Supercuts 2008 Annual Report Download - page 145

4.9 Tax Matters . Except as set forth on the Tax Matters Schedule attached hereto, without the prior written consent of the Buyer, no
Seller Party shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended
Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender
any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment
relating to the Company or any of its Subsidiaries, or take any other similar action, or omit to take any action relating to the filing of any Tax
Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or
omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax attribute of the Company
or any of its Subsidiaries.
4.10 Delivery of Interim Financial Statements . The Company shall deliver to Buyer copies of BeautyFirst's unaudited consolidated
financial statements for the period ended December 26, 2007 as soon as reasonably practicable (and in any event prior to February 15, 2008).
The financial statements shall include income statements, balance sheets and cash flow statements, prepared in accordance with GAAP on a
basis consistent with the Company's prior financial statements.
4.11 Insurance
. Sellers shall have full responsibility to maintain in effect without material modification up to and including the Closing
Date all existing policies or binders of insurance in existence at the date hereof.
4.12 Outside BF Interests . Seller, the Company and its Subsidiaries shall use reasonable best efforts to cause (a) all Capital Stock of
BeautyFirst to be owned beneficially and of record by CC1 as of Closing, and (b) there to be no outstanding Options with respect to BeautyFirst
as of Closing, in each case without the Company or any of its Subsidiaries having any further obligations after Closing to the former holders of
the Outside BF Interests.
4.13 Atlanta Office . The Company shall assign the lease for its Atlanta offices to CCC or an Affiliate thereof (other than the Company
or a Subsidiary of the Company) at no cost to the Buyer Parties.
ARTICLE IV.1
ADDITIONAL COVENANTS
4.1.1 Regis Investment . Regis hereby commits and agrees to invest $10,000,000 in an investment fund sponsored and managed by
CCC or an Affiliate thereof, subject to the following terms: (i) the amount required to be funded by Regis prior to the first anniversary of Closing
shall not exceed $7,500,000; (ii) such investment shall be made on customary market terms, no less favourable to Regis than to any other
investor in such fund, including CCC and the principals thereof; (iii) the investment by Regis shall not exceed 35% of the aggregate investments
in such fund by all investors; and (iv) at least $10,000,000 shall be invested in such fund by institutional investors.
4.1.2 Regis Guaranty
. Regis hereby unconditionally and irrevocably guarantees to the Seller Parties the full and complete payment and
performance of all obligations of the Buyer under this Agreement. Regis agrees that such obligations shall be primary obligations of Regis, shall
not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that Regis may have against any Person, and
shall remain in full force and effect without regard to, and shall not be released, discharged, limited or affected in any way by any circumstance
or condition (whether or not Regis shall have any knowledge thereof), including, without limitation, any voluntary or involuntary bankruptcy,
insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation,
marshalling of assets and liabilities or similar events or proceedings with respect to the Buyer or any other Person. Regis unconditionally waives,
to the extent permitted by law, all notices, demands, presentment and protest, and all suretyship defenses.
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