CREDIT AGREEMENT dated as of July 10, 2019 by and among FRANCHISE GROUP INTERMEDIATE B, LLC, as Parent, BUDDY’S NEWCO, LLC and BUDDY’S FRANCHISING AND LICENSING LLC as Borrower, any Subsidiaries of Borrower party hereto as Guarantors, VARIOUS LENDERS...Credit Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • New York
This CREDIT AGREEMENT, dated as of July 10, 2019, by and among 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), KAYNE SOLUTIONS FUND, L.P., a Delaware limited partnership (“Kayne”), as administrative agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), Kayne, as collateral agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), Kayne and GUGGENHEIM CREDIT SERVICES, LLC (“Guggenheim”) as joint lead arrangers, and joint book runners, FRANCHISE GROUP INTERMEDIATE B, LLC, a Delaware limited liability company (“Parent”), as a Guarantor, Buddy’s Newco, LLC, a Delaware limited liability company (“Lead Borrower”), Buddy’s Franchising and Licensing LLC, a Florida limited liability
SECURITY AGREEMENTSecurity Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of July 10, 2019, 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. (“Kayne”), in its capacity as collateral agent for each Lender (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
FRANCHISE GROUP NEW HOLDCO, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 10, 2019Limited Liability Company Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 10, 2019, is entered into by and among Franchise Group New Holdco, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
INCOME TAX RECEIVABLE AGREEMENTIncome Tax Receivable Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
INCOME TAX RECEIVABLE AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 10, 2019, by and among Liberty Tax, Inc., a Delaware corporation (the “Corporation”), and each of the TRA Holders (as defined below) from time to time party hereto.
VOTING AGREEMENTVoting Agreement • July 11th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 10, 2019, is entered into by and among Liberty Tax, Inc., a Delaware corporation (“Liberty”), and certain stockholders of Liberty, each listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Business Combination Agreement.
