Registration Rights Agreement,dated April 12,2007



 Exhibit 4.6 
  

REGISTRATION RIGHTS AGREEMENT 
  
 by and among 
  
 FS EQUITY PARTNERS V, L.P. 
  
 FS AFFILIATES V, L.P. 
  
 CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM 
  
 A.S.F. CO-INVESTMENT PARTNERS II, L.P. 
  
 THE JERRY W.
THROGMARTIN 2007 GRANTOR RETAINED ANNUITY TRUST 
  
 JERRY W.
THROGMARTIN 
  
 GREGG WILLIAM THROGMARTIN 
  
 DENNIS L. MAY 
  
 and 
  
 hhgregg, Inc. 
  
 April 12, 2007 
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 SECTION 1.1.
	  	Definitions	  	1
	 SECTION 2.1.
	  	Demand Registration	  	4
	 SECTION 2.2.
	  	Piggy-Back Registration	  	6
	 SECTION 2.3.
	  	Reduction of Offering	  	7
	 SECTION 3.1.
	  	Filings; Information	  	7
	 SECTION 3.2.
	  	Registration Expenses	  	11
	 SECTION 4.1.
	  	Indemnification by the Company	  	11
	 SECTION 4.2.
	  	Indemnification by Selling Holders	  	12
	 SECTION 4.3.
	  	Conduct of Indemnification Proceedings	  	12
	 SECTION 4.4.
	  	Contribution	  	13
	 SECTION 5.1.
	  	Participation in Underwritten Registrations	  	14
	 SECTION 5.2.
	  	Rule 144	  	15
	 SECTION 5.3.
	  	Holdback Agreements	  	15
	 SECTION 5.4.
	  	Successors and Assigns	  	15
	 SECTION 5.5.
	  	No Waivers; Amendments	  	16
	 SECTION 5.6.
	  	Notices	  	16
	 SECTION 5.7.
	  	Governing Law	  	17
	 SECTION 5.8.
	  	Consent to Jurisdiction; Service of Process; Waiver of Jury Trial	  	17
	 SECTION 5.9.
	  	Aggregate Holdings	  	18
	 SECTION 5.10.
	  	Entire Agreement	  	18
	 SECTION 5.11.
	  	Severability	  	18
	 SECTION 5.12.
	  	Counterparts	  	18
	 SECTION 5.13.
	  	Interpretation	  	18

  

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 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2007 by and among hhgregg, Inc., a Delaware
corporation (the “Company”), FS Equity Partners V, L.P., a Delaware limited partnership (“FSEP V”), FS Affiliates V, L.P., a Delaware limited partnership (“FSA V”), California State Teachers’ Retirement System, a
government pension plan (“Cal STRS”), A.S.F. Co-Investment Partners II, L.P., a Delaware limited partnership (“ASF”), the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust (the “J. Throgmartin Trust”), and Jerry
W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (the “Individual Stockholders” and, collectively with the J. Throgmartin Trust, FSA V, Cal STRS and ASF, the “Existing Stockholders”). 
 RECITALS 
 A. The parties
hereto have entered into an Incorporation and Exchange Agreement of even date herewith (the “Exchange Agreement”) for purposes of forming a corporation under Delaware law to complete an initial public offering of common stock, par value
$0.0001 per share, of the Company (the “Common Stock”). 
 B. Pursuant to the Exchange Agreement, the parties hereto have agreed to
terminate that certain Registration Rights Agreement dated February 3, 2005 (the “Gregg Registration Rights Agreement”) by and among Gregg Appliances, Inc., an Indiana corporation, Gregg Investment Corporation, LLC, a Delaware limited
liability company, and the Individual Stockholders effective upon the Closing under the Exchange Agreement in consideration of the rights granted under this Agreement, which are intended to substantially replicate the registration rights granted
under the Gregg Registration Rights Agreement, with respect to the Common Stock, with this Agreement to become effective upon the Closing under the Exchange Agreement. 
 C. In order to ensure that such parties are granted such rights, the parties hereto desire to enter into this Agreement. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.1. Definitions. Terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Exchange Agreement. As used herein, the following terms shall have the following
meanings: 
 Agreement: Shall mean this Agreement, including all exhibits, annexes and schedules hereto, as the same may be amended or
supplemented from time to time in accordance with the terms hereof. 







 Demand Registration: An FSEP V Demand Registration or an Individual Demand Registration, each as
defined in Section 2.1. 
 Excess Amount: With respect to an underwritten offering, the number of Registrable
Securities requested by Holder or Holders to be sold pursuant to Section 2.1 or 2.2 which the managing Underwriter or Underwriters determines exceeds the largest number of Registrable Securities which can successfully be
sold in an orderly manner in such offering within a price range acceptable to the Holder or Holders holding a majority of the Registrable Securities proposed to be sold in such underwritten offering. 
 Exchange Act: The Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. 
 Follow-on Request: Shall have the meaning set forth in Section 2.1(b). 
 Gregg Registration Rights Agreement: Shall have the meaning set forth in the recitals. 
 Holder: FSEP V and the Existing Stockholders (or any Permitted Transferee thereof). 
 Indemnified Party: Shall have the meaning set forth in Section 4.3. 
 Indemnifying Party: Shall have the meaning set forth in Section 4.3. 
 Individual Stockholders: Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May or any Permitted Transferee thereof. 
 Initial Request: Shall have the meaning set forth in Section 2.1(b). 
 Inspectors: Shall have the meaning set forth in Section 3.1(g). 
 Investor Stockholders: FSA V, Cal STRS and ASF. 
 Material Event Postponement: Shall have the meaning set forth in Section 2.1(e). 
 NASDAQ: Shall have the meaning set forth in Section 3.1(i). 
 Other Holder Notice: An Other Holder Notice
as defined in Section 2.1. 
 Other Registration Rights Holders: Any persons who hereafter purchase Common Stock from the
Company and enter into an agreement with the Company allowing such persons to join in the Demand Registrations and Piggy-Back Registrations hereunder. 
 Permitted Assignee: Shall have the meaning set forth in Section 5.4. 
 Permitted
Transferee: (i) With respect to an Individual Stockholder, a family trust, limited partnership, corporation or other entity established by such Individual Stockholder, all of the beneficiaries or owners of which are either the Individual
Stockholder or immediate family members of such Individual Stockholder; (ii) with respect to an Individual Stockholder, any 

  

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other Individual Stockholder; (iii) with respect to Jerry W. Throgmartin, the J. Throgmartin Trust; and (iv) with respect to FSEP V or an Investor
Stockholder, any Affiliate of FSEP V or such Investor Stockholder if such Affiliate is an accredited investor within the meaning of the Securities Act. 
 Piggy-Back Registration: A Piggy-Back Registration as defined in Section 2.2. 
 Piggy-Back Registration Statement: Shall have the meaning set forth in Section 2.2. 
 Pro Rata Share: The
Pro Rata Share of a Stockholder shall be a fraction, (i) the numerator of which shall be the total number of shares of Common Stock then held by the Stockholder and (ii) the denominator of which shall be the total aggregate number of
shares of Common Stock then held by all Holders and Other Registration Rights Holders. 
 Qualified IPO: The first Registration
pursuant to an underwritten public offering of shares of the Common Stock under the Securities Act in which the aggregate proceeds from the offering are not less than $50,000,000. 
 Records: Shall have the meaning set forth in Section 3.1(g). 
 Registrable Securities: (a) Any Common Stock now owned or hereafter acquired by any Holder or Other Registration Rights Holder, and
(b) any securities issued or issuable with respect to such Common Stock referred to in clause (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act or are eligible for sale
under Rule 144(k) (or any successor provision) without being subject to any volume limitation, (iii) such securities shall have been otherwise transferred to a person who is not a Permitted Transferee of the Holder or (iv) such securities
shall have ceased to be outstanding. 
 Register, Registered and Registration: A registration effected by preparing and
filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. 
 Requisite Share Number: The number of shares of Common Stock representing not less than $25,000,000 in fair market value as determined by the Board. 
 Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 SEC: The Securities and Exchange Commission. 
 Selling Holder: A Holder or Other Registration Rights Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act. 
  

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 Stockholder: Any of the Existing Stockholders or FSEP V. 
 Suspension Period: Shall have the meaning set forth in Section 3.1. 
 Transfer: Any direct or indirect transfer, sale, assignment or other disposition of Common Stock. 
 Underwriter: A securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such
dealer’s market-making activities. 
 Withdrawal Election: Shall have the meaning set forth in Section 2.3(b).

 SECTION 2.1. Demand Registration. 
 (a) FSEP V Request for Registration. At any time or from time to time, FSEP V (and/or its Affiliate) then owning, individually or in the aggregate at least the Requisite Share Number (and for this purpose
shares held by the Investor Stockholders may be included) may make a written request for registration under the Securities Act of all or part of its or their Registrable Securities (an “FSEP V Demand Registration”); provided that
the Holder or Holders making the request are together requesting that at least the Requisite Share Number of their shares be registered; provided further that the Company shall not be obligated to effect more than three (3) Demand
Registrations, collectively, for FSEP V and/or its Permitted Transferees. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Prior to
making its FSEP V Demand Registration request, FSEP V shall determine the number of shares held by each of the Investor Stockholders which such Investor Stockholder wishes to be included in such FSEP V Demand Registration by providing ten
(10) days written notice to the Investor Stockholders or by otherwise determining the number of shares such Investor Stockholder wishes to include up to the Pro Rata Share in relation to the number shares held by FSEP V (and/or its Affiliates)
and the Investor Stockholders. The Company shall give written notice of such FSEP V Demand Registration within ten (10) days after the receipt thereof to all other Holders and Other Registration Rights Holders. If FSEP V requests an FSEP V
Demand Registration meeting all of the foregoing requirements, each of the other Existing Stockholders (or their Permitted Transferees) and each of the Other Registration Rights Holders shall be entitled to submit to the Company, within ten
(10) days after receipt of notice of FSEP V’s request for an FSEP V Demand Registration, a written request to join in such FSEP V Demand Registration, and if such a follow-on request is made, thereupon the Existing Stockholders or Other
Registration Rights Holders who made such a follow-on request shall be entitled to include Registrable Securities in such FSEP V Demand Registration on a pro rata basis, determined based on the Pro Rata Share then held by FSEP V and the Existing
Stockholders (in each case including Permitted Transferees) and the Other Registration Rights Holders participating in the offering up to the number of Registrable Securities proposed to be sold in such FSEP V Demand Registration; provided, that
each such FSEP V Demand Registration shall count as one of FSEP V’s three (3) Demand Registrations and not as the one (1) Demand Registration to which the Individual Stockholders are, collectively, entitled. The Company shall not have
any right to participate in a Demand Registration. 
  

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 (b) Individual Stockholder Request for Registration. At any time on or after the date which is 180
days following the closing of the Qualified IPO, Jerry W. Throgmartin (and/or his Permitted Transferees), then owning, individually or in the aggregate, at least the Requisite Share Number (and for this purpose, shares held by the other Individual
Stockholders may be included if such Individual Stockholders elect to join in the request) may make a written request for registration under the Securities Act of all or part of his or their Registrable Securities (an “Individual Demand
Registration”); provided that Jerry W. Throgmartin (and/or his Permitted Transferees) and the other Individual Stockholders joining in the request are together requesting that at least the Requisite Share Number of their shares be
registered; provided further that the Company shall not be obligated to effect more than one (1) Demand Registration, in the aggregate, for the Individual Stockholders and/or their Permitted Transferees. Any such request will
specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request within ten days after the receipt thereof
to all other Holders and Other Registration Rights Holders. If one or more of the Individual Stockholders requests an Individual Demand Registration meeting all of the foregoing requirements (the “Initial Request”), any Individual
Stockholder (or his Permitted Transferees) who did not join in the Initial Request, and any other Holder or Other Registration Rights Holder shall be entitled to submit to the Company, within ten (10) days after receipt of notice of the
Initial Request, a written request (a “Follow-on Request”) to join in such Individual Demand Registration, and thereupon FSEP V, each Individual Stockholder who made the Initial Request or a Follow-on Request, and each other Holder or
Other Registration Rights Holder who made a Follow-on Request shall be entitled to include Registrable Securities in such Demand Registration on a pro rata basis, based on the Pro Rata Share then held by the Individual Stockholders, FSEP V, the
other Holders and the Other Registration Rights Holders participating in the offering, up to the number of Registrable Securities proposed to be sold in such Individual Demand Registration; provided, that any such Individual Demand Registration
initiated by one or more of the Individual Stockholders shall be treated as the Individual Stockholders’ one (1) permitted Demand Registration and not as one of FSEP V’s three (3) permitted Demand Registrations. 
 (c) Effective Registration. A registration will not count as a Demand Registration (or request therefor) until it has become effective.

 (d) Underwritten Offering. If the Company or the initiating Holder of a Demand Registration so elects, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company and the initiating Holder of the Demand Registration shall jointly select one or more nationally recognized firms of investment
bankers to act as the managing Underwriter or Underwriters in connection with such offering and shall select any additional managers to be used in connection with the offering. 
 (e) Required Delays. Notwithstanding anything contained in this Section 2.1 to the contrary, if any request for Demand
Registration is delivered at a time when (i) the Company has determined or is currently planning (and its Board of Directors has approved such determination or plan) to file a registration statement with respect to an 

  

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underwritten primary registration of Common Stock on behalf of the Company (so long as a registration statement is filed with respect thereto within two
months of the Holder’s or Holders’ request for Demand Registration), the Company may require the Holder or Holders to postpone such request until the expiration of the 90-day period following the effective date of such registration, or
(ii) in the opinion of a majority of the Company’s Board such registration would adversely affect a material acquisition or merger to which the Company is a party, or otherwise materially and adversely affect the Company or the market for
the Company’s Common Stock (it being understood that the ordinary effect of a Demand Registration on the market for securities does not meet the foregoing standard) (a “Material Event Postponement”), the Company, with the prior
authorization of the Board of Directors, may require the Holder to postpone such request for an appropriate period (not to exceed 90 consecutive days (with a 30-day break between any two consecutive periods) or 180 days in any 12-month period). In
the event of a Material Event Postponement and the aforementioned prior Board authorization, the Company shall deliver a certificate signed by the President or the Chairman confirming the Company’s reasons for postponing the registration and
will effect such registration as promptly as possible after removal of such reasons. 
 SECTION 2.2. Piggy-Back Registration. If at
any time on or after the closing of the Company’s Qualified IPO, the Company proposes to file a registration statement under the Securities Act, with respect to an offering by the Company for its own account or for the account of any of its
respective security holders of any security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or a registration statement filed in
connection with an exchange offer or offering of securities solely to the Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to this Section 2.2 then,
the Company shall give written notice of such proposed filing to the Holders and Other Registration Rights Holders as soon as practicable, and such notice shall offer such Holders and Other Registration Rights Holders the opportunity to register
such number of shares of Registrable Securities as each such Holder or Other Registration Rights Holder may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be
disposed of by such Holder or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall use its commercially reasonable best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder or Other Registration Rights Holder shall have the right
to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within ten (10) days of its request for inclusion; provided, that the
registration statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. 
  

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 SECTION 2.3. Reduction of Offering. 
 (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or
2.2 determine that the size of the offering that the Holders, the Other Registration Rights Holders, the Company or any other Persons intend to make is such that the success of the offering or the price at which the offering would reasonably
be expected to occur would be adversely affected by inclusion of the Registrable Securities requested to be included, then (i) with respect to a Demand Registration, if the size of the offering is the basis of such Underwriter’s or
Underwriters’ determination, the Company shall not be required to include in such registration an amount of Registrable Securities requested to be included in such offering equal to the Excess Amount, such reduction to be allocated (1) if
the offering is pursuant to an Individual Demand Registration, on a pro rata basis among all Selling Holders other than the Individual Stockholders (and their Permitted Transferees) according to the Pro Rata Share of such other Selling Holders, and
(2) if the offering is not pursuant to an Individual Demand Registration, on a pro rata basis among all Selling Holders according to the Pro Rata Share of such Selling Holders, and (ii) in the case of a Piggy-Back Registration, if
securities are being offered for the account of other Persons as well as the Company, the securities the Company seeks to include shall have priority over securities sought to be included by any other Person (including the Holders and Other
Registration Rights Holders) and, with respect to the Registrable Securities intended to be offered by Holders or Other Registration Rights Holders, such Registrable Securities shall be included pro rata on the basis of the number of shares of
Common Stock proposed to be included in the Piggyback Registration by the Holders and Other Registration Rights Holders, collectively; provided, however, that if such Other Registration Rights Holder is intending to offer Registrable
Securities pursuant to a demand right granted by the Company, such Other Registration Rights Holder’s Registrable Securities shall have priority over the Registrable Securities proposed to be included in the Piggyback Registration by the
Holders; and provided further that the proportion by which the amount of such class of securities intended to be offered by Holders or Other Registration Rights Holders is reduced shall not exceed the proportion by which the amount of
such class of securities intended to be offered by such other Persons is reduced (it being understood that with respect to the Holders, Other Registration Rights Holders, and third parties, such reduction may be all of such class of securities).

 (b) If, as a result of the proration provisions of Section 2.3(a), any Holder or Other Registration Rights Holder shall
not be entitled to include all Registrable Securities in a Demand Registration or Piggy-Back Registration that such Holder or Other Registration Rights Holder has requested to be included, such Holder or Other Registration Rights Holder may elect to
withdraw his request to include Registrable Securities in such registration (a “Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder or
Other Registration Rights Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. 
 SECTION 3.1. Filings; Information. Whenever any Holder requests that any Registrable Securities be registered pursuant to Section 2.1, the Company will use its commercially reasonable best
efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as reasonably practicable, and in connection with any such request: 
 (a) The Company will, subject to Section 2.1(d), as expeditiously as possible prepare and file with the SEC a registration statement on
any form for which the Company then qualifies and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially
reasonable best efforts to cause such filed registration statement to become and remain effective until the earlier of (i) 90 days from the date such registration statement became effective or (ii) the date on which the sale of Registrable
Securities has been completed. If the Company receives multiple demands for registration in accordance with this Agreement, then, except as provided in Section 2.1(a), such demands shall be handled in the order received. 
  

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 (b) The Company will, prior to filing a registration statement or prospectus or any amendment or
supplement thereto, furnish to each Selling Holder, one counsel representing all such Selling Holders, and each Underwriter, if any, of the Registrable Securities covered by such registration statement, copies of such registration statement as
proposed to be filed, together with exhibits thereto, which documents will be subject to prompt review and approval by the foregoing, and thereafter furnish to such Selling Holder, counsel and Underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. 
 (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. 
 (d) The Company will use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities under such other securities
or blue sky laws of such jurisdictions in the United States as any Selling Holder reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities in the United States as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to
enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction (other than special service of process).

 (e) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto
is required to be 

  

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delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading and promptly make available to each Selling Holder any such supplement or amendment. 
 (f) The Company will enter
into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. 

(g) The Company will deliver promptly to each Selling Holder of such Registrable Securities and each Underwriter, if any, subject to restrictions
imposed by the United States federal government or any agency or instrumentality thereof, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with
respect to the registration statement and make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or
other professional retained by any such Selling Holder or Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”),
subject to restrictions imposed by any governmental authority governing access to classified information, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the disclosure or release of such Records is
requested or required pursuant to oral questions, interrogatories, requests for information or documents or a subpoena or other order from a court of competent jurisdiction or other process; provided that prior to any disclosure or release
pursuant to clause (ii), the Inspectors shall provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive such Inspectors’ obligation not to disclose such
Records; and provided further, that if failing the entry of a protective order or the waiver by the Company permitting the disclosure or release of such Records, the Inspectors, upon advice of counsel, are compelled to disclose such Records,
the Inspectors may disclose that portion of the Records which counsel has advised the Inspectors that the Inspectors are compelled to disclose. Each Selling Holder of such Registrable Securities agrees that information obtained by it solely as a
result of such inspections (not including any information obtained from a third party who, insofar as is known to the Selling Holder after reasonable inquiry, is not prohibited from providing such information by a contractual, legal or fiduciary
obligation to the Company) shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such information is made generally available to the
public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is 

  

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sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential. 
 (h) The Company will otherwise use its commercially reasonable best efforts to comply with
all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. 
 (i) The
Company will use its commercially reasonable best efforts (a) to cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed (if any), if the listing
of such Registrable Securities is then permitted under the rules of such exchange or (b) to secure designation of all such Registrable Securities as a National Association of Securities Dealers Automatic Quotation (“NASDAQ”)
“national market system security” within the meaning of Rule 11Aa2-l of the SEC or, to secure NASDAQ authorization for such Registrable Securities, if similar securities issued by the Company are so designated. 
 (j) The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding the
distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. 
 (k) The Chairman of the Board of Directors of the Company, the Chief Executive Officer of the Company, all other executive officers, and all other
members of the management of the Company will cooperate fully in any offering of Registrable Securities pursuant to Section 2.1 hereof, including, without limitation, participation in meetings with potential investors, preparation
of all materials for such investors, and making management of the Company available for “road show” presentations and similar selling efforts. 
 Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(e) hereof, such Selling Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.1(e) hereof (such period during which a Selling Holder is required to refrain from disposition of Registrable Securities, a “Suspension Period”), and, if so directed by the Company, such Selling Holder
will deliver to the Company all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the
Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 3.1(a) hereof) by the number of days
during the period from and including the date of the giving of notice pursuant to Section 3.1(e) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such
registration statement a prospectus supplemented or amended to conform with the requirements of Section 3.1(e) hereof. 
  

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 SECTION 3.2. Registration Expenses. In connection with any Demand Registration pursuant to
Section 2.1 hereof and any registration statement filed pursuant to Section 2.2, the Company shall pay the following registration expenses incurred in connection with the registration thereunder, whether or not such
registration becomes effective: (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (iii) printing expenses, (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees
and expenses, if any, incurred in connection with the listing of the Registrable Securities, (vi) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company,
(vii) the fees and expenses of any special experts retained by the Company in connection with such registration, and (viii) with respect to a Demand Registration only, reasonable fees and expenses of one counsel (who shall be reasonably
acceptable to the Company) for all of the Selling Holders (in addition to counsel for the Company), with such counsel selected by Holders of a majority of the Registrable Securities being registered in the Demand Registration. The Company shall have
no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities, or any other out-of-pocket expenses of the Holders. 
 SECTION 4.1. Indemnification by the Company. 
 (a) The Company agrees to indemnify and hold harmless each Selling Holder, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any loss, claim, damage or liability and any action in respect thereof to which such Selling Holder, its officers, directors and agents, and any such controlling Person may become subject under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus
relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or arises out of, or is based upon, any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Selling Holder, its officers, directors and agents, and each such controlling Person for any legal and
other expenses reasonably incurred by that Selling Holder, its officers, directors and agents, or any such controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action. The Company
also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in
this Section 4.1. 
  

 11 








 (b) The indemnity agreement contained in Section 4.1(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage or liability and any action in respect thereof if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any loss, claim, damage, liability and any action in respect thereof to the extent that it arises from or is based upon written information relating to the Indemnified Person furnished expressly for use in connection with
such registration by such Person, nor shall the Company be liable to any Person for any such loss, claim, damage or liability and any action in respect thereof to the extent it arises from or is based upon (a) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities delivered by such Person after such Person had received written notice from the Company pursuant to
Section 3.1(e) that such registration statement or prospectus contained such untrue statement or alleged untrue statement of a material fact and stating specifically that a Suspension Period is then in effect, (b) any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading after such Person has received written notice from the Company pursuant to
Section 3.1(e) that such registration statement or prospectus contained such omission or alleged omission and stating specifically that a Suspension Period is then in effect, or (c) the failure of such Person to deliver
any preliminary or final prospectus, or any amendments or supplements thereto, required under applicable securities laws, including the Securities Act, to be so delivered, provided that a sufficient number of copies thereof had been provided by the
Company to such Person. 
 SECTION 4.2. Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to
indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to such Selling Holder, but only with reference to information related to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. In no event, however, shall any
indemnity obligation under this Section 4.2 exceed the net proceeds from the offering received by such Selling Holder. 
 SECTION 4.3. Conduct of Indemnification Proceedings. Promptly after receipt by any person of notice of any claim or the commencement of any action, in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2 (an “Indemnified Party”) of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the person against whom such
indemnity may be sought (an “Indemnifying Party”), notify the Indemnifying Party in writing of the claim or the commencement of such action; provided that the failure to notify the Indemnifying Party shall not relieve it from any liability
which it may have to an Indemnified Party except to the extent of any actual prejudice resulting therefrom. If any such claim or action shall be brought against an Indemnified Party, 

  

 12 








 
and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes,
jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense
of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of
investigation; provided that the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, but the fees and expenses of such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) based upon the advice of counsel of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settlement is made with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify the Indemnified Party from and against any loss, claim, damage, or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such claim or proceeding. 
 SECTION 4.4. Contribution. If the
indemnification provided for in this Article IV is unavailable to, or is insufficient to hold harmless, the Indemnified Parties in respect of any losses, claims, damages or liabilities referred to herein, then each Indemnifying Party, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) as between the Company and the Selling Holders on the one hand and
the Underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other from the offering of the Registrable Securities,
or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on
the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each Selling
Holder on the other, or as among the Selling Holders, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Company and of each Selling Holder and the relative benefit received by each of them in connection
with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Holders bear to the total underwriting discounts and commissions 

  

 13 








 
received by the Underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and the Selling
Holders on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Selling Holders or by the Underwriters. The relative fault of the Company on the one hand and of each Selling Holder on the other, and with respect to the Selling Holders among themselves, shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) by a court of competent jurisdiction shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation). 
 The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Selling Holder were offered to the public (less
underwriting discounts and commissions) exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Selling Holder’s
obligations to contribute pursuant to this Section 4.4 are several in that proportion which the net proceeds of the offering received by such Selling Holder bears to the total net proceeds of the offering received by all the
Selling Holders, and not joint. 
 SECTION 5.1. Participation in Underwritten Registrations. No Person may participate in any
underwritten registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and
(b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these Registration Rights. 
  

 14 








 SECTION 5.2. Rule 144. The Company covenants that it will use its commercially reasonable
best efforts to file any reports required to be filed by it under the Exchange Act and that it will take such further action as any Holder may reasonably request, all to the extent reasonably required from time to time to enable Holders to sell
Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (b) any similar
Rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 
 SECTION 5.3. Holdback Agreements. 
 (a) Each Holder of Registrable Securities agrees not to effect any sale or distribution of the issue being registered or of a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such
securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during such period as is required by a managing underwriter beginning on and continuing after the effective date of the registration
statement filed by the Company (except as part of such registration) in the case of an underwritten public offering, which period shall be 180 days after the effective date of the registration statement in the case of the Company’s Qualified
IPO, or such other period as is required by the managing underwriter. 
 (b) With respect to a Demand Registration effected pursuant to
Section 2.1 hereof, the Company agrees (i) not to effect any sale or distribution of any securities similar to those being registered in accordance with Section 2.1 hereof, or any securities convertible
into or exchangeable or exercisable for such securities, during the 14 days prior to, and during such period as is required by a managing underwriter beginning on and continuing after the effective date of any registration statement (except as part
of a registration statement where the Holder making such Demand Registration consents) or the commencement of a public distribution of Registrable Securities; and (ii) that any agreement entered into after the date hereof pursuant to which the
Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the periods described in (a) above, in
each case including a sale pursuant to Rule 144 (except as part of any such registration, if permitted); provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant
to their terms into or for other securities and shall not prevent the issuance of securities by the Company under any employee benefit, stock option or stock subscription plans or in private placements. 
 SECTION 5.4. Successors and Assigns. This Agreement, and all obligations and rights hereunder, shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and permitted assigns; provided that no rights of any Stockholder under this Agreement may be assigned, except that any Stockholder may assign its rights hereunder to any Permitted
Transferee and except that FSEP V may assign its rights hereunder to any transferee who acquires more than fifty percent (50%) of the Registrable Securities owned by FSEP V as of the date hereof (a “Permitted Assignee”); provided
further, that, prior to such 

  

 15 








 
assignment, such Permitted Transferee or Permitted Assignee shall enter into a written agreement to be bound by the terms and conditions of this Agreement
applicable to such Stockholder. 
 SECTION 5.5. No Waivers; Amendments. 
 (a) No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 (b) This Agreement may be amended, modified or supplemented, and compliance with any provision hereof may be waived, with the written
consent of the Company and FSEP V together, and without the consent of any other Stockholder or Other Registration Rights Holder, except that to the extent any of the Individual Stockholders’ rights would be disproportionately prejudiced
thereby, the written consents of such Individual Stockholders shall also be required. Any such amendment, modification, supplement or waiver so consented to in writing shall be binding upon the parties hereto and their successors, Permitted
Transferees and assigns (if any). The parties hereby expressly agree that the Company’s grant of additional demand and piggy-back registration rights in the future that do not apply to FSEP V differently than they apply to the Individual
Stockholders shall not constitute an amendment or modification of, or a supplement to, this Agreement. 
 SECTION 5.6. Notices. All
notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (i) when personally delivered, (ii) upon
receipt of a telephonic facsimile transmission with a confirmed telephonic transmission answer back, (iii) three (3) Business Days after having been deposited in the United States mail, certified or registered, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after having been dispatched by a nationally recognized overnight courier service, addressed to the parties or their permitted assigns at the following addresses (or at such other address or
number as is given in writing by either party to the other) as follows: 
 if to FSEP V: 
 c/o Freeman Spogli & Co. LLC 
 299 Park
Avenue 
 20th Floor 
 New York, New York 10171 
 Facsimile: (212) 758-7499 
 Attention: John
Roth and Ben Geiger 
  

 16 








 with a copy to: 
 Bingham McCutchen LLP 
 355 S. Grand Avenue, 44th Floor 
 Los Angeles, California 90071 
 Facsimile: (213) 680-6499 
 Attention: Richard J. Welch, Esq. 
 if to the Individual Stockholders: 
 c/o Jerry W. Throgmartin 
 4151 East 96th Street 
 Indianapolis, Indiana
46240 
 Facsimile No.: (317) 848-8768 
 with a copy to: 
 Ice Miller LLP 
 One American Square 
 Suite 3100 
 Indianapolis, Indiana 46282-0002 
 Facsimile No.: (317) 592-4675 
 Attention: Steven K. Humke 
 SECTION 5.7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard to the choice of law provisions thereof). 
 SECTION 5.8.
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. 
 (a) Any claim arising out of or relating to this Agreement or the
transactions contemplated hereby may be instituted in any of the state or federal courts located in Delaware, and each party hereby agrees not to assert, by way of motion, as a defense or otherwise, in any such claim, that it, he or she is not
subject personally to the jurisdiction of such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party
further irrevocably submits to the jurisdiction of such court in any such claim. 
 (b) Any and all service of process and any other notice
in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested or by any other means of delivery that requires a signed receipt, postage prepaid, mailed to such party as herein
provided. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction. 

 

 17 








 (c) EACH PARTY ACKNOWLEGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. 
 (d) EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE WAIVER IN SECTION 5.8(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 5.8 (c) AND THIS SECTION 5.8(d). 
 SECTION 5.9. Aggregate Holdings. In determining the number of shares of Common Stock owned by a Stockholder for all purposes of this Agreement, all shares held by a Permitted Transferee of such Stockholder
shall be aggregated together (provided that no shares shall be attributed to more than one entity or person within any such group of entities or persons). 
 SECTION 5.10. Entire Agreement. This Agreement and the Exchange Agreement constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and
supersede any and all prior agreements and understandings, written or oral, relating to the subject matter hereof and thereof. 
 SECTION
5.11. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdictions, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law. 
 SECTION 5.12. Counterparts. This Agreement may be
executed in any number of counterparts and by facsimile, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. 
 SECTION 5.13. Interpretation. The headings used in this agreement are for convenience only and shall not affect the interpretation of this agreement. 
 [Remainder of page intentionally left blank; signature pages follow] 
  

 18 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

			
	 hhgregg, Inc.,

	
	 a Delaware corporation

		
	By:	 	 /s/ Jerry W. Throgmartin

		 	Jerry W. Throgmartin
		 	Chairman and Chief Executive Officer
	
	 FS Equity Partners V, L.P.,

	 a Delaware limited partnership

		
	By:	 	FS Capital Partners V, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ John M. Roth

	Name:	 	John M. Roth
	Title:	 	Managing Member
	
	FS AFFILIATES V, L.P.,
		
	By:	 	FS Capital Partners V, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ John M. Roth

	Name:	 	John M. Roth
	Title:	 	Managing Member
	
	 CALIFORNIA STATE TEACHER’S
 RETIREMENT SYSTEM

		
	By:	 	 /s/ Christopher J. Ailman

	Name:	 	Christopher J. Ailman
	Title:	 	Chief Investment Officer










					
	 A.S.F CO-INVESTMENT PARTNERS II, L.P.
	 	
			
	 By:
	 	 PAF 1/03, LLC
	 	
	 Its:
	 	General Partner	 	
			
	 By:
	 	 Old Kings II, LLC
	 	
	 Its:
	 	Managing Member	 	
			
	 By:
	 	/s/ William J. Indelicato	 	
	Name:	 	 William J. Indelicato
	 	
	Title:	 	Managing Director	 	
		
	 THE JERRY W. THROGMIRE 2007
 GRANTOR RETAINED ANNUITY TRUST
	 	
			
	 By:
	 	 /s/ Jerry W. Throgmartin
	 	
		 	Jerry W. Throgmartin, Trustee	 	


  

	
	 “INDIVIDUAL STOCKHOLDERS”

	
	 /s/ Jerry W. Throgmartin

	
	Jerry W. Throgmartin
	
	 /s/ Gregg William Throgmartin

	 Gregg William Throgmartin

	
	 /s/ Dennis L. May

	 Dennis L. May