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, 2019Merger Agreement • 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.
