AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT December 16, 2019
Exhibit 10.6
EXECUTION VERSION
AMENDMENT NO. 3
TO
December 16, 2019
Reference is hereby made to that certain Registration Rights Agreement, dated as of July 10, 2019 (as amended from time to time prior to the date hereof, the “Registration Rights Agreement”), by and among Franchise Group, Inc. (f/k/a Liberty Tax, Inc.), a Delaware corporation (the “Company”), and the parties listed on Schedule 1 thereto (the “Investors”).
WHEREAS, the Company and the Vintage Group Members desire to amend the Registration Rights Agreement pursuant to this Amendment No. 3 (this “Amendment”) in accordance with Section 3.12 thereof; and
WHEREAS, capitalized terms used herein but not defined shall have the meaning set forth in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment.
(a) The definition of “Registrable Shares” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
“Registrable Shares” means, at any time, (i) the shares of Common Stock that were purchased by Tributum, L.P., pursuant to the Vintage Subscription Agreements and that are beneficially owned by Tributum, L.P. (or another Vintage Group Member as a result of a Transfer of such shares by Tributum, L.P., to such other Vintage Group Member), (ii) the shares of Common Stock that are purchased by any Vintage Group Member pursuant to any subscription agreement, equity commitment or similar agreement between such Vintage Group Member and the Company, (iii) the shares of Common Stock issued or issuable by the Company upon a redemption of New Holdco Units and shares of Voting Non-Economic Preferred Stock by New Holdco and the Company, respectively, pursuant to the A&R New Holdco LLC Agreement and the Certificate of Designation, (iv) any shares of Common Stock that were purchased by the Investors with the proceeds from the Debt Financing or any amounts distributed thereto by New Holdco in connection with the tender offer contemplated by the Business Combination Agreement, (v) any shares of Common Stock issued to any Co-Investor and (vi) any shares of capital stock or other equity securities issued in exchange for or in substitution of a dividend or distribution on any shares of Common Stock referred to in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), but excluding any such shares of Common Stock (including shares of Common Stock issuable upon a redemption of New Holdco Units and shares of Voting Non-Economic Preferred Stock) that have, after the date hereof, been Transferred pursuant to (a) a registration statement or valid registration exemption under, and in compliance with the requirements of, the Securities Act such that such shares are freely tradeable or (b) Rule 144 under, and in compliance with the requirements of, the Securities Act.
(b) A new definition of “Acquisition Financing” is hereby added to Section 1.1. of the Registration Rights Agreement as follows:
“Acquisition Financing” means any subscription for shares of Common Stock by any Person in exchange for a cash purchase price paid by such Person to the Company or its designee in connection with, or to fund, the acquisition of another Person or business by the Company or any subsidiary thereof, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise or other transactions related to such acquisition as contemplated by the definitive agreements and documents with respect to such acquisition (provided, that such acquisition has been approved by the Board of Directors of the Company).
(c) A new definition of “Co-Investors” is hereby added to Section 1.1 of the Registration Rights Agreement as follows:
“Co-Investors” means any Person who acquires shares of Common Stock in connection with an Acquisition Financing and is set forth on Schedule 1(C).
(d) The first sentence of Section 2.1 of the Registration Rights Agreement is hereby amended by replacing the phrase “December 20, 2019” with “January 31, 2020.”
(e) Section 3.1 of the Registration Rights Agreement is hereby amended to add at the end of such section:
If to a Co-Investor, to the address set forth next to the name of such Co-Investor on Schedule 1(C).
(f) Schedule 1(A) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
A. Vintage Group
| Name and Address |
Shares of Common Stock |
|||
| Tributum, L.P. c/o Vintage Capital Management 0000 X. Xxxxxx Xxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxx Email: xxxxx@xxxxxxx.xxx |
2,270,833.33 |
2
| Vintage Tributum, L.P. c/o Vintage Capital Management 0000 X. Xxxxxx Xxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxx Email: xxxxx@xxxxxxx.xxx |
2,075,151.00 | |||
| Stefac LP c/o Vintage Capital Management 0000 X. Xxxxxx Xxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxx Email: xxxxx@xxxxxxx.xxx |
2,803,333.33 | |||
| X. Xxxxx FBR, Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxx Xxxxx, XX 00000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Attention: Xxxxx Xxxxxxxxx |
1,000,000.00 | |||
| Xxxxx Xxxx and Xxxxxx Xxxx, as tenants by the entirety 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
1,000,000.00 | |||
(g) A new Schedule 1(C) of the Registration Rights Agreement is hereby added as follows:
C. Co-Investors
| Name and Address |
Shares of Common Stock |
|||
| Nantahala Capital Partners II Limited Partnership 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
191,799 | |||
| NCP QR LP 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
147,927 | |||
3
| Nantahala Capital Partners, SI LP 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
279,458 | |||
| Nantahala Capital Partners Limited Partnership 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
14,262 | |||
| Xxxxxxxxx Partners LLC – Series A 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000
Copy to:
c/o Nantahala Capital Management LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
92,287 | |||
| Silver Creek CS SAV, L.L.C. 0000 0xx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000
Copy to:
c/o Nantahala Capital Management LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxx, XX 00000 Email: xxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Xxxx Xxxx |
28,950 | |||
4
| Xxxxxxxxx Capital Management, L.P. 0000 Xx. Xxxxxx Xxxxxxxxx #000 Xxxxxxxxx, XX 00000 Email: XXxxxxxxxx@xxxxxxxx.xxx Attention: Xxxxxx Xxxxxxxxx |
50,000 | |||
| Saker Partners LP 000 X. Xxxx Xx., Xxx. 000 Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxx Email: xxxxxxxxx@xxxxxxxxx.xxx |
30,000 | |||
| Rangeley Capital Partners Special Opportunities Fund, L.P.
Rangeley Capital 0 Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 Email xxxxxxxx@xxxxxxxxxxxxxxx.xxx Attn: Xxxxxxxxxxx XxXxxx
|
21,811 | |||
| Rangeley Capital Partners, L.P.
Rangeley Capital 0 Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 Email xxxxxxxx@xxxxxxxxxxxxxxx.xxx Attn: Xxxxxxxxxxx XxXxxx |
62,863 | |||
| Rangeley Capital Partners II, L.P.
Rangeley Capital 0 Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 Email xxxxxxxx@xxxxxxxxxxxxxxx.xxx Attn: Xxxxxxxxxxx XxXxxx |
43,619 | |||
| Xxxxxx Xxxxxxxx
0 Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000 Email xxxxxxxxx@xxxxxxxxxxxx.xxx
|
10,000 | |||
5
| Great American Life Insurance Company
c/o American Money Management Corporation 000 X. Xxxxxx Xx. Xxxxxxxxxx, XX 00000 Email: xxxxxxxxx@xxxxx.xxx Attention: Xxxx Xxxxxxxx
|
94,333 | |||
| Great American Insurance Company
c/o American Money Management Corporation 000 X. Xxxxxx Xx. Xxxxxxxxxx, XX 00000 Email: xxxxxxxxx@xxxxx.xxx Attention: Xxxx Xxxxxxxx |
94,333 | |||
| Xxxxxx Street LLC
0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Email: xxxxxxxx@xxxxx.xxx
Attention: Xxxx Xxxxxxx
|
60,373 | |||
| Xxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Email: xxxxxxxx@xxxxx.xxx Attention: Xxxx X. Xxxxxxx
|
52,826 | |||
| Xxxx X. Xxxxxxx Irrevocable Family Trust
0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Email: xxxxxxxx@xxxxx.xxx
Attention: Xxxx X. Xxxxxxx
|
75,469 | |||
| Xxxxxx Xxxxxxxxx
c/o American Money Management Corporation 000 X. Xxxxxx Xx. Xxxxxxxxxx, XX 00000 Email: xxxxxxxxx@xxxxx.xxx
Attention: Xxxx Xxxxxxxx
|
1,887 | |||
6
| Xxxxxxx Avril
000 Xxxxx Xxx Xxxx Xxxxx, XX 00000 Email: xxx0000xxx@xxxxx.xxx
|
75,469 | |||
| Xxxxxxx Xxxxx
000 00xx Xxxxxx Xxxxxxxx Xxxxx, XX 00000 Email: xxx@xxxxxx.xxx
|
37,735 | |||
| Xxxx Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000
Email: xxxx.xxxxxx@xxxxx.xxx
|
11,320 | |||
| Xxxxxxx and Xxxxx Xxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Email: xxxxxxxxx@xxxxxxx.xxx
|
15,095 | |||
2. Third Party Beneficiaries. Each Co-Investor is an express third party beneficiary of this Amendment No. 3 and the Registration Rights Agreement (including with respect to all rights of the Investors under the Registration Rights Agreement).
3. Miscellaneous; No Other Waivers or Amendments. As amended by this Amendment, the provisions of Article I (Definitions) and Sections 3.1 (Notices), 3.2 (Waiver), 3.3 (Counterparts), 3.4 (Applicable Law), 3.5 (Waiver of Jury Trial), 3.6 (Severability), 3.8 (Delivery by Electronic Transmission), 3.11 (Descriptive Headings; Interpretation) and 3.12 (Amendments) of the Registration Rights Agreement shall apply to this Amendment mutatis mutandis. Except as specifically amended hereby, the Registration Rights Agreement shall continue in full force and effect as written. References to the Registration Rights Agreement in other documents and agreements (including, for the avoidance of doubt, the Registration Rights Agreement) will be deemed to be references to the Registration Rights Agreement, as amended by this Amendment, regardless of whether such documents and agreements refer to any amendments to the Registration Rights Agreement.
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4. Entire Agreement. This Amendment, together with the Registration Rights Agreement and all other documents and agreements referenced herein or therein, represents the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto or thereto, or between any of them, with respect to the subject matter hereof and thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, all as of the date first above written.
| FRANCHISE GROUP, INC. | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Chief Financial Officer | ||
| VINTAGE GROUP: | ||
| TRIBUTUM, L.P. | ||
| By: Vintage Vista GP, LLC, its general partner | ||
| By: | /s/ Xxxxx X. Kahn_ | |
| Name: Xxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
| SAMJOR FAMILY LP | ||
| By: Samjor Inc., its general partner | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
| VINTAGE RTO, L.P. | ||
| By: Vintage RTO GP LLC, its general partner | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
[Signature page to Amendment No. 3 to Registration Rights Agreement]
| VINTAGE CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
| VINTAGE TRIBUTUM, LP | ||
| By: Vintage Capital Management, LLC, its general partner | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
| STEFAC LP | ||
| By: FCF GP LLC, its general partner | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Manager | ||
| /s/ Xxxxx X. Xxxx | ||
| Xxxxx X. Xxxx | ||
| /s/ Xxxxxx Xxxx | ||
| Xxxxxx Xxxx | ||
[Signature page to Amendment No. 3 to Registration Rights Agreement]
| X. XXXXX FBR, INC. | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Executive Officer | ||
[Signature page to Amendment No. 3 to Registration Rights Agreement]
