REGIS CORPORATION WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 19th, 2024 • Regis Corp • Services-personal services • Delaware
This Warrant is being issued pursuant to that certain Amendment No. 1 to Financing Agreement, dated as of December 19, 2024 (the “Amendment”), by and among the Company, each other subsidiary of the Company listed as a “Borrower” on the signature pages thereto, each subsidiary of the Company listed as a “Guarantor” on the signature pages thereto, the lenders thereto (the “Lenders”), TCW Asset Management Company LLC a Delaware limited liability company (“TCW”), as collateral agent for the Lenders, TCW as administrative agent for the Lenders, TCW as joint lead arranger and MidCap Financial Trust, as revolving agent for the Revolving Loan Lenders, which amends that certain Financing Agreement, dated as of June 24, 2024 (as amended by the Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Financing Agreement”). All capitalized terms used and not defined herein shall have the respective meanings set for
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • December 19th, 2024 • Regis Corp • Services-personal services • New York
Financing Agreement, dated as of June 24, 2024, by and among REGIS CORPORATION, a Minnesota corporation (the “Company”), each other subsidiary of the Company listed as a “Borrower” on the signature pages hereto (together with the Company and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Company listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC, a Delaware limited liability company (“TCW”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), TCW, as administrative agent for the Lenders (in such capa
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG REGIS CORPORATION, SUPER C GROUP, LLC, ASG HOLDINGS, LLC, AND VISION CUTS, LLC, SAAW PROJECT, LLC, AND VGP II LLC DECEMBER 19, 2024Membership Interest Purchase Agreement • December 19th, 2024 • Regis Corp • Services-personal services • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2024 (the “Agreement Date”) by and among Regis Corporation, a Minnesota corporation (“Buyer”), Super C Group, LLC d/b/a Alline Salon Group, a Michigan limited liability company (the “Company”), ASG Holdings, LLC, a Michigan limited liability company (“Holdco”), Vision Cuts, LLC, a Michigan limited liability company, SAAW Project, LLC, a Michigan limited liability company, and VGP II LLC, a Michigan limited liability company (each, a “Holder” and together, the “Holders”, and together with Holdco, the “Sellers”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
