AGREEMENT AND PLAN OF MERGER by and among LIBERTY TAX, INC., VALOR ACQUISITION, LLC and VITAMIN SHOPPE, INC. Dated as of August 7, 2019Merger Agreement • August 8th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 7, 2019, by and among Liberty Tax, Inc., a Delaware corporation (“Parent”), Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Vitamin Shoppe, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
REVOLVING CREDIT AGREEMENT dated as of February 26, 2008 among JTH TAX, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., as Arranger and Book ManagerRevolving Credit Agreement • September 2nd, 2011 • JTH Holding, Inc. • Virginia
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2008, by and among JTH TAX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April 30, 2012 among JTH HOLDING, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and CITIZENS BANK OF PENNSYLVANIA as Syndication Agent...Revolving Credit and Term Loan Agreement • May 18th, 2012 • JTH Holding, Inc. • Services-personal services • Virginia
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2012, by and among JTH HOLDING, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
AGREEMENT AND PLAN OF MERGER entered into by and among Franchise Group, Inc., FREEDOM VCM, INC. and FREEDOM VCM SUBCO, INC. Dated as of May 10, 2023Merger Agreement • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2023, is entered into by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and an indirectly Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
CREDIT AGREEMENT dated as of May 16, 2019 among LIBERTY TAX, INC., as the Borrower, THE LENDERS PARTY HERETO, CIBC BANK USA and FIRST TENNESSEE BANK, N.A., as Co-Syndication Agents and CITIZENS BANK, N.A., as Administrative Agent and CITIZENS BANK,...Credit Agreement • May 16th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2016 • Liberty Tax, Inc. • Patent owners & lessors • Virginia
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of the 1st day of July, 2016 by and among Liberty Tax, Inc., a Delaware corporation (the "Holding Company"), JTH Tax Inc, a Delaware corporation ("JTH Tax") and Subsidiary of the Holding Company and John T. Hewitt ("Executive"). Liberty Tax, Inc. together with its Subsidiaries (including JTH Tax), shall be referred to in this Agreement as the "Company."
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Virginia
EMPLOYMENT AGREEMENT (this “Agreement”), dated June 9, 2019, between Liberty Tax, Inc. a Delaware corporation (“Company”), JTH Tax Inc., a Delaware corporation (“Subco” and together with Company, the “Employers”), and any of their respective successors, and Michael Brent Turner (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 14, 2020, by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and Kayne FRG Holdings, L.P., 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”).
INTERCREDITOR AGREEMENT dated as of December 16, 2019 among JPMORGAN CHASE BANK, N.A., as ABL Representative, GACP FINANCE CO., LLC, as Term Loan Representative, VITAMIN SHOPPE INDUSTRIES LLC and CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY...Intercreditor Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
INTERCREDITOR AGREEMENT dated as of December 16, 2019 (this “Agreement”), among JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent under the ABL Agreement (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), GACP FINANCE CO., LLC, in its capacity as administrative agent under the Term Loan Agreement (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • February 23rd, 2022 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This Agreement (this “Agreement”) is between Lee Wright (“Executive”) and Franchise Group, Inc. (“Franchise Group” and, together with its Affiliates, the “Company”).
SECURITY AGREEMENTSecurity Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2020, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and KAYNE SOLUTIONS FUND, L.P., a Delaware limited partnership (“Kayne”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Collateral Agent”).
CREDIT AGREEMENT dated as of October 23, 2019 by and among FRANCHISE GROUP INTERMEDIATE S, LLC, as Holdings, FRANCHISE GROUP NEWCO S, LLC, as Borrower, any Subsidiaries of Borrower party hereto as Guarantors, each other Affiliate of Borrower party...Credit Agreement • October 23rd, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 29th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This Second Amended and Restated Loan and Security Agreement dated December 16, 2019 (this “Agreement”) is by and among Vitamin Shoppe Industries LLC, a New York limited liability company, Vitamin Shoppe Mariner, LLC, a Delaware limited liability company, Vitamin Shoppe Global, LLC, a Delaware limited liability company, Vitamin Shoppe Florida, LLC, a Delaware limited liability company, Betancourt Sports Nutrition, LLC, a Florida limited liability company, Vitamin Shoppe Procurement Services, LLC, a Delaware limited liability company, as Borrowers, Valor Acquisition, LLC, a Delaware limited liability company (successor by merger to Vitamin Shoppe, Inc.) (“Parent”), as Parent and a Guarantor, the parties hereto from time to time as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, “Agent” as hereinafter further defined
FRANCHISE GROUP, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 2,976,191 shares of its 7.50% Series A Cumulative Perpetual Preferred Stock, par...Underwriting Agreement • January 15th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
Liquidation Preference: The liquidation preference of each share of Series A Preferred Stock is $25.00. Upon liquidation, holders of Series A Preferred Stock will be entitled to receive the liquidation preference with respect to their shares of Series A Preferred Stock plus an amount equal to accumulated but unpaid dividends with respect to such shares.
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 3rd, 2023 • Franchise Group, Inc. • Patent owners & lessors • New York
This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of February 2, 2023 (this “Amendment”), among FRANCHISE GROUP, INC., a Delaware corporation (the “Lead Borrower”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“FG Newco Intermediate AF”, and together with the Lead Borrower, FG Newco PSP and Valor, individually and collectively, the “Borrower”), certain subsidiaries of the Lead Borrower party hereto, each of the lenders listed on the signature pages hereto as a “Third Amendment Term Loan Lender” (in such capacity, the “Third Amendment Term Loan Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPM”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), which amends that certain First Lien C
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of October 2, 2019, by and among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and CIBC BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”).
RETENTION BONUS and RESTRICTED STOCK UNIT AGREEMENT viaRetention Bonus and Restricted Stock Unit Agreement • September 6th, 2017 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
This Agreement is made as of September 6, 2017 by and between Liberty Tax, Inc., a Delaware corporation ("Company"), and Vanessa Szajnoga ("Employee").
JOINDER AND AMENDMENT NUMBER THREE TO ABL CREDIT AGREEMENTAbl Credit Agreement • May 7th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This CREDIT AGREEMENT, dated as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), as a Borrower, FRANCHISE GROUP MERGER SUB AF, INC., a Delaware corporation (“Merger Sub”), as a Borrower (which, on the Closing Date, shall be merged with and into AMERICAN FREIGHT GROUP, INC., a Delaware corporation (“AFGI”), with AFGI surviving such merger as a Borrower), certain other Subsidiaries of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors, the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender,” as that term is hereinafter further defined), GACP FINANCE CO., LLC, a Delaware limited liability company (“GACP
AREA DEVELOPER AGREEMENTArea Developer Agreement • July 1st, 2015 • Liberty Tax, Inc. • Patent owners & lessors
WHEREAS, JTH Tax, Inc. d/b/a Liberty Tax Service (“Liberty”) franchises a system for the operation of tax return preparation offices (the “Franchise”); and
FRANCHISE AGREEMENT EXHIBIT BFranchise Agreement • July 1st, 2015 • Liberty Tax, Inc. • Patent owners & lessors
SECOND LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and ALTER DOMUS (US) LLC,...Second Lien Collateral Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN COLLATERAL AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“NewCo AF”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”, and together with Lead Borrower, Valor and NewCo AF, individually and collectively, the “Borrower”), the other GRANTORS from time to time party hereto and ALTER DOMUS (US) LLC, as collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • May 18th, 2012 • JTH Holding, Inc. • Services-personal services • Virginia
THIS SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2012, among JTH HOLDING, INC., a Delaware corporation (the “Borrower”), JTH TAX, INC., a Delaware corporation (“JTH”), WEFILE INC., a Virginia corporation (“WeFile”), LTS SOFTWARE INC., a Virginia corporation (“LTS Software”), LTS PROPERTIES, LLC, a Virginia limited liability company (“LTS Properties”), JTH FINANCIAL, LLC, a Virginia limited liability company (“JTH Financial”), and each other Subsidiary of the Borrower hereafter becoming a party hereto (Borrower, JTH, WeFile, LTS Software, LTS Properties, JTH Financial and each other Subsidiary of the Borrower hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as the Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other Secured Parties (as such term is defined in the Revolving Credit and Term Loan Agreement, dated
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 5th, 2022 • Franchise Group, Inc. • Patent owners & lessors • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of this 26th day of April, 2022 (the “Effective Date”), by and between W.S. BADCOCK CORPORATION, a Florida corporation having an address at 200 NW Phosphate Boulevard, Mulberry, Florida 33860 (“Seller”), and CAI INVESTMENTS SUB SERIES 100, LLC, a Nevada limited liability company having an address at 9325 W. Sahara Avenue, Las Vegas, Nevada 89117 (“Purchaser”).
PLEDGE AND SECURITY AGREEMENT among LIBERTY TAX, INC., EACH OF THE GUARANTORS PARTY HERETO and CITIZENS BANK, N.A., as the Administrative Agent ____________________________________ Dated as of May 16, 2019Pledge and Security Agreement • May 16th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • New York
FIRST LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and JPMORGAN CHASE BANK, N.A., as Collateral AgentFirst Lien Collateral Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST LIEN COLLATERAL AGREEMENT, dated as of November 22, 2021 (this “Agreement”), between W.S. BADCOCK CORPORATION, a Florida corporation (the “Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT dated as of November 22, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC,...Second Lien Credit Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN CREDIT AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”) and FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“FG Newco Intermediate AF”, and together with Lead Borrower, FG Newco PSP and Valor, individually and collectively, the “Borrower”), the Lenders from time to time party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Collateral Agent.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among VITAMIN SHOPPE INDUSTRIES LLC, and certain Subsidiaries of Vitamin Shoppe Industries LLC as Borrowers and VALOR ACQUISITION, LLC (successor by merger to Vitamin Shoppe, Inc.) as...Loan and Security Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
This Second Amended and Restated Loan and Security Agreement dated December 16, 2019 (this “Agreement”) is by and among Vitamin Shoppe Industries LLC, a New York limited liability company, Vitamin Shoppe Mariner, LLC, a Delaware limited liability company, Vitamin Shoppe Global, LLC, a Delaware limited liability company, Vitamin Shoppe Florida, LLC, a Delaware limited liability company, Betancourt Sports Nutrition, LLC, a Florida limited liability company, Vitamin Shoppe Procurement Services, LLC, a Delaware limited liability company, as Borrowers, Valor Acquisition, LLC, a Delaware limited liability company (successor by merger to Vitamin Shoppe, Inc.) (“Parent”), as Parent and a Guarantor, the parties hereto from time to time as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, “Agent” as hereinafter further defined
Tributum, L.P. c/o Vintage Capital Management, LLC Orlando, FL 32819Equity Commitment Letter • January 31st, 2020 • Franchise Group, Inc. • 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
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT by and among FRANCHISE GROUP NEWCO PSP, LLC PSP HOLDINGS, LLC, SENTINEL CAPITAL PARTNERS VI-A, L.P., SENTINEL PSP BLOCKER, INC., PSP MIDCO, LLC, PSP INTERMEDIATE, LLC, SENTINEL CAPITAL PARTNERS, L.L.C.,...Equity Purchase Agreement • March 8th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
THIS AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of March 3, 2021 is made by and among (i) Franchise Group Newco PSP, LLC, a Delaware limited liability company (“Purchaser”); (ii) PSP Holdings, LLC, a Delaware limited liability company (“PSP Holdings”); (iii) Sentinel Capital Partners VI-A, L.P., a Delaware limited partnership (the “Blocker Owner”); (iv) Sentinel PSP Blocker, Inc., a Delaware corporation (“Blocker Corp”); (v) PSP Midco, LLC, a Delaware limited liability company (the “Company”); (vi) PSP Intermediate, LLC, a Delaware limited liability company (“PSP Intermediate”); (vii) Sentinel Capital Partners, L.L.C., a Delaware limited liability company (“Sentinel”), solely for purposes of agreeing to the covenants set forth in Section 6.8 and Section 6.9; (viii) PSP Midco Holdings, LLC, a Delaware limited liability company (“Midco Holdings”); and (ix) Franchise Group, Inc., a Delaware corporation (“FRG”) solely for purposes of agreeing to the covenan
AMENDED AND RESTATED MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • February 3rd, 2012 • JTH Holding, Inc. • Services-personal services
This AMENDED AND RESTATED MARKETING AND SERVICING AGREEMENT is effective the 29th day of November, 2011, and is between JTH Tax, Inc. d/b/a Liberty Tax Service, a Delaware corporation, with a principal place of business at 1716 Corporate Landing Parkway, Virginia Beach, VA 23454 (“Liberty”) and REPUBLIC BANK & TRUST COMPANY, with a principal place of business at 601 West Market Street, Louisville, KY 40202 (“Republic”).
CompleteTax® Program License AgreementCompletetax Program License Agreement • November 7th, 2011 • JTH Holding, Inc. • Services-personal services • Illinois
This CompleteTax® Program License Agreement (“Agreement”) is entered into by and between the individual or legal entity identified in the order form or renewal document which expressly incorporates this Agreement by reference (the “Licensee”) and CCH INCORPORATED (“CCH”) with offices at 2700 Lake Cook Road, Riverwoods, IL 60015-3867.
MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • November 7th, 2011 • JTH Holding, Inc. • Services-personal services
This MARKETING AND SERVICING AGREEMENT is effective the 30 day of November 2009, and is between JTH Tax, Inc. d/b/a Liberty Tax Service, a Delaware corporation, with a principal place of business at 1716 Corporate Landing Parkway, Virginia Beach, VA 23454 (“Licensee”) and REPUBLIC BANK & TRUST COMPANY, with a principal place of business at 601 West Market Street, Louisville, KY, 40202 (“Republic”).
EQUITY AND ASSET PURCHASE AGREEMENT by and between SEARS HOMETOWN AND OUTLET STORES, INC., FRANCHISE GROUP NEWCO S, LLCEquity and Asset Purchase Agreement • August 28th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of August 27, 2019 (this “Agreement”), has been entered into by and between Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Seller”), Franchise Group Newco S, LLC, a Delaware limited liability company (the “Purchaser”), and, solely for purposes of Section 10.17, Liberty Tax, Inc., a Delaware corporation (“Parent” and, together with the Seller and the Purchaser, the “Parties”, and each, a “Party”).
LIMITED GUARANTEELimited Guarantee • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware
THIS LIMITED GUARANTEE, dated as of May 10, 2023 (this “Limited Guarantee”), is made by B. Riley Financial, Inc., a Delaware corporation (the “Guarantor”), in favor of Franchise Group, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments thereto unless such amendments are approved by the Guarantor in accordance with Section 8 of this Limited Guarantee, the “Merger Agreement”), by and among the Company, Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT TO MARKETING AND SERVICING AGREEMENTMarketing and Servicing Agreement • November 7th, 2011 • JTH Holding, Inc. • Services-personal services
This is an AMENDMENT dated as of December 27, 2009 (the “Amendment”), to the MARKETING AND SERVICING AGREEMENT, entered into and effective November 30, 2009 (the “Agreement”), and is between JTH Tax, Inc. d/b/a Liberty Tax Service, a Delaware corporation, with a principal place of business at 1716 Corporate Landing Parkway, Virginia Beach, VA 23454 (“Licensee”) and REPUBLIC BANK & TRUST COMPANY, with a principal place of business at 601 West Market Street, Louisville, KY, 40202 (“Republic”).
