Andrew M. Laurence - 21 Aug 2023 Form 4 Insider Report for Franchise Group, Inc. (TAX)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.

Footnote F2

Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.

Footnote F3

Disposed of in connection with the transactions contemplated by the Merger Agreement.

Footnote F4

Pursuant to the Rollover Agreement dated as of May 10, 2023, among the reporting person, Freedom VCM Holdings, LLC ("Topco") and the other signatories thereto , the reporting person agreed to contribute these shares to Topco (the "Rollover") in exchange for common membership interests in Topco, effective as of the effective time of the merger. For purposes of the Rollover, the reporting person's shares were valued at $30.00 per share.

Footnote F5

When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.

Footnote F6

The performance restricted stock unit award was granted on March 5, 2021 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2023.

Footnote F7

The performance restricted stock unit award was granted on February 22, 2022 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2024.

Footnote F8

The performance restricted stock unit award was granted on February 24, 2023 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on January 3, 2026.

Footnote F9

The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024.

Footnote F10

The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025.

Footnote F11

The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026.