SUBSCRIPTION AGREEMENTSubscription Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 14, 2020, by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and Kayne FRG Holdings, L.P., a Delaware limited partnership (the “Subscriber”), that is subscribing hereby to purchase shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”).
SECURITY AGREEMENTSecurity Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2020, 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., a Delaware limited partnership (“Kayne”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Collateral Agent”).
ABL CREDIT AGREEMENT dated as of February 14, 2020 by and among FRANCHISE GROUP NEW HOLDCO, LLC, as Global Parent, FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, as Lead Borrower, certain Subsidiaries of Lead Borrower party hereto as Borrowers, certain...Abl Credit Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This CREDIT AGREEMENT, dated as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), as a Borrower, Franchise Group Merger Sub AF, Inc., a Delaware corporation (“Merger Sub”), as a Borrower (which, on the Closing Date, shall be merged with and into American Freight Group, Inc., a Delaware corporation (“AFGI”), with AFGI surviving such merger as a Borrower), certain other Subsidiaries of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors, 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), GACP FINANCE CO., LLC, a Delaware limited liability company (“GACP
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2020 (this “Amendment”), is made 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 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”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 14, 2020 BY AND BETWEEN FRANCHISE GROUP, INC. AND KAYNE FRG HOLDINGS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated February [●], 2020, is made and entered into by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and Kayne FRG Holdings, L.P., a Delaware limited partnership (the “Investor”). Except as expressly provided herein, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement (as defined below).
CREDIT AGREEMENT dated as of February 14, 2020 by and among FRANCHISE GROUP NEW HOLDCO, LLC, as Global Parent, FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, as Lead Borrower, certain Subsidiaries of Lead Borrower party hereto as Borrowers, certain...Subordination Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This CREDIT AGREEMENT, dated as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE HOLDCO, LLC, a Delaware limited liability company (“Lead Borrower”), as a Borrower, Franchise Group Merger Sub AF, Inc., a Delaware corporation (“Merger Sub”), as a Borrower (which, on the Closing Date, shall be merged with and into American Freight Group, Inc., a Delaware corporation (“AFGI”), with AFGI surviving such merger as a Borrower), certain other Subsidiaries of Lead Borrower from time to time party hereto as Borrowers, FRANCHISE GROUP NEW HOLDCO, LLC, a Delaware limited liability company (“Global Parent”), as a Guarantor, certain Subsidiaries of Lead Borrower from time to time party hereto as Guarantors, 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), GACP FINANCE CO., LLC, a Delaware limited liability company (“GACP
SECURITY AGREEMENTSecurity Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2020, 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 GACP FINANCE CO., LLC, a Delaware limited liability company (“GACP”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and permitted assigns in such capacities, “Agent”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 18th, 2020 • Franchise Group, Inc. • Patent owners & lessors • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of February 14, 2020, by and among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and CIBC BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”).
