AGREEMENT AND PLAN OF MERGER among AMERICAN FREIGHT GROUP, INC. FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC and FRANCHISE GROUP MERGER SUB AF, INC. Dated as of December 28, 2019Agreement and Plan of Merger • December 30th, 2019 • Franchise Group, Inc. • Patent owners & lessors • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of December 28, 2019, by and among AMERICAN FREIGHT GROUP, INC., a Delaware corporation (the “Company”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“Parent”) and FRANCHISE GROUP MERGER SUB AF, INC., a Delaware corporation (“Merger Sub”) and The Jordan Company, L.P., a Delaware limited partnership, solely in its capacity as representative for the Fully-Diluted Stockholders (the “Representative”) (collectively, the “Parties”, and each, a “Party”). Certain capitalized terms used herein are defined in Article I.
