EQUITY PURCHASE AGREEMENT by and among FRANCHISE GROUP NEWCO PSP, LLC PSP HOLDINGS, LLC, SENTINEL CAPITAL PARTNERS VI-A, L.P., SENTINEL PSP BLOCKER, INC.,Equity Purchase Agreement • January 28th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of January 23, 2021 is made by and among (i) Franchise Group Newco PSP, LLC, a Delaware limited liability company (“Purchaser”); (ii) PSP Holdings, LLC, a Delaware limited liability company (“PSP Holdings”); (iii) Sentinel Capital Partners VI-A, L.P., a Delaware limited partnership (the “Blocker Seller”); (iv) Sentinel PSP Blocker, Inc., a Delaware corporation (“Blocker Corp”); (v) PSP Midco, LLC, a Delaware limited liability company (the “Company”); (vi) PSP Intermediate, LLC, a Delaware limited liability company (“PSP Intermediate”); (vii) Sentinel Capital Partners, L.L.C., a Delaware limited liability company (“Sentinel”), solely for purposes of agreeing to the covenants set forth in Section 6.8 and Section 6.9; (viii) effective as of immediately prior to the Closing, a newly formed Delaware limited liability company to be named PSP Midco Holdings, LLC (“Midco Holdings”); and (ix) Franchise Group, Inc., a Delaware corporati
