Mattress Firm Group Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 8th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • Delaware

This Indemnification Agreement is effective as of [______], 2021 (this “Agreement”) and is between Mattress Firm Group Inc., a Delaware corporation (the “Company”), and the undersigned director of the Company (the “Indemnitee”).

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ABL CREDIT AGREEMENT Dated as of September 24, 2021 among MATTRESS FIRM, INC., as Borrower, MATTRESS HOLDING CORP., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC GOLDMAN SACHS BANK USA and TRUIST...
Abl Credit Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • New York

This ABL CREDIT AGREEMENT is entered into as of September 24, 2021, among MATTRESS FIRM, INC., a Delaware corporation (the “Borrower”), Mattress Holding Corp., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), and each Lender from time to time party hereto.

CREDIT AGREEMENT Dated as of September 24, 2021 among MATTRESS FIRM, INC., as Borrower, MATTRESS HOLDING CORP., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC GOLDMAN SACHS BANK USA and JEFFERIES...
Credit Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • New York

This CREDIT AGREEMENT is entered into as of September 24, 2021, among MATTRESS FIRM, INC., a Delaware corporation (the “Borrower”), Mattress Holding Corp., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders, and each Lender from time to time party hereto.

Master Retailer Agreement
Master Retailer Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • New York

This Master Retailer Agreement (this “Agreement”) is made effective as of January 1, 2017 (the “Effective Date”), by and between Serta Simmons Bedding, LLC, a Delaware limited liability company (“Vendor”), and Mattress Firm, Inc., a Delaware corporation (“Mattress Firm” and, together with its operating subsidiaries, “Retailer”).

First Amendment to the Umbrella Agreement
Umbrella Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores

This First Amendment to the Umbrella Agreement (this “Amendment”) is made and entered into as of October 1st, 2020 and is retroactively effective as of June 17, 2019, by and between Tempur-Pedic North America, LLC (“Tempur-Pedic”), and Sealy Mattress Manufacturing Company, LLC (on behalf of itself and Sealy Mattress Company of New Jersey, Inc.) (“Sealy”) (collectively, “Companies” or “Sponsor”), and Mattress Firm, Inc. (“MF” or “Authorized Retailer”).

AMENDMENT TO NOTICE AND award AGREEMENT
Notice and Award Agreement • February 8th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores

THIS AMENDMENT (the “Amendment”) is entered into as of December ____, 2021 (the “Effective Date”) by and among Mattress Firm Group Inc. (f/k/a Stripes US Holding, Inc.) (the “Company”) and [NAME] (the “Holder”).

UMBRELLA AGREEMENT
Umbrella Agreement • November 24th, 2021 • Mattress Firm Group Inc. • Retail-furniture stores
RESTRICTED STOCK UNIT AGREEMENT MATTRESS FIRM GROUP INC.
Restricted Stock Unit Agreement • February 8th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • Delaware

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and the Mattress Firm Group Inc. 2022 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), the Company and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

Second Amendment to the Umbrella Agreement
Umbrella Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores

This Second Amendment to the Umbrella Agreement (this “Amendment”) is made and entered into as of August 13, 2021 by and between Tempur-Pedic North America, LLC (“Tempur-Pedic”), and Sealy Mattress Manufacturing Company, LLC (on behalf of itself and Sealy Mattress Company of New Jersey, Inc.) (“Sealy”) (collectively, “Companies” or “Sponsor”), and Mattress Firm, Inc. (“MF” or “Authorized Retailer”).

STRIPES US HOLDING, INC. STOCK OPTION AGREEMENT GRANT NOTICE
Stock Option Agreement • February 8th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • Delaware

Stripes US Holding, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the participant set forth below (“Participant”), a Nonqualified Stock Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Nonqualified Stock Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.

SECOND AMENDMENT TO NOTICE AND award AGREEMENT
Notice and Award Agreement • February 8th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores

THIS SECOND AMENDMENT (the “Amendment”) is entered into as of December ____, 2021 (the “Effective Date”) by and among Mattress Firm Group Inc. (f/k/a Stripes US Holding, Inc.) (the “Company”) and [NAME] (the “Holder”).

UMBRELLA AGREEMENT
Umbrella Agreement • January 7th, 2022 • Mattress Firm Group Inc. • Retail-furniture stores • New York
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