, LP (the “Seller”) and Brian and Lauren Kahn, Tenants by the Entirety (the “Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 12th, 2015 • Vintage Capital Management LLC • Services-equipment rental & leasing, nec
The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and all amendments thereto jointly on behalf of each such party. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2011 • Vintage Capital Management LLC • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of Anaren, Inc., a New York corporation; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
JOINT FILING AGREEMENTJoint Filing Agreement • April 5th, 2019 • Vintage Capital Management LLC • Heating equipment, except electric & warm air furnaces
This joint filing agreement (this “Agreement”) is made and entered into as of April 5, 2019, by and among Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.
December 18, 2018Merger Agreement • December 19th, 2018 • Vintage Capital Management LLC • Services-equipment rental & leasing, nec
Tributum, L.P. c/o Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819Equity Commitment Letter • August 28th, 2019 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This letter agreement (this “Letter Agreement”) sets forth the commitment of Tributum, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase, directly or indirectly, of, shares of common stock, par value $0.01 per share (“Parent Common Stock”), of Liberty Tax, Inc. (“Parent”). It is contemplated that, pursuant to the Equity and Asset Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof and hereof, the “Purchase Agreement”) entered into concurrently herewith by and among Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Seller”), Franchise Group Newco S, LLC (the “Purchaser”) and solely for purposes of Section 10.17 thereof, Parent, subject to the terms and conditions set forth therein, the Purchaser will purchase and acquire the businesses of the Seller’s Sears Outlet segment and Buddy’s Home Furnishings Sto
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • May 9th, 2019 • Vintage Capital Management LLC • Retail-eating places
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • February 7th, 2014 • Vintage Capital Management LLC • Services-equipment rental & leasing, nec
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.50 per share, of Aaron’s, Inc., a Georgia corporation; and (ii) that this agreement be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 4th, 2020 • Vintage Capital Management LLC • Patent owners & lessors • New York
This Share purchase Agreement (this “Agreement”) is made and entered into as of July 30, 2020 (“Effective Date”), by and between B. Riley Securities, Inc. (the “Seller”) and Brian R. Kahn Irrevocable Trust Dated October 29, 2009 (the “Buyer”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2018 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into as of July 30, 2018 by and between Vintage Tributum LP, a Delaware limited partnership (the “Purchaser”), and Datatax Business Services Limited (“Datatax”), 714718 Alberta, Ltd. (“Alberta”) and Steven Ibbotson (“Ibbotson”) (Datatax, Alberta and Ibbotson, the “Sellers”). The Purchaser and the Sellers are referred to, each as a “Party,” and collectively as the “Parties.”
AGREEMENTStock Purchase Agreement • August 1st, 2018 • Vintage Capital Management LLC • Patent owners & lessors • Delaware
This Agreement, dated July 19, 2018 (this “Agreement”), is by and between Liberty Tax, Inc., a Delaware corporation (the “Company”), and Vintage Tributum LP, a Delaware limited partnership (“Vintage”) (each of the Company and Vintage, a “Party” to this Agreement, and collectively, the “Parties”).
