· shares] MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $[·] Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores • New York
BARCLAYS CAPITAL INC. UBS SECURITIES LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of September 14, 2011 by and between James R. Black (the “Executive”), Mattress Firm Holding Corp., a Delaware corporation (“MFHC”) and Mattress Holding Corp., a Delaware corporation (“MHC”) (MFHC and MHC are referred to herein collectively, as the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores
This Indemnification Agreement (“Agreement”) is made and entered into as of this [·] day of [·], 2011, by and among Mattress Firm Holding Corp. (the “Company”), a Delaware corporation and [·] (the “Indemnitee”).
MATTRESS FIRM HOLDING CORP. REGISTRATION RIGHTS AGREEMENT Dated as of [ ], 2011Registration Rights Agreement • September 28th, 2011 • Mattress Firm Holding Corp. • Retail-furniture stores • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of the [•] day of [•], 2011 by and among (i) Mattress Firm Holding Corp., a Delaware corporation (together with its successors and assigns, the “Company”), (ii) the parent of the Company, Mattress Holdings, LLC (the “Parent”) and (iii) the equity holders of the Parent listed on Schedule A hereto (the “Equity Holders” and after such Equity Holders receive shares of Common Stock in the Company in the Distribution, the “Stockholders”).
