BOOT BARN HOLDINGS, INC. 6,000,000 Shares of Common Stock Underwriting AgreementBoot Barn Holdings, Inc. • January 19th, 2018 • Retail-shoe stores • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Boot Barn Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of , 2014, by and between Boot Barn Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BOOT BARN HOLDINGS, INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 23rd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Boot Barn Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The outstanding shares of Common Stock of the Company are referred to herein as the “Stock”.
BOOT BARN HOLDINGS, INC. 7,211,813 Shares of Common Stock Underwriting AgreementBoot Barn Holdings, Inc. • May 21st, 2018 • Retail-shoe stores • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Boot Barn Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”) an aggregate of 7,211,813 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
LEASE (SINGLE TENANT) BETWEEN THE IRVINE COMPANY LLC AND BOOT BARN, INC.Lease • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • California
THIS LEASE is made as of the 25th day of June, 2010, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereinafter called “Landlord,” and BOOT BARN, INC., a Delaware corporation, hereafter called “Tenant.”
CREDIT AGREEMENT dated as of February 23, 2015, by and among BOOT BARN HOLDINGS, INC., as Holdings, BOOT BARN, INC., as Borrower, the Lenders from time to time party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • February 23rd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
CREDIT AGREEMENT, dated as of February 23, 2015, by and among BOOT BARN HOLDINGS, INC., a Delaware corporation, as Holdings, BOOT BARN, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders. WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC have each been given the title of joint lead arranger and joint bookrunner in connection with this Agreement. PNC BANK, NATIONAL ASSOCIATION has been given the title of syndication agent in connection with this Agreement.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 9th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into and effective as of September 23, 2013 by and among BOOT BARN, INC., a Delaware corporation (“Borrower”), BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), BASKINS ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“Baskins”), RCC WESTERN STORES, INC., a South Dakota corporation (“RCC” and collectively with Baskins, Parent Holdco, and Borrower, the “Loan Parties” and each a “Loan Party”), PNC BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”), and the Lenders party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • California
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of November 12, 2012 (the “Effective Date”), by and between Boot Barn, Inc., a Delaware corporation (the “Company”), and James G. Conroy (“Executive”). (The Company and Executive are referred to herein as the “parties.”)
GUARANTY AGREEMENT dated as of June 29, 2015 by and among BOOT BARN, INC., as Borrower, BOOT BARN HOLDINGS, INC., and certain Subsidiaries of BOOT BARN HOLDINGS, INC., as Guarantors, in favor of GCI CAPITAL MARKETS LLC, as Administrative AgentGuaranty Agreement • July 2nd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”), dated as of June 29, 2015, is made by BOOT BARN, INC., a Delaware corporation, as Borrower (the “Borrower”), BOOT BARN HOLDINGS, INC., as Holdings (“Holdings”) and certain Subsidiaries of Holdings (the “Subsidiary Guarantors”), in favor of GCI CAPITAL MARKETS LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among BOOT BARN HOLDINGS, INC. AND THE STOCKHOLDERS LISTED HEREINRegistration Rights Agreement • October 9th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [·], by and among Boot Barn Holdings, Inc. (the “Company”) and the stockholders of the Company set forth on Exhibit A attached hereto and the signature pages to this Agreement (the “Stockholders”).
January 2, 2014 Paul Iacono 10401 Santa Elise Cypress, CA 90630 RE: Continued Employment Agreement Dear Paul:Merger Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores
This letter shall confirm the terms of your continued employment with Boot Barn, Inc. (the “Company”). The terms of this agreement shall take effect on January 6, 2014.
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A LENDER AND AS AGENT) AND THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO WITH BOOT BARN, INC. (AS BORROWER) AND BOOT BARN HOLDING CORPORATION,...Joinder Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
This Second Amended and Restated Revolving Credit and Security Agreement, dated as of May 31, 2013, is entered into by and among BOOT BARN, INC., a corporation organized under the laws of the State of Delaware (“Boot Barn” and collectively with each other Person joined as a party to this Agreement as a “Borrower” in accordance with Section 7.12 hereof, and all of their respective permitted successors and assigns, “Borrower”), BOOT BARN HOLDING CORPORATION, a corporation organized under the laws of the State of Delaware (“Parent Holdco”), the financial institutions which are now or which hereafter become a party hereto (collectively, “Lenders” and individually, a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, “Agent”), with reference to the following facts:
FORM OF BOOT BARN HOLDINGS, INC. CEO RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • August 5th, 2021 • Boot Barn Holdings, Inc. • Retail-shoe stores
THIS AGREEMENT is dated as of [___], between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below ( “Participant”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of April 15, 2014, is entered into by and among BOOT BARN, INC., a Delaware corporation (“Borrower”), BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the sole Lender on the date hereof, and PNC in its capacity as agent for the Lenders (in such capacity, “Agent”), with reference to the following facts (terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below):
AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT GOLUB CAPITAL LLC (AS AGENT) WITH BOOT BARN, INC. (AS BORROWER), BOOT BARN HOLDING CORPORATION (AS PARENT HOLDCO), AND THE LENDERS PARTY HERETO FROM TIME TO TIME (AS LENDERS) April 15, 2014 GOLUB...Credit Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
This Amended and Restated Term Loan and Security Agreement, dated as of April 15, 2014, is entered into by and among BOOT BARN, INC., a corporation organized under the laws of the State of Delaware (“Boot Barn” and collectively with each other Person joined as a party to this Agreement as a “Borrower” in accordance with Section 7.12 hereof, and all of their respective permitted successors and assigns, “Borrower”), BOOT BARN HOLDING CORPORATION, a corporation organized under the laws of the State of Delaware (“Parent Holdco”), the financial institutions which are now or which hereafter become a party hereto (collectively, “Lenders” and individually, a “Lender”) and GOLUB CAPITAL LLC, as agent (in such capacity, “Agent”) for Lenders and as sole bookrunner, with reference to the following facts:
May 22, 2019 Mike Love RE: Employment Agreement Dear Mike:Employment Agreement • May 24th, 2019 • Boot Barn Holdings, Inc. • Retail-shoe stores
This letter agreement (this “Agreement”) shall confirm the terms of your employment promotion with Boot Barn, Inc. (the “Company”), which became effective on or around June 12, 2018 (the “Start Date”).
BOOT BARN HOLDINGS, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 20th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores
THIS AGREEMENT is dated as of [·], 2014, between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below (the “Recipient”).
FORM OF BOOT BARN HOLDINGS, INC. PERFORMANCE UNIT ISSUANCE AGREEMENTPerformance Unit Issuance Agreement • August 5th, 2021 • Boot Barn Holdings, Inc. • Retail-shoe stores
THIS AGREEMENT is dated as of [___], between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below ( “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on the date executed below, by and between Boot Barn, Inc., (the “Company”), and Laurie Grijalva (“Executive”) and is deemed effective on, May 11, 2014 (the “Effective Date”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 2nd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by SHEPLERS, INC., a Kansas corporation (“Grantor”), in favor of GCI Capital Markets LLC, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
Carrier AgreementCarrier Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores
This Agreement (“Agreement”) is made and entered into by and between Boot Barn (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).
October 26, 2021 James Watkins 15345 Barranca Parkway Irvine, CA 92618 RE: Employment Agreement Dear Jim:Letter Agreement • October 27th, 2021 • Boot Barn Holdings, Inc. • Retail-shoe stores • California
This letter agreement (this “Agreement”) shall confirm the terms of your continued employment with Boot Barn, Inc. (the “Company”), effective as of November 1, 2021 (“Effective Date”).
BOOT BARN HOLDINGS, INC. MARKET-BASED STOCK OPTION AGREEMENTMarket-Based Stock Option Agreement • August 2nd, 2019 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
THIS AGREEMENT dated as of May 20, 2019 between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in Section 1 below (the “Optionee”).
NOTICE OF AND CONSENT TO TEMPORARY SALARY ADJUSTMENTBoot Barn Holdings, Inc. • April 9th, 2020 • Retail-shoe stores
This Notice of and Consent to Temporary Salary Adjustment (this “Notice and Consent”) is made as of April 7, 2020 (the “Effective Date”) between Boot Barn Holdings, Inc., (together with its subsidiaries, “Boot Barn”) and James G. Conroy (“Executive”).
January 8, 2015 Greg Hackman 12026 NW 78th Place Parkland, FL 33076 RE: Employment Agreement Dear Greg:Letter Agreement • January 9th, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores
This letter agreement (this “Agreement”) shall confirm the terms of your employment with Boot Barn, Inc. (the “Company”) to be effective on your start date of January 26, 2015 (“Effective Date”).
Carrier AgreementCarrier Agreement • October 9th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores
This Agreement (“Agreement”) is made and entered into by and between Boot Barn (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).
BOOT BARN HOLDINGS, INC. STOCK OPTION AGREEMENTEquity Incentive Plan • August 2nd, 2019 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
THIS AGREEMENT dated as of [_________] between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in Section 1 below (the “Optionee”).
NSB SOFTWARE AS A SERVICE MASTER AGREEMENTService Master Agreement • September 29th, 2014 • Boot Barn Holdings, Inc. • Retail-shoe stores • California
WHEREAS, Client wishes to procure from NSB and NSB wishes to provide to Client NSB’s Connected Retailer® Software in the form of Software as a Service (“SaaS”); and
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • June 12th, 2019 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 6, 2019 (this “Amendment No. 3”), is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Administrative Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”), SHEPLERS, INC., as Kansas corporation (“Sheplers” and together with Boot Barn, each individually, a “Borrower” and, collectively, “Borrowers”), BOOT BARN HOLDINGS, INC., a Delaware corporation (“Holdings”) and SHEPLERS HOLDING CORPORATION, a Delaware corporation (“Sheplers Holding”, and together with Holdings, each individually, a “Guarantor” and, collectively, “Guarantors”).
BOOT BARN HOLDINGS, INC. FORM OF RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • August 4th, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores
THIS AGREEMENT is dated as of [ ], between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below (the “Participant”).
COLLATERAL AGREEMENT dated as of February 23, 2015 by and among BOOT BARN HOLDINGS, INC., BOOT BARN, INC. and certain of its Subsidiaries, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,Collateral Agreement • February 23rd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of February 23, 2015, by and among BOOT BARN HOLDINGS, INC. (“Holdings”), BOOT BARN, INC., a Delaware corporation (the “Borrower”), any Additional Grantor (as defined below) who may become party to this Agreement (such Additional Grantors, collectively, with Holdings and the Borrower, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement identified below).
BOOT BARN HOLDINGS, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • January 9th, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
THIS AGREEMENT dated as of January [·], 2015 between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in Section 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).
FORM OF BOOT BARN HOLDINGS, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • August 5th, 2021 • Boot Barn Holdings, Inc. • Retail-shoe stores
THIS AGREEMENT is dated as of [___], between Boot Barn Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in the table below ( “Participant”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 2nd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by BOOT BARN, INC., a Delaware corporation (“Grantor”), in favor of GCI Capital Markets LLC, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO COLLATERAL AGREEMENTCollateral Agreement • July 14th, 2022 • Boot Barn Holdings, Inc. • Retail-shoe stores • New York
CREDIT AGREEMENT, dated as of June 29, 2015, by and among BOOT BARN HOLDINGS, INC., a Delaware corporation (“Holdings”), SHEPLERS HOLDING LLC, a Delaware limited liability company, formerly known as Sheplers Holding Corporation, a Delaware Corporation (“Sheplers Holding”, and together with Holdings and any other Person that at any time becomes a party hereto as a guarantor, each individually a “Guarantor” and collectively, jointly and severally, the “Guarantors”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”), and SHEPLERS, LLC, a Kansas limited liability company, formerly known as Sheplers, Inc., a Kansas corporation (“Sheplers” and together with Boot Barn and any other Person that at any time becomes a party hereto as a borrower, each individually a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof as lender
