SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENTCredit Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into as of July 10, 2019, by and among LIBERTY TAX, INC., a Delaware corporation (“Liberty TopCo”), FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company (“New Liberty Tax”), FRANCHISE GROUP INTERMEDIATE L 1, LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto, and CITIZENS BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
AGREEMENT OF MERGER AND BUSINESS COMBINATION AGREEMENT Dated as of July 10, 2019 By and Among LIBERTY TAX, INC., BUDDY’S NEWCO, LLC, FRANCHISE GROUP NEW HOLDCO, LLC, FRANCHISE GROUP B MERGER SUB, LLC, and THE MEMBER REPRESENTATIVE NAMED HEREINContribution Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
This AGREEMENT OF MERGER AND BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 10, 2019, is by and among Liberty Tax, Inc., a Delaware corporation (“Liberty”), Buddy’s Newco, LLC, a Delaware limited liability company (“Buddy’s”), Franchise Group New Holdco, LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Liberty (“New Holdco”), Franchise Group B Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Liberty (“Merger Sub”), and Vintage RTO, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Buddy’s Members (the “Member Representative”).
