0001193125-07-025306 Sample Contracts

AGREEMENT AND PLAN OF MERGER TO FORM HOLDING COMPANY by and among LESLIE’S POOLMART, INC., LESLIE’S HOLDINGS, INC., and LESLIE’S MERGER SUB, INC. FEBRUARY 7, 2007

Agreement and Plan of Merger • February 9th, 2007 • Leslies Poolmart Inc • Retail-retail stores, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 9th, 2007
• Company
  Leslies Poolmart Inc
• Industry
  Retail-retail stores, nec
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER TO FORM HOLDING COMPANY (this “Agreement”), dated as of February 7, 2007, by and among Leslie’s Poolmart, Inc., a Delaware corporation (“Leslie’s”), Leslie’s Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Leslie’s (“Holdings”), and Leslie’s Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).

AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT

Stockholders Agreement • February 9th, 2007 • Leslies Poolmart Inc • Retail-retail stores, nec • Delaware

• Contract Type
  Stockholders Agreement
• Filed
  February 9th, 2007
• Company
  Leslies Poolmart Inc
• Industry
  Retail-retail stores, nec
• Jurisdiction
  Delaware

This AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of June 15, 2006 by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Company”), GCP California Fund, L.P. (“GCP”), Leslie’s Coinvestment LLC (together with GCP, the “Green Parties”) and certain other stockholders of the Company.

AMENDMENT NO. 3 TO THE STOCKHOLDERS AGREEMENT

The Stockholders Agreement • February 9th, 2007 • Leslies Poolmart Inc • Retail-retail stores, nec • Delaware

• Contract Type
  The Stockholders Agreement
• Filed
  February 9th, 2007
• Company
  Leslies Poolmart Inc
• Industry
  Retail-retail stores, nec
• Jurisdiction
  Delaware

This Amendment No. 3 (this “Amendment”) to the Stockholders Agreement dated as of January 25, 2005, as amended by Amendment No. 1, dated as of October 25, 2005 (“Amendment No. 1”) and by Amendment No. 2, dated as of June 15, 2006 (“Amendment No. 2”) (as amended by Amendment No. 1 and Amendment No. 2, the “Agreement”), by and among Leslie’s Poolmart, Inc., a Delaware corporation (the “Company”), Leslie’s Holdings, Inc. (“Holdings”), GCP California Fund, L.P. (“GCP”), and the stockholders holding a majority of the Registrable Individual Shares (as defined in the Agreement) is entered into as of this 7th day of February, 2007. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.