STOCK PURCHASE AGREEMENT dated as of May 22, 2017 by and among BHIC INC., JOHN M. MCGRAW,Stock Purchase Agreement • May 25th, 2017 • Biglari Holdings Inc. • Retail-eating places • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 22, 2017, is by and among BHIC Inc., an Indiana corporation (including its designee, “Acquirer”), John M. McGraw, an individual (“JM McGraw”), the JDM Living Trust, JM McGraw and Deana Bergquist McGraw as Trustees (“JM Trust”), Michael J. McGraw, an individual (“MJ McGraw”), the Michael Joseph McGraw Family Trust, MJ McGraw as Trustee (“MJ Trust” and, together with JM Trust, the “Trusts”; together with JM McGraw and MJ McGraw, collectively, the “Shareholders”) and, for purposes of Section 4.6 and Article VIII, Biglari Holdings Inc. (“Parent”). Certain capitalized and non-capitalized terms used herein are defined in Section 8.12.
