REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONN’S, INC., FRANCHISE GROUP NEWCO BHF, LLC, AND FREEDOM VCM INTERCO HOLDINGS, INC. Dated as of December 18, 2023Registration Rights Agreement • December 21st, 2023 • Conns Inc • Retail-radio, tv & consumer electronics stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of December 18, 2023, by and among Conn’s, Inc., a Delaware corporation (the “Company”), Freedom VCM Interco Holdings, Inc., a Delaware corporation (“Freedom VCM”) and Franchise Group Newco BHF, LLC, a Delaware limited liability company (together with Freedom VCM, the “Investors” and each, an “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A and if not defined herein then as defined in the Investment Agreement (as defined below).
INVESTMENT AGREEMENT by and among FRANCHISE GROUP NEWCO BHF, LLC, W.S. BADCOCK LLC (F/K/A W.S. BADCOCK CORPORATION), FREEDOM VCM INTERCO HOLDINGS, INC., FRANCHISE GROUP, INC., and CONN’S, INC. Dated as of December 18, 2023Investment Agreement • December 21st, 2023 • Conns Inc • Retail-radio, tv & consumer electronics stores • Delaware
This INVESTMENT AGREEMENT (“Agreement”) is made and entered into as of December 18, 2023, by and among: (i) Franchise Group Newco BHF, LLC, a Delaware limited liability company (“Newco BHF”); (ii) W.S. Badcock LLC (f/k/a W.S. Badcock Corporation), a Florida limited liability company (the “Company”); (iii) Freedom VCM Interco Holdings, Inc., a Delaware corporation (“Freedom VCM”); (iv) Franchise Group, Inc., a Delaware corporation (“Parent”); and (v) Conn’s, Inc., a Delaware corporation (“Issuer”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INVESTOR RIGHTS AGREEMENT by and among CONN’S, INC., FRANCHISE GROUP NEWCO BHF, LLC, and FREEDOM VCM INTERCO HOLDINGS, INC. Dated as of December 18, 2023Investor Rights Agreement • December 21st, 2023 • Conns Inc • Retail-radio, tv & consumer electronics stores • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of December 18, 2023, by and among (i) Conn’s, Inc., a Delaware corporation (the “Company”), (ii) Franchise Group Newco BHF, LLC, a Delaware limited liability company (“FRG Newco”) and (iii) Freedom VCM Interco Holdings, Inc., a Delaware corporation (together with FRG Newco and their respective permitted assignees, the “FRG Investors”, and each, an “FRG Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Investment Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 21st, 2023 • Conns Inc • Retail-radio, tv & consumer electronics stores • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 18, 2023, is by and among (i) Franchise Group Newco BHF, LLC, a Delaware limited liability company (“FRG”), (ii) Freedom VCM Interco Holdings, Inc. (“FVCM” and, together with FRG, the “Investors”), (iii) Conn’s, Inc., a Delaware corporation (the “Company”), and (iv) the stockholder of the Company listed on Schedule A hereto in its capacity as record or beneficial owners of Common Shares (as defined below) (the “Stockholder”). Each of the Investors, the Company and the Stockholder are sometimes referred to as a “Party” and collectively as the “Parties.”
