AMENDMENT NO. 4
TO
REGISTRATION RIGHTS AGREEMENT
January 31, 2020
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”).
WHEREAS, the Company and the Vintage Group Members desire to amend the Registration Rights Agreement pursuant to this Amendment No. 4 (this “Amendment”) in accordance with Section 3.12 thereof; and
WHEREAS, capitalized terms used herein but not defined shall have the meaning set forth in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Amendment.
(a)Section 2.12 of the Registration Rights Agreement is hereby amended to add at the end of such section:
“The Company shall use its reasonable best efforts to amend or supplement the Shelf Registration Statement or related prospectus as may be necessary in order to reflect any distribution or transfer of Registrable Shares by any Investor to any of its direct or indirect equity holders that does not involve a disposition for value upon written notice by any such direct or indirect equity holder to the Company of any such distribution or transfer, provided that any such direct or indirect equity holder provides such information to the Company as may be reasonably requested to effect such amendment or supplement of the Registration Statement or related prospectus.”
(b)Schedule 1(A) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
A. Vintage Group
|
| | | |
| Name and Address | | Shares of Common Stock | |
Tributum, L.P. c/o Vintage Capital Management | | 2,270,833.33 | |
Vintage Tributum, L.P. c/o Vintage Capital Management | | 2,075,151.00 | |
Stefac LP c/o Vintage Capital Management | | 4,437,333.00 | |
| B. Riley FBR, Inc. | | 1,000,000.00 | |
| Brian Kahn and Lauren Kahn, as tenants by the entirety | | 1,000,000.00 | |
(c)Schedule 1(B) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
|
| | | |
| Name and Address | New Holdco Units | Shares of Voting Non-Economic Preferred Stock | Shares of Common Stock into which New Holdco Units and Shares of Voting Non-Economic Preferred Stock are Convertible |
| Brian DeGustino Revocable Trust c/o Brian DeGustino | 1,129,328.31 | 225,865.66 | 1,129,328.31 |
Samjor Family LP c/o Brian Kahn | 3,937,726.03 | 787,545.21 | 3,937,726.03 |
Vintage RTO, L.P. c/o Vintage Capital Management | 2,233,218.53 | 446,643.71 | 2,233,218.53 |
| Martin Meyer and Fengfeng Ren | 336,798.69 | 67,359.74 | 336,798.69 |
| David O’Neil | 898,130.31 | 179,626.06 | 898,130.31 |
| Jeffrey D. Miller | 898,130.31 | 179,626.06 | 898,130.31 |
(d)Schedule 1(C) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
C. Co-Investors
|
| | |
| Name and Address | | Shares of Common Stock |
| Nantahala Capital Partners II Limited Partnership | | 191,799 |
| NCP QR LP | | 147,927 |
| Nantahala Capital Partners, SI LP | | 279,458 |
| Nantahala Capital Partners Limited Partnership | | 14,262 |
| Blackwell Partners LLC - Series A | | 92,287 |
| Silver Creek CS SAV, L.L.C. | | 28,950 |
| Weintraub Capital Management, L.P. | | 50,000 |
| Saker Partners LP | | 30,000 |
| Rangeley Capital Partners Special Opportunities Fund, L.P. | | 21,811 |
| Rangeley Capital Partners, L.P. | | 62,863 |
| Rangeley Capital Partners II, L.P. | | 43,619 |
| Andrew Kaminsky | | 10,000 |
|
| | |
Great American Life Insurance Company c/o American Money Management Corporation | | 94,333 |
Great American Insurance Company c/o American Money Management Corporation | | 94,333 |
| Denman Street LLC | | 60,373 |
| John B. Berding | | 52,826 |
| John B. Berding Irrevocable Family Trust | | 75,469 |
Joseph Haverkamp c/o American Money Management Corporation | | 1,887 |
| Matthew Avril | | 75,469 |
| Michael Piper | | 50,356 |
| Eric Seeton | | 11,320 |
| William Laurence | | 15,095 |
| Derek Schoettle | | 7,547 |
2.Third Party Beneficiaries. Each Co-Investor is an express third party beneficiary of this Amendment No. 4 and the Registration Rights Agreement (including with respect to all rights of the Investors under the Registration Rights Agreement and this Amendment No. 4, and any future amendments to the Registration Rights Agreement).
3.Miscellaneous; No Other Waivers or Amendments. As amended by this Amendment, the provisions of Article I (Definitions) and Sections 3.1 (Notices), 3.2 (Waiver), 3.3 (Counterparts), 3.4 (Applicable Law), 3.5 (Waiver of Jury Trial), 3.6 (Severability), 3.8 (Delivery by Electronic Transmission), 3.11 (Descriptive Headings; Interpretation) and 3.12 (Amendments) of the Registration Rights Agreement shall apply to this Amendment mutatis mutandis. Except as specifically amended hereby, the Registration Rights Agreement shall continue in full force and effect as written. References to the Registration Rights Agreement in other documents and agreements
(including, for the avoidance of doubt, the Registration Rights Agreement) will be deemed to be references to the Registration Rights Agreement, as amended by this Amendment, regardless of whether such documents and agreements refer to any amendments to the Registration Rights Agreement.
4.Entire Agreement. This Amendment, together with the Registration Rights Agreement and all other documents and agreements referenced herein or therein, represents the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto or thereto, or between any of them, with respect to the subject matter hereof and thereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, all as of the date first above written.
FRANCHISE GROUP, INC.
By: /s/ Eric F. Seeton
Name: Eric F. Seeton
| |
| Title: | Chief Financial Officer |
VINTAGE GROUP:
TRIBUTUM, L.P.
By: Vintage Vista GP, LLC, its general partner
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Authorized Signatory
SAMJOR FAMILY LP
By: Samjor Inc., its general partner
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Authorized Signatory
VINTAGE RTO, L.P.
By: Vintage RTO GP LLC, its general partner
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Authorized Signatory
VINTAGE CAPITAL MANAGEMENT, LLC
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Authorized Signatory
VINTAGE TRIBUTUM, LP
By: Vintage Capital Management, LLC, its general partner
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Authorized Signatory
STEFAC LP
By: FCF GP LLC, its general partner
By: /s/ Brian R. Kahn
Name: Brian R. Kahn
Title: Manager
/s/ Brian R. Kahn
Brian R. Kahn
/s/ Lauren Kahn
Lauren Kahn
B. RILEY FBR, INC.
By: /s/ Bryant Riley
Name: Bryant Riley
Title: Executive Officer
