AGREEMENT AND PLAN OF MERGER entered into by and among Franchise Group, Inc., FREEDOM VCM, INC. and FREEDOM VCM SUBCO, INC. Dated as of May 10, 2023Agreement and Plan of Merger • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2023, is entered into by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and an indirectly Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
LIMITED GUARANTEELimited Guarantee • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware
THIS LIMITED GUARANTEE, dated as of May 10, 2023 (this “Limited Guarantee”), is made by B. Riley Financial, Inc., a Delaware corporation (the “Guarantor”), in favor of Franchise Group, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (without regard to any amendments thereto unless such amendments are approved by the Guarantor in accordance with Section 8 of this Limited Guarantee, the “Merger Agreement”), by and among the Company, Freedom VCM, Inc., a Delaware corporation (“Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
VOTING AGREEMENTVoting Agreement • May 11th, 2023 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of May 10, 2023, is by and among (i) Freedom VCM, Inc., a Delaware corporation (“Parent”), (ii) Franchise Group, Inc., a Delaware corporation (the “Company”), and (iii) the stockholders of the Company listed on Schedule A hereto in their capacity as record or beneficial owners of Common Shares (as defined below) (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party” and collectively as the “Parties.”
Freedom VCM Holdings, LLC c/o Vintage Capital Management, LLC Orlando, Florida 32819Franchise Group, Inc. • May 11th, 2023 • Patent owners & lessors • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Franchise Group, Inc., a Delaware corporation (the “Company”), Freedom VCM, Inc., a Delaware corporation (the “Parent”), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent. Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
