FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 3, 2016, by and among Mattress Firm, Inc., a Delaware corporation (the “Buyer”), HMK Mattress Holdings LLC, a Delaware limited liability company (the “Company”), CCP IV Holdings, LLC, a Delaware limited liability company (“CCP IV Blocker”), CXV Holdings, LLC, a Delaware limited liability company (“CXV Blocker”), and CCP IV SBS Holdings, LLC, a Delaware limited liability company (“CCP IV SBS Blocker,” and collectively with CCP IV Blocker and CXV Blocker, the “Blockers”), David Acker, solely in his capacity as a representative of the Sellers, Calera Capital Partners IV, L.P., a Delaware limited partnership and solely in its capacity as a representative of the Sellers (together with David Acker (in his capacity as a representative of the Sellers), the “Sellers Representative”), Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank
JOINDER TO CONTRIBUTION AGREEMENTJoinder to Contribution Agreement • February 3rd, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores
JOINDER TO CONTRIBUTION AGREEMENT (this “Joinder”), effective as of February 3, 2016, is made by and among Mattress Firm Holding Corp., a Delaware corporation (“Parent”), Mattress Firm, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”), Adam Blank (“Original Contributor”), Adam Blank, as trustee of the Adam Blank 2012 GRAT (the “GRAT Trust”), and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust (together with the GRAT Trust, the “Additional Contributors”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Contribution Agreement hereinafter referenced.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 3rd, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 3, 2016, by and among Mattress Firm Holding Corp., a Delaware corporation (“Parent”), Winter Street Opportunities Fund, L.P., a Delaware limited partnership (“Winter Street”), JWC Fund III Coinvest, LLC, a Delaware limited liability company (“JWC”), and R. Stephen Stagner, an individual residing in the State of Texas (“Stagner”, and together with Winter Street and JWC, “Buyers”, and each, a “Buyer”).
