SUPPORT AGREEMENTSupport Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores • Delaware
This SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”), and the persons listed on Schedule I hereto (the “Company Stockholder”).
Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. and MATTRESS FIRM HOLDING CORP.Merger Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Mattress Firm Holding Corp., a Delaware corporation (the “Company”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), and Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 8.11.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”), and the person listed on Schedule I hereto (the “Company Stockholder”).
AMENDMENT AGREEMENT dated 10 August 2016 for STEINHOFF EUROPE AG as the Company and J.P. MORGAN EUROPE LIMITED acting as Agent relating to a facilities agreement dated 5 August 2016 Ref: L-241480 Linklaters LLPAmendment Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores
JOINT FILING AGREEMENTJoint Filing Agreement • August 16th, 2016 • Steinhoff International Holdings N.V. • Retail-furniture stores
This Joint Filing Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
