SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 16, 2019, by and between Franchise Group, Inc., a Delaware corporation (the “Company”), and [•], a [•] (the “Subscriber”), that is subscribing hereby to purchase shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among VITAMIN SHOPPE INDUSTRIES LLC, and certain Subsidiaries of Vitamin Shoppe Industries LLC as Borrowers and VALOR ACQUISITION, LLC (successor by merger to Vitamin Shoppe, Inc.) as...Loan and Security Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
This Second Amended and Restated Loan and Security Agreement dated December 16, 2019 (this “Agreement”) is by and among Vitamin Shoppe Industries LLC, a New York limited liability company, Vitamin Shoppe Mariner, LLC, a Delaware limited liability company, Vitamin Shoppe Global, LLC, a Delaware limited liability company, Vitamin Shoppe Florida, LLC, a Delaware limited liability company, Betancourt Sports Nutrition, LLC, a Florida limited liability company, Vitamin Shoppe Procurement Services, LLC, a Delaware limited liability company, as Borrowers, Valor Acquisition, LLC, a Delaware limited liability company (successor by merger to Vitamin Shoppe, Inc.) (“Parent”), as Parent and a Guarantor, the parties hereto from time to time as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, “Agent” as hereinafter further defined
INTERCREDITOR AGREEMENT dated as of December 16, 2019 among JPMORGAN CHASE BANK, N.A., as ABL Representative, GACP FINANCE CO., LLC, as Term Loan Representative, VITAMIN SHOPPE INDUSTRIES LLC and CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY...Intercreditor Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • New York
INTERCREDITOR AGREEMENT dated as of December 16, 2019 (this “Agreement”), among JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent under the ABL Agreement (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), GACP FINANCE CO., LLC, in its capacity as administrative agent under the Term Loan Agreement (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
Tributum, L.P. c/o Vintage Capital Management, LLC Orlando, FL 32819Letter Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors
This amendment (this “Amendment”) amends that certain letter agreement dated August 7, 2019 (the “Letter Agreement”) setting forth the commitment of Tributum, L.P., a Delaware limited partnership (the “Investor”), subject to the terms and conditions contained therein and herein, to purchase, or cause the purchase, directly or indirectly, of, shares of common stock, par value $0.01 per share (“Parent Common Stock”), of Franchise Group, Inc. (f/k/a Liberty Tax, Inc.) (“Parent”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Letter Agreement or, if such term is not defined in the Letter Agreement, the meaning ascribed to it in the Merger Agreement.
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT December 16, 2019Registration Rights Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors
Reference is hereby made to that certain Registration Rights Agreement, dated as of July 10, 2019 (as amended from time to time prior to the date hereof, the “Registration Rights Agreement”), by and among Franchise Group, Inc. (f/k/a Liberty Tax, Inc.), a Delaware corporation (the “Company”), and the parties listed on Schedule 1 thereto (the “Investors”).
ASSET PURCHASE AGREEMENT by and among FRANCHISE GROUP NEWCO R, LLC, the Sellers Listed on Schedule I and REVOLUTION FINANCIAL, INC., as Seller Representative Dated December 16, 2019Asset Purchase Agreement • December 17th, 2019 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into on December 16, 2019, by and among Franchise Group Newco R, LLC, a Delaware limited liability company (“Buyer”), the Sellers listed on Schedule I hereto (collectively “Sellers”) and Revolution Financial, Inc., a Texas corporation, as the representative of the Sellers (the “Seller Representative”). Buyer, Sellers and the Seller Representative are referred to collectively herein as the “Parties” and individually as a “Party”.
