UNDERWRITING AGREEMENT THE CONTAINER STORE GROUP, INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
VOTING AGREEMENTVoting Agreement • October 21st, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS VOTING AGREEMENT, dated as of [ ], 2013, is entered into by and among (i) the individuals listed on Schedule 1 attached hereto (collectively, the “Management Stockholders”) and (ii) the entities listed on Schedule 2 attached hereto (collectively, the “LGP Stockholders” and, together with the Management Stockholders, the “Principal Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 21st, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Amended and Restated Stockholders Agreement (this “Agreement”), is entered into as of [ ], 2013, by and among The Container Store Group, Inc., formerly known as TCS Holdings, Inc. (the “Company”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side”), TCS Co-Invest, LLC, a Delaware limited liability company (“LLC”, and together with GEI, GEI Side and any transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, each, a “GEI Party” and together, the “GEI Parties”), the persons set forth on Schedule A attached hereto (the “Select Roll-Over Investors”), any employees of the Company and/or any subsidiary of the Company (each, an “Employee Holder” and together, the “Employee Holders”) who were parties to the Original Agreement (as defined below) or shall be granted options to acquire shares of the common stock of the Company, par value $0.01
