HHGREGG, INC. (HGG)

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:

SECTION 3.1 Consents. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Grantor or any Issuer of this Agreement, except (a) as may be required by laws affecting the offering and sale of securities generally, (b) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (c) filings under the UCC.

SECTION 3.2 Perfected Liens. Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.3. The Security Interests granted pursuant to this Agreement (a) constitute valid security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Obligations, and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.3, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (2) when each Copyright security agreement has been filed with the United States Copyright Office, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (3) when each control agreement has been duly executed by the applicable depository bank or Securities Intermediary (as applicable) and delivered to the Administrative Agent, the Security Interests will constitute perfected security interests in all right, title and interest of the Grantors in the Deposit Accounts (other than the Excluded Deposit Accounts) and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens.

SECTION 3.3 Name; State of Organization; Location of Collateral; other Information.

(a) The exact legal name of each Grantor on the Closing Date is as set forth on Schedule 3.3. No Grantor has, during the five (5) years prior to the date of this Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth on Schedule 3.3.

(b) Each Grantor is a Registered Organization of the type and organized in the jurisdiction set forth on Schedule 3.3. Schedule 3.3 accurately sets forth the organizational identification number of each Grantor (or accurately states that such Grantor has none) and accurately sets forth the federal employer identification number of each Grantor.

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(c) On the Closing Date, the chief executive office and mailing address of each Grantor and each Grantor’s books and records concerning the Accounts are located only at the address identified as such in Schedule 3.3 and its only other places of business and the only other locations of Collateral (other than “in transit” Collateral), if any, are the addresses set forth in Schedule 3.3. Schedule 3.3 correctly identifies any of such locations which are not owned by each Grantor and sets forth the owners and/or operators thereof.

SECTION 3.4 Accounts. None of the transactions giving rise to any Account violate any applicable foreign, Federal, State or local laws or regulations, all documentation relating thereto is legally sufficient under such laws and regulations and all such documentation is legally enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally and by general equitable principles. The amount represented by each Grantor to the Administrative Agent as owing by each Account Debtor is, or will be, the correct amount actually and unconditionally owing, except for ordinary course cash discounts and allowances where applicable. There are no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect to any Account, if in the aggregate with all other Accounts, the same exceed $500,000. None of the Accounts is, nor will any hereafter arising Account be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

SECTION 3.5 Chattel Paper. As of the date hereof, no Grantor holds any Chattel Paper in the ordinary course of its business.

SECTION 3.6 Commercial Tort Claims. As of the date hereof, all Commercial Tort Claims owned by any Grantor are listed on Schedule 3.6.

SECTION 3.7 Deposit Accounts. As of the date hereof, all Deposit Accounts (including, without limitation, cash management accounts that are Deposit Accounts), securities accounts, lockboxes and other accounts in the name of or used by any Grantor maintained at any bank or other financial institution are set forth on Schedule 3.7.

SECTION 3.8 Intellectual Property. As of the date hereof, no Grantor has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 3.8 and has not granted any licenses with respect thereto other than as set forth in Schedule 3.8. Schedule 3.8 sets forth all of the agreements or other arrangements of each Grantor pursuant to which such Grantor has a license (other than commercially available off-the-shelf software) or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another person as in effect on the date hereof (other than such Intellectual Property as may be associated with Inventory any Grantor is permitted to sell under Applicable Law (including the United States Copyright Act of 1976)) and the dates of the expiration of such agreements or other arrangements of any Grantor as in effect on the date hereof (collectively,

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together with such agreements or other arrangements as may be entered into by any Grantor after the date hereof, collectively, the “License Agreements” and individually, a “License Agreement”).

SECTION 3.9 Inventory. Collateral consisting of Inventory is in good and marketable condition (subject to normal reserves for damaged and defective Inventory). Other than consents and approvals which have been previously obtained, to the knowledge of each Grantor, none of such Inventory is subject to any restriction on the applicable Grantor’s ability to manufacture and/or sell such Inventory.

SECTION 3.10 Investment Property; Partnership/LLC Interests.

(a) As of the date hereof, all Investment Property (including, without limitation, Securities Accounts and cash management accounts that are Investment Property) and all Partnership/LLC Interests owned by any Grantor is listed on Schedule 3.10 (as such schedule may be updated from time to time pursuant to Section 4.3).

(b) All Investment Property and all Partnership/LLC Interests issued by any Issuer to any Grantor (i) have been duly and validly issued and, if applicable, are fully paid and nonassessable, (ii) are beneficially owned as of record by such Grantor and (ii) constitute all the issued and outstanding shares of all classes of the capital stock of such Issuer issued to such Grantor.

(c) None of the Partnership/LLC Interests (i) are traded on a Securities exchange or in Securities markets, (ii) by their terms expressly provide that they are Securities governed by Article 8 of the UCC, (iii) are Investment Company Securities or (iv) are held in a Securities Account.

SECTION 3.11 Instruments.

As of the date hereof, no Grantor holds any Instruments or is named a payee of any promissory note or other evidence of indebtedness.

SECTION 3.12 Government Contracts. As of the date hereof, (a) no Grantor is party to any contract with a Governmental Authority under which such Governmental Authority, as account debtor, owes a monetary obligation to any Grantor under any account in excess of $500,000 and (b) the aggregate amount of all monetary obligations owed to the Grantors under all contracts and accounts with Governmental Authorities, as account debtors, does not exceed $1,000,000 in the aggregate.

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ARTICLE IV