EX-10.6





 Exhibit 10.6 

EXECUTION VERSION 

AMENDMENT NO. 3 
 TO

 REGISTRATION RIGHTS AGREEMENT 

December 16, 2019 

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. 3 (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) The
definition of “Registrable Shares” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety as follows: 

“Registrable Shares” means, at any time, (i) the shares of Common Stock that were purchased by Tributum, L.P., pursuant
to the Vintage Subscription Agreements and that are beneficially owned by Tributum, L.P. (or another Vintage Group Member as a result of a Transfer of such shares by Tributum, L.P., to such other Vintage Group Member), (ii) the shares of Common
Stock that are purchased by any Vintage Group Member pursuant to any subscription agreement, equity commitment or similar agreement between such Vintage Group Member and the Company, (iii) the shares of Common Stock issued or issuable by the
Company upon a redemption of New Holdco Units and shares of Voting Non-Economic Preferred Stock by New Holdco and the Company, respectively, pursuant to the A&R New Holdco LLC Agreement and the Certificate
of Designation, (iv) any shares of Common Stock that were purchased by the Investors with the proceeds from the Debt Financing or any amounts distributed thereto by New Holdco in connection with the tender offer contemplated by the Business
Combination Agreement, (v) any shares of Common Stock issued to any Co-Investor and (vi) any shares of capital stock or other equity securities issued in exchange for or in substitution of a dividend
or distribution on any shares of Common Stock referred to in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), but excluding any such shares of Common Stock (including shares of Common Stock issuable upon a redemption of New Holdco
Units and shares of Voting Non-Economic Preferred Stock) that have, after the date hereof, been Transferred pursuant to (a) a registration statement or valid registration exemption under, and in
compliance with the requirements of, the Securities Act such that such shares are freely tradeable or (b) Rule 144 under, and in compliance with the requirements of, the Securities Act. 

 












 (b) A new definition of “Acquisition Financing” is hereby added to
Section 1.1. of the Registration Rights Agreement as follows: 
 “Acquisition Financing” means any subscription for
shares of Common Stock by any Person in exchange for a cash purchase price paid by such Person to the Company or its designee in connection with, or to fund, the acquisition of another Person or business by the Company or any subsidiary thereof,
whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise or other transactions related to such acquisition as contemplated by the definitive agreements and documents with
respect to such acquisition (provided, that such acquisition has been approved by the Board of Directors of the Company). 
 (c) A
new definition of “Co-Investors” is hereby added to Section 1.1 of the Registration Rights Agreement as follows: 

“Co-Investors” means any Person who acquires shares of Common Stock in connection
with an Acquisition Financing and is set forth on Schedule 1(C). 
 (d) The first sentence of Section 2.1 of the Registration
Rights Agreement is hereby amended by replacing the phrase “December 20, 2019” with “January 31, 2020.” 
 (e) Section
3.1 of the Registration Rights Agreement is hereby amended to add at the end of such section: 
 If to a
Co-Investor, to the address set forth next to the name of such Co-Investor on Schedule 1(C). 

(f) 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 
4705 S. Apopka Vineland Road 
Suite 206 
Orlando, FL 32819 
Attention: Brian R. Kahn 
Email: bkahn@vintcap.com	  	2,270,833.33	  	


  
 2 














					
			
	 Vintage Tributum, L.P.

c/o Vintage Capital Management

4705 S. Apopka Vineland Road

Suite 206

Orlando, FL 32819

Attention: Brian R. Kahn

Email: bkahn@vintcap.com
	  	2,075,151.00	  	
	 	 	
	 Stefac LP

c/o Vintage Capital Management

4705 S. Apopka Vineland Road

Suite 206

Orlando, FL 32819

Attention: Brian R. Kahn

Email: bkahn@vintcap.com
	  	2,803,333.33	  	
	 	 	
	 B. Riley FBR, Inc.

21255 Burbank Boulevard, Suite 400

Woodland Hills, CA 91367

Email: pmandarino@brileyfbr.com

Attention: Perry Mandarino
	  	1,000,000.00	  	
	 	 	
	 Brian Kahn and Lauren Kahn, as tenants by the entirety

9935 Lake Louise Drive

Windermere, FL 34786
	  	1,000,000.00	  	

 (g) A new Schedule 1(C) of the Registration Rights Agreement is hereby added as follows: 

C. Co-Investors 
  

					
	 Name and Address
	  	 Shares of

Common Stock
	  	 
			
	 Nantahala Capital Partners II Limited

Partnership

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	191,799	  	
			
	 NCP QR LP

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	147,927	  	


  
 3 














					
			
	 Nantahala Capital Partners, SI LP

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	279,458	  	
	 	 	
	 Nantahala Capital Partners Limited Partnership

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	14,262	  	
	 	 	
	 Blackwell Partners LLC – Series A

280 South Mangum Street, Suite 210

Durham, NC 27701
  

Copy to:
  

c/o Nantahala Capital Management LLC

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	92,287	  	
	 	 	
	 Silver Creek CS SAV, L.L.C.

1301 5th Avenue,
40th Floor
 Seattle, WA 98101

 
 Copy to:

 
 c/o Nantahala Capital Management LLC

130 Main Street, 2nd Floor

New Canaan, CT 06840

Email: paul@nantahalapartners.com

Attention: Paul Rehm
	  	28,950	  	


  
 4 














					
	 Weintraub Capital Management, L.P.

3527 Mt. Diablo Boulevard #322

Lafayette, CA 94549

Email: JWeintraub@wcapital.com

Attention: Jerald Weintraub
	  	50,000	  	
			
	 Saker Partners LP 


444 N. Well St., Ste. 504 


Chicago, IL 60654 


Attention: Andrew Greenberg 


Email: greenberg@sakermgmt.com
	  	30,000	  	
			
	 Rangeley Capital Partners Special

Opportunities Fund, L.P. 

  

Rangeley Capital

3 Forest Street

New Canaan, CT 06840

Email ccdemuth@rangeleycapital.com

Attn: Christopher DeMuth
  
	  	21,811	  	
			
	 Rangeley Capital Partners, L.P.

 
 Rangeley Capital

3 Forest Street

New Canaan, CT 06840

Email ccdemuth@rangeleycapital.com

Attn: Christopher DeMuth
	  	62,863	  	
			
	 Rangeley Capital Partners II, L.P.

 
 Rangeley Capital

3 Forest Street

New Canaan, CT 06840

Email ccdemuth@rangeleycapital.com

Attn: Christopher DeMuth
	  	43,619	  	
			
	 Andrew Kaminsky

 
 4 Edgewood Drive

Rye Brook, NY 10573

Email akaminsky@franchisegrp.com

 
	  	10,000	  	


  
 5 














					
	 Great American Life Insurance Company

 
 c/o American Money Management Corporation

301 E. Fourth St.

Cincinnati, OH 45202

Email: jfronduti@amfin.com

Attention: John Fronduti
  
	  	94,333	  	
			
	 Great American Insurance Company

 
 c/o American Money Management Corporation

301 E. Fourth St.

Cincinnati, OH 45202

Email: jfronduti@amfin.com

Attention: John Fronduti
	  	94,333	  	
			
	 Denman Street LLC

 
 4705 Burley Hills Drive

Cincinnati, OH 45243

Email: jberding@amfin.com
  

Attention: John Berding
  
	  	60,373	  	
			
	 John B. Berding

 
 4705 Burley Hills Drive

Cincinnati, OH 45243

Email: jberding@amfin.com

Attention: John B. Berding
  
	  	52,826	  	
			
	 John B. Berding Irrevocable Family Trust

 
 4705 Burley Hills Drive

Cincinnati, OH 45243

Email: jberding@amfin.com
  

Attention: John B. Berding
  
	  	75,469	  	
			
	 Joseph Haverkamp

 
 c/o American Money Management Corporation

301 E. Fourth St.

Cincinnati, OH 45202

Email: jfronduti@amfin.com
  

Attention: John Fronduti
  
	  	1,887	  	


  
 6 














					
			
	 Matthew Avril
  

216 Ocean Way
 Vero Beach, FL 32963

Email: mea1960fla@gmail.com
  
	  	75,469	  	
	 	 	
	 Michael Piper
  

105 42nd Street

Virginia Beach, VA 23451
 Email: msp@libtax.com

 
	  	37,735	  	
	 	 	
	 Eric Seeton
  

325 Prospect Street
  

Shrewsbury, MA 01545
  

Phone: 508-630-4426

 
 Email: eric.seeton@gmail.com

 
	  	11,320	  	
	 	 	
	 William and Susan Laurence
  

11 Southfield Court
  

Meedham, MA 02462
  

Email: alaurence@vintvap.com
  
	  	15,095	  	

 2. Third Party Beneficiaries. Each Co-Investor is an express
third party beneficiary of this Amendment No. 3 and the Registration Rights Agreement (including with respect to all rights of the Investors under 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. 

  
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 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. 
 [Remainder of Page Intentionally Left Blank] 

  
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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


 [Signature page to Amendment No. 3 to Registration Rights Agreement] 












 
			
	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


 [Signature page to Amendment No. 3 to Registration Rights Agreement] 












 
			
	B. RILEY FBR, INC.
		
	By:	 	 /s/ Bryant Riley

		 	Name: Bryant Riley
		 	Title:   Executive Officer


 [Signature page to Amendment No. 3 to Registration Rights Agreement]