INCORPORATION AND EXCHANGE AGREEMENT by and among GREGG APPLIANCES, INC. GREGG INVESTMENT CORPORATION, LLC, THE JERRY W. THROGMARTIN 2007 GRANTOR RETAINED ANNUITY TRUST, JERRY W. THROGMARTIN, GREGG WILLIAM THROGMARTIN, DENNIS L. MAY, FS EQUITY...Incorporation and Exchange Agreement • May 25th, 2007 • Hhgregg, Inc. • Retail-radio, tv & consumer electronics stores • Delaware
This Incorporation and Exchange Agreement (the “Agreement”) is made as of this 12th day of April 2007 by and among Gregg Appliances, Inc., an Indiana corporation (“Gregg Appliances”), Gregg Investment Corporation, LLC, a Delaware limited liability company (“GIC”), Jerry W. Throgmartin, Gregg William Throgmartin, Dennis L. May (each of such three individuals, a “Management Stockholder” and, collectively, the “Management Stockholders”), the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust (the “J. Throgmartin Trust”), FS Equity Partners V, L.P., a Delaware limited liability company and the managing member of GIC (“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” and, collectively with FSEP V, FSA V and Cal STRS, the “GIC Members”) and hhgregg, Inc., a Delaware corporation (the “Company”) with
