TRADEMARK SECURITY AGREEMENT

Exhibit 10.5

TRADEMARK SECURITY AGREEMENT

This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by BOOT BARN, INC., a Delaware corporation (“Grantor”), in favor of GCI Capital Markets LLC, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

W I T N E S S E T H

WHEREAS, pursuant to that certain Credit Agreement, dated as of June 29, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Boot Barn, Inc., Delaware corporation (“Borrower”), Boot Barn Holdings, Inc., a Delaware corporation (“Holdings”), the financial institutions which are now or which hereafter become party thereto (the “Lenders”) and Administrative Agent, the Lenders have severally agreed to make financial accommodations to the Borrower subject to the conditions set forth therein;

WHEREAS, each Grantor (other than the Borrower) has agreed, pursuant to a Guaranty Agreement, dated even date herewith in favor of the Administrative Agent (the “Guaranty Agreement”), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and

WHEREAS, pursuant to the Credit Agreement, the Guaranty and that certain Collateral Agreement, dated as of even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), by and between the Grantors and the Administrative Agent, the Grantors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

1. Defined Terms.  Capitalized terms used herein without definition are used as defined in the Collateral Agreement or, if not defined therein, in the Credit Agreement.

2. Grant of Security Interest in Trademark Collateral.  Each Grantor, as collateral security for the prompt payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, hereby assigns, pledges and grants to the Administrative Agent for the benefit of the Lenders, and grants to the Administrative Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and a Lien on all of its right, title and interest in, to and under the following Collateral of such Grantor (the Trademark Collateral”):

a. all of its Trademarks and Trademark Licenses, including, without limitation, those referred to on Schedule 1 hereto;

b. all renewals and extensions of the foregoing;

c. all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

d. all income, royalties and proceeds at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to xxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

3. Credit Agreement and Collateral Agreement.  The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Credit Agreement and the Collateral Agreement, and each Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Credit Agreement and the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein; provided, however that in no event shall the Trademark Collateral include any property or asset of Grantor which is excluded from Collateral pursuant to Section 2.1 of the Collateral Agreement.

4. Grantor Remains Liable.  Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their Trademarks and Trademark Licenses subject to a security interest hereunder.

5. Counterparts.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.

6. Governing Law.  This Trademark Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTOR:	BOOT BARN, INC., a Delaware corporation
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Financial Officer and Secretary

Trademark Security Agreement

ACCEPTED AND	GCI CAPITAL MARKETS LLC,
ACKNOWLEDGED BY:	as Administrative Agent
	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Managing Director

Trademark Security Agreement

SCHEDULE I

TRADEMARK REGISTRATIONS/APPLICATIONS

Xxxx		Registration number		Application number		Current Owner
BOOT BARN		2,307,397		75/579,578		Boot Barn, Inc.
		3,696,624		77/467,382		Boot Barn, Inc.
WESTERN WAREHOUSE		1,197,321		73,229,113		Boot Barn, Inc.
WESTERN WAREHOUSE		1,786,004		74/334,293		Boot Barn, Inc.
CORRAL WEST		3,135,148		78/569,082		Boot Barn, Inc.
CORRAL WEST RANCHWEAR		3,135,156		78/569,628		Boot Barn, Inc.
XXXX XXXXX		1,818,497		74/209,357		Boot Barn, Inc.
JOB SITE		2,193,695		75/346,364		Boot Barn, Inc.
AMERICAN WORKER HEAD TO TOE WORK WEAR		3,941,630		77/891,409		Boot Barn, Inc.
SHYANNE		3,615,901		77/584,307		Boot Barn, Inc.
STINKY BOOT		4247245		85/465,810		Boot Barn, Inc.
		N/A		85722240		Boot Barn, Inc.

Xxxx		Registration number		Application number		Current Owner
		N/A		85718520		Boot Barn, Inc.
RCC WESTERN STORES		3,676,190		77673023		Boot Barn, Inc.
		3,685,540		77673019		Boot Barn, Inc.
		4,164,753		85506201		Boot Barn, Inc.
RCC WESTERN WEAR		4,164,271		85457801		Boot Barn, Inc.
Xxxxxxx		4256229		85446448		Boot Barn, Inc.
		4157456		85446755		Boot Barn, Inc.
Diamond B		3541365		77293760		Boot Barn, Inc.
		3457163		77294779		Boot Barn, Inc.
Outfitting Texans Since 0000		0000000		85446958		Boot Barn, Inc.
The Official Western Store of Texas		4326046		85446863		Boot Barn, Inc.

Xxxx		Registration number		Application number		Current Owner
BB RANCH		4666995		86292745		Boot Barn, Inc.
SHYANNE		4659704		86324810		Boot Barn, Inc.
MOONSHINE SPIRIT BY XXXX XXXXXXX				86376463		Boot Barn, Inc.
MOONSHINE SPIRIT				86327572		Boot Barn, Inc.
B				86279959		Boot Barn, Inc.
				86296606		Boot Barn, Inc.