0000950123-13-010237 Sample Contracts

SECURITY AGREEMENT By SPORTSMAN’S WAREHOUSE, INC., MINNESOTA MERCHANDISING CORP., SPORTSMAN’S WAREHOUSE SOUTHWEST, INC. AND PACIFIC FLYWAY, LLC as Borrowers and SPORTSMAN’S WAREHOUSE HOLDINGS, INC. as Guarantor and WELLS FARGO RETAIL FINANCE, LLC as...
Security Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York

SECURITY AGREEMENT dated as of May 28th, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by: (i) SPORTSMAN’S WAREHOUSE, INC., a Utah corporation, MINNESOTA MERCHANDISING CORP., a Minnesota corporation, SPORTSMAN’S WAREHOUSE SOUTHWEST, INC., a California corporation, and PACIFIC FLYWAY WHOLESALE, LLC, a Delaware limited liability company (each a “Borrower” and collectively, the “Borrowers”); and (ii) SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (the “Guarantor”), as pledgors, assignors and debtors (the Borrower, together with the Guarantor, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, having an office at One Boston Place, 18th Floor, Boston Massachusetts 02108, in its capacity as collateral agent for the Credit Parties (

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ , 20 ] by and between Sportsman’s Warehouse Holdings, Inc., a Utah corporation (the “Corporation”), and [ ] (the “Participant”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York

the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);

July 8, 2013
Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
October 21, 2013
Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of August 20, 2013 among SPORTSMAN’S WAREHOUSE, INC., SPORTSMAN’S WAREHOUSE HOLDINGS, INC., the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG, as Collateral Agent
Guarantee and Collateral Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of November 13, 2012 (this “Agreement”), among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

AGREEMENT
Restricted Stock Purchase Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware

This Agreement (this “Agreement”) is made as of November , 2013, by and between SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (including its successors and assigns, the “Company”) and [ ], an individual (the “Stockholder”).

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