STOCKHOLDERS AGREEMENT

Exhibit 4.3

STOCKHOLDERS AGREEMENT

by and among

FS EQUITY PARTNERS V, L.P.,

GREGG INVESTMENT CORPORATION, LLC,

JERRY W. THROGMARTIN,

GREGG WILLIAM THROGMARTIN,

DENNIS L. MAY,

AND

GREGG APPLIANCES, INC.

February 3, 2005

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

Schedule 1 Ownership of Capital Stock by Stockholders Upon Consummation of Transactions Contemplated by Merger Agreement

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered into as of February 3, 2005 by and among Gregg Appliances, Inc., an Indiana corporation (the "Company"), Gregg Investment Corporation, LLC, a Delaware limited liability company (the "Investor"), FS Equity Partners V, L.P., a Delaware limited partnership and the sole member of Investor ("FSEP V" and, collectively with Investor, the "Investor Parties"), and Jerry W. Throgmartin, Gregg William Throgmartin, and Dennis L. May (each of such three individuals, an "Existing Stockholder" and, collectively, the "Existing Stockholders").

R E C I T A L S

A. The Existing Stockholders own a majority of the issued and outstanding stock of the Company.

B. The Investor Parties, the Existing Stockholders, the Company and others have entered into that certain Agreement and Plan of Merger, dated as of October 19, 2004, as amended (the "Merger Agreement"), pursuant to which, immediately after the merger contemplated in the Merger Agreement (the "Merger"), the Investor will own 80.01% of the issued and outstanding Common Stock of the Company, the Existing Stockholders will own in the aggregate 19.99% of the issued and outstanding Common Stock of the Company, and FSEP V will own at least a majority of the equity of the Investor. The Existing Stockholders also shall receive the Junior Subordinated Notes (as defined in the Merger Agreement) as consideration in the Merger and Section 7.1(f) below will govern certain actions of the Company and the Investor Parties with respect to such instruments.

C. To induce the Investor Parties and the Existing Stockholders to consummate the transactions contemplated by the Merger Agreement, the Investor Parties, the Existing Stockholders, and the Company desire to execute this Agreement.

D. Upon consummation of the transactions contemplated by the Merger Agreement the Investor and the Existing Stockholders will own the shares of Common Stock of the Company set forth on Schedule 1 hereto.

E. The Investor Parties, the Existing Stockholders and the Company wish to establish through this Agreement certain rights, obligations and restrictions with respect to the securities of the Company.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following capitalized terms shall have the following meanings:

• Additional Securities : All Securities which are issued and sold by the Company other than (i) the Initial Shares, (ii) any Securities issued or issuable to all of the holders of Common Stock then outstanding on a proportionate basis, (iii) any Securities issued or issuable to any Employees pursuant to any equity incentive plan, individual agreement, bonus, award, stock purchase plan, stock option plan or other stock agreement or arrangement which in each event is approved by the Board, or Securities issued or issuable to Investor in connection with the purchase of membership or equity interests or units of Investor by Employees, (iv) any Securities issued in exchange for debt securities of the Company or any Subsidiary; provided, that the overall terms of the exchange transaction are fair to and in the best interests of the Company as determined in good faith by the Board, (v) any Securities issued to any source of, or to any party arranging, financing for the Company or any Subsidiary of the Company; provided, that the overall terms of the financing transaction involving the issuance of debt and Securities are fair to and in the best interests of the Company as determined in good faith by the Board, (vi) any Securities issued pursuant to a public offering registered under the Securities Act, (vii) any Securities issued or issuable in connection with the acquisition by the Company or a Subsidiary of any business, business assets or securities from any Person; provided, that such Securities are not issued for less than their fair market value, as determined in good faith by the Board, and (viii) any Securities not described in (ii) through (vii) above that are issued or issuable upon the exercise of rights, options or warrants to purchase Securities, or upon the conversion or exchange of Securities convertible into or exchangeable for Securities, for which an Issuance Notice was given under the terms of this Agreement in connection with the issuance of such rights, options, or warrants or such convertible or exchangeable Securities.

• Affiliate : Such term shall have the meaning given to such term pursuant to Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended.

• Board : The Board of Directors of the Company.

• Business : Selling brand name appliances and consumer electronics, and providing related installation, servicing, extended warranty plans, financing, and repair.

• Closing : The closing of the transactions contemplated by the Merger Agreement.

• Common Stock : The Common Stock, no par value per share, of the Company.

• Employee : Any employee, director or consultant of the Company or any Subsidiary of the Company.

• FS Group : FSEP V and its Affiliates (including related funds) and their respective related management companies, general partners, portfolio companies, and the officers, directors, employees, agents or representatives of the foregoing.

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• FS Existing Stockholders : Brad J. Brutocao, Mark J. Doran, Bradford M. Freeman, Benjamin D. Geiger, Todd W. Halloran, Jon D. Ralph, John M. Roth, Charles P. Rullman, Jr., J. Frederick Simmons, Ronald P. Spogli, and William M. Wardlaw.

• Initial Shares : The 13,900,000 shares of Common Stock issued and outstanding on the date hereof.

• Permitted Transferee : Permitted Transferee shall mean, (i) with respect to the Investor, (A) Freeman Spogli & Co. V, L.P., or any direct or indirect wholly owned subsidiaries of Freeman Spogli & Co. V, L.P., or (B) FSEP V or any investment fund or partnership that is organized and controlled by three or more of the FS Existing Stockholders and any investor or general or limited partner in, or employee of, or member or manager of, such fund or partnership, or any management company of such fund or partnership, (ii) with respect to Dennis L. May, to any other Existing Stockholder; provided that the Transfer to such other Existing Stockholder takes place after the termination of Mr. May’s employment by the Company without "Cause," as such term is defined in the Employment Agreement, dated of even date herewith, between Mr. May and the Company; and provided further that such Transfer shall be subject to Section 5.2(a), and (iii) with respect to an Existing Stockholder, a family trust, limited partnership, corporation or other entity established by such Existing Stockholder, all of the beneficiaries or owners of which are immediate family members of such Existing Stockholder, (provided that in the case of any entity established by an Existing Stockholder, the owners thereof shall specifically agree that, notwithstanding anything contained in this Agreement to the contrary, such owners shall not further Transfer their ownership interests in such entity to any other Person).

• Person : Any individual, corporation, entity, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or other entity.

• Public Offering : A public offering of shares of Common Stock of the Company registered under the Securities Act, but shall not include an offering registered on Form S-4 or Form S-8 (or any substitute form that is adopted by the SEC). The term "Initial Public Offering" shall mean an underwritten Public Offering of Common Stock which results in aggregate proceeds from the offering in excess of $50 million.

• SEC : The Securities and Exchange Commission.

• Securities : Shall mean (i) Common Stock, (ii) all rights, options, warrants to purchase such Common Stock or the securities described in the following clause and (iii) all other securities or capital stock of any type whatsoever, including, without limitation, preferred stock and securities that are, or may become, convertible into or exchangeable for, or that entitle the holder to purchase, Common Stock.

• Securities Act : The Securities Act of 1933, as amended.

• Stockholders : The Investor and the Existing Stockholders.

• Subsidiary : With respect to any Person, a corporation or other entity of which a majority of the shares of stock or other ownership interests are owned, directly or indirectly, by such Person.

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2. Rights Relating to Issuance of Additional Securities . The Company hereby grants to each Stockholder the following rights with respect to any and all proposed issuances or sales of Additional Securities by the Company:

• 2.1 Issuance Notice . The Company shall give to each Stockholder written notice of the Company’s intention to issue and sell Additional Securities (the "Issuance Notice"), describing the type of Additional Securities, the price at which the Additional Securities will be issued and sold and the general terms upon which the Company proposes to issue and sell the Additional Securities, including the anticipated date of such issuance or sale.

• 2.2 Response Notice . Each Stockholder shall have 20 days from the date the Issuance Notice is received to agree to purchase all or any portion of its Pro Rata Share (as defined below in Subsection 2.4) of such Additional Securities by giving written notice to the Company of its desire to purchase Additional Securities (the "Response Notice") and stating therein the quantity of Additional Securities to be purchased. Such Response Notice shall constitute the irrevocable agreement of such Stockholder to purchase the quantity of Additional Securities indicated in the Response Notice at the price and upon the terms stated in the Issuance Notice. Any purchase by Stockholders of Additional Securities shall be consummated on the later of (i) the closing date specified in the Issuance Notice or (ii) the closing date on which Additional Securities described in the applicable Issuance Notice are first issued and sold if other Persons are also purchasing Additional Securities. Each Stockholder that has elected to purchase its Pro Rata Share of Additional Securities will have the right to purchase all or any portion of the Additional Securities unsubscribed for by the other Stockholders, up to its pro rata share of such unsubscribed portion (determined by the number of shares of Common Stock owned by the party or parties who elect to purchase such unsubscribed for portion) if oversubscribed.

• 2.3 Revised Issuance Notice . The Company shall have 120 days from the date of the Issuance Notice to consummate the proposed issuance and sale of the Additional Securities that are not being purchased by the Stockholders at a price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice. If the Company proposes to issue Additional Securities after such 120-day period or at a price and upon terms that are materially less favorable to the Company than those specified in the Issuance Notice, it must again comply with this Section 2.

• 2.4 Pro Rata Share . For purposes of this Section 2, the Pro Rata Share of a Stockholder shall be a fraction, (i) the numerator of which shall be the total number of shares of Common Stock then held by the Stockholder and (ii) the denominator of which shall be the total number of shares of Common Stock then issued and outstanding.

• 2.5 Termination and Assignment . The rights provided to each of the Stockholders under this Section 2 shall terminate upon the earlier to occur of (i) with respect to all of the Stockholders, upon the consummation of an Initial Public Offering, and (ii) with respect to any particular Stockholder, at such time as such Stockholder has Transferred (other than to persons or entities set forth in clauses (i) or (iii) of the definition of Permitted Transferees) a number of shares of Common Stock in excess of 50 percent of the shares of Common Stock in the Company owned by such Stockholder immediately after the Merger. The rights granted under this Section 2 shall not be assignable; provided, however, that a Stockholder may assign its rights under this Section 2 to a Permitted Transferee with respect to shares transferred to such Permitted Transferee.

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3. Transfer of Shares by Investor or Existing Stockholders; Rights of Inclusion

• 3.1 Rights of Inclusion

• • • (a) The Investor agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless each Existing Stockholder is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided , however , that the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Investor or a Permitted Transferee of the Investor of Securities (i) to any Permitted Transferee of the Investor, (ii) to any limited or general partner or employee of FSEP V, (iii) to any partner or member or employee of any Permitted Transferee of the Investor, or (iv) to any member of the immediate family or to any family trust of any Person described in subclause (ii) or (iii) above.

• • • (b) Each of the Existing Stockholders agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities he holds to any Third Party unless the Investor is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by the Investor as is determined in accordance with Subsection 3.3 of this Section 3; provided , however , that the Investor shall have no rights pursuant to this Section 3 with respect to Transfers by the Existing Stockholders to any Permitted Transferee of the Existing Stockholders.

• 3.2 Third-Party Offer

• • • (a) Prior to the consummation of any sale of all or any portion of the shares of Common Stock or other Securities held by the Investor to a Third Party, the Investor shall cause each bona fide offer from such Third Party to purchase such shares from the Investor (a "Third-Party Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (the "Initial Offer Notice") to the Existing Stockholders and any other Persons who are parties to written agreements with the Investor entitling such stockholders to include shares of Common Stock or other Securities in such sale (the Existing Stockholders and such other stockholders, collectively, the "Company Stockholders"). Each Third-Party Offer shall include an offer to purchase shares of Common Stock or other Securities from the Company Stockholders, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the Investor to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the Investor relating thereto). If a Company Stockholder desires to accept the offer contained in the Initial Offer Notice, such Company Stockholder shall furnish written notice to the Investor, within 15 days after its receipt of the Initial Offer Notice, indicating such Stockholder’s irrevocable acceptance of the offer included in the Initial Offer Notice and setting forth the maximum number of Securities such Stockholder agrees to sell to the Third Party (the "Acceptance Notice"). If a Company Stockholder does not furnish an Acceptance Notice to the Investor in accordance with these provisions by the end of such 15-day period, such Company Stockholder shall be deemed to have irrevocably rejected the offer contained in the Initial Offer

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• • • Notice. All Securities set forth in the Acceptance Notices of the Company Stockholders, together with the Securities proposed to be sold by the Investor to the Third Party, are referred to with respect to Investor individually or a single Company Stockholder as the "Individual Offered Shares" and collectively as "All Offered Shares". Within three days after the date on which the Third Party informs the Investor of the total number of Securities which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, the Investor shall send written notice (the "Final Notice") to the participating Company Stockholders setting forth the number of Securities each participating Company Stockholder shall sell to the Third Party as determined in accordance with Subsection 3.3 of this Section 3, which number shall not exceed the maximum number specified by a Company Stockholder in its Acceptance Notice. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Investor to facilitate the sale), the participating Company Stockholders shall furnish to the Investor (i) a written undertaking to deliver, upon the consummation of the sale of Securities to the Third Party as indicated in the Final Notice, the certificates representing the Securities held by each Company Stockholder, which will be transferred pursuant to such Third-Party Offer (such shares shall be referred to herein as the "Included Shares") and (ii) a limited power-of-attorney authorizing the Investor to transfer the Included Shares pursuant to the terms of such Third-Party Offer. Each Company Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties concerning the Company as are made by the Investor in connection with such sale. In any such transaction, the Existing Stockholders and the Company will cooperate with all other Company Stockholders to facilitate the transaction. Notwithstanding the foregoing, the Investor shall have no obligation under this Section 3.2(a) in the event that the Investor is selling all of its Securities in the Company through any form of transaction and is exercising its rights under Section 5.1.

• • • (b) Prior to the consummation of any sale of all or any portion of the shares of Common Stock or other Securities held by an Existing Stockholder to a Third Party, and subject to compliance with its obligations pursuant to Section 5.1 and Section 5.2, the selling Existing Stockholder shall cause each bona fide offer from such Third Party to purchase such shares from the selling Existing Stockholder (a "Third-Party Offer") to be reduced to writing and shall send written notice of such Third-Party Offer (the "Initial Offer Notice") to the Investor and if Investor does not exercise its right to acquire such Securities pursuant to Section 5.2, to the other Stockholders (including the non-selling Existing Stockholders). Each Third-Party Offer shall include an offer to purchase shares of Common Stock or other Securities from the Investor, and the other Stockholders, in the amounts determined in accordance with Subsection 3.3 of this Section 3, at the same time, at the same price and on the same terms as the sale by the selling Existing Stockholder to the Third Party, and according to the terms and conditions of this Agreement. The Initial Offer Notice shall be accompanied by a true copy of the Third-Party Offer (including all material information available to the Existing Stockholders relating thereto). If the Investor desires to accept the offer contained in the Initial Offer Notice, the Investor shall furnish an acceptance notice to that effect (the "Acceptance Notice") to the selling Existing Stockholder within 15 business days after its receipt of the Initial Offer Notice (which the selling Existing Stockholder shall provide concurrently with the Stockholder Notice described in Section 5.2(a)). If the Investor does not furnish an Acceptance Notice to the selling Existing Stockholder in accordance with these provisions by the end of such 15-day period, the Investor

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• • • shall be deemed to have irrevocably rejected the offer contained in the Initial Offer Notice. If the Investor does not furnish the Acceptance Notice described, the selling Existing Stockholder will then transmit the Initial Offer Notice to the other Stockholders in accordance with the provisions specified above. The other Stockholders will then have an opportunity to accept the offer contained in the Initial Offer Notice, within 15 days of their respective receipt of the Initial Offer Notice, on the terms specified herein and therein. All Securities set forth in the Acceptance Notice of the Investor under this Section 3.2(b), together with the Securities proposed to be sold by the other Stockholders, if applicable, to the Third Party are referred to with respect to Investor individually or any other Stockholder individually as the "Individual Offered Shares" and collectively as "All Offered Shares". Within three days after the date on which the Third Party informs the selling Existing Stockholder of the total number of Securities which such Third Party has agreed to purchase in accordance with the terms specified in the Initial Offer Notice, the selling Existing Stockholder shall send written notice (the "Final Notice") to the Investor and the other Stockholders setting forth the number of Securities the Investor and the other Stockholders shall sell to the Third Party as determined in accordance with Subsection 3.3 of this Section 3, which number shall not exceed the maximum number specified by the Investor and the other Stockholders in their respective Acceptance Notices. Within five days after the date of the Final Notice (or such shorter period as may reasonably be requested by the Existing Stockholders to facilitate the sale), the Investor, and the other Stockholders shall furnish to the selling Existing Stockholder (i) a written undertaking to deliver, upon the consummation of the sale of Securities to the Third Party as indicated in the Final Notice, the certificates representing the Securities held by the Investor and the other Stockholders which will be transferred pursuant to such Third-Party Offer (such shares shall be referred to herein as the "Included Shares") and (ii) a limited power-of-attorney authorizing the selling Existing Stockholder to transfer the Included Shares pursuant to the terms of such Third-Party Offer. The Investor and the other Stockholders shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties concerning the Company as are made by the selling Existing Stockholders in connection with such sale. In any such transaction, the Investor, the other Stockholders, and the Company will cooperate to facilitate the transaction.

• 3.3 Allocation of Included Shares . The maximum number of shares of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each other holder of Securities who has rights to participate in sales of Securities by the Investor or the Existing Stockholders pursuant to written agreements by and between the Company and any such holder (the "Other Tag-Along Rights Holders"), in any sale governed by this Section 3 shall be (i) such Person’s Individual Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securiti