BIGLARI HOLDINGS INC. 17802 IH 10 WEST, SUITE 400 SAN ANTONIO, TEXAS 78257 TELEPHONE• (210) 344-3400 FAX (210) 344-3411 January 30, 2019 Mr. Lance T. Funston Capital Preservation Solutions, LLC 193 Conshohocken State Road Penn Valley, PA 19072 Dear...
BIGLARI HOLDINGS INC. 00000 XX 00 XXXX, XXXXX 000 XXX XXXXXXX, XXXXX 00000 TELEPHONE• (000) 000-0000 FAX (000) 000-0000 January 30, 2019 Xx. Xxxxx X. Xxxxxxx Capital Preservation Solutions, LLC 000 Xxxxxxxxxxxx Xxxxx Xxxx Xxxx Xxxxxx, XX 00000 Dear Xxxxx: Reference is made to the Agreement, dated as of June 14, 2016 (the "Agreement"), by and between Xxxxx Xxxxxxx ("Xxxxxxx"), The Lion Fund, L.P. ("TLF") and Biglari Holdings Inc. ("Holdings" and, together with Xxxxxxx and TLF, collectively, the "Parties"). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement. The Parties hereby agree to amend the Agreement as follows: in consideration of the payment by Xxxxxxx by no later than January 30, 2019 of $200,000.00 (the "Amendment Payment") by wire transfer of immediately available funds to an account to be designated by Holdings, notwithstanding anything to the contrary in the Agreement, the Put Period shall be extended until April 30, 2020. If the Amendment Payment is not made by January 30, 2019, then this letter shall constitute a Put Right Notice under the Agreement by which Holdings notifies Xxxxxxx that Holdings is hereby exercising its Put Right to sell all of the Aggregate Shares, constituting 776,259 shares of common stock of CCA Industries, Inc., to Xxxxxxx. In such event, Xxxxxxx shall pay the aggregate Put Purchase Price for such shares of $4,657,554 by wire transfer of immediately available funds to an account to be designated by Holdings. Except as amended hereby, the Agreement remains in full force and effect. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules in that or any other jurisdiction. No provision of this letter agreement may be amended, waived or otherwise modified except by a written agreement executed by the parties hereto. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. One or more counterparts of this letter agreement may be delivered by telecopier or pdf electronic transmission, with the intention that they shall have the same effect as an original counterpart hereof. [Signature page follows] 4885752-1
Sincerely, BIGLARI HOLDINGS INC. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Chairman and Chief Executive Officer THE LION FUND, L.P. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Chairman and Chief Executive Officer AGREED AND ACCEPTED: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx