FORM OF EXCHANGE AGREEMENT December 1, 2015Exchange Agreement • December 4th, 2015 • Regis Corp • Services-personal services
Contract Type FiledDecember 4th, 2015 Company Industry[Investor Legal Name(s)] (including any other persons or entities exchanging Existing Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (this “Agreement”) with Regis Corporation, a Minnesota corporation (the “Company”), on the date first written above, whereby the Holder will exchange (the “Exchange”) certain of the Company’s 5.75% Senior Notes due 2017 (the “Existing Notes”) for certain of the Company’s 5.50% Senior Notes due 2019 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture, to be dated as of the Closing Date (as hereinafter defined) in the form of EXHIBIT A hereto (the “Indenture”) by and among the Company, each of the guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).This Agreement, the Indenture, the New Notes, the Guarantees (as defined in the Indenture), and the Other Agreements (as def