0001047469-15-007527 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York

EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of January 25, 2013 (the “Effective Date”), by and between Garden Ridge Corporation, a Delaware corporation (the “Company”) and Judd Nystrom (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and solely for the purposes of Section 2.3 herein, GRD Holding I Corporation, a Delaware corporation (“Holding”).

GRD HOLDING I CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores

THIS AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York

WHEREAS, the Borrowers, the Lenders, and the Agent, among others, have entered into a certain Credit Agreement dated as of October 5, 2011 (the “Credit Agreement”); and

GRD Holding I Corporation c/o AEA Investors LP
At Home Group Inc. • September 25th, 2015 • Retail-home furniture, furnishings & equipment stores • New York

This letter agreement will be governed by the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State. This letter may be executed in counterparts, including by .pdf or fax.

ASSUMPTION AND RATIFICATION AGREEMENT
Assumption and Ratification Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York

Reference is made to that certain Credit Agreement dated as of October 5, 2011, as amended by First Amendment to Credit Agreement dated as of May 9, 2012, Second Amendment to Credit Agreement dated as of May 23, 2013 and by Third Amendment to Credit Agreement dated as of July 28, 2014 (as the same may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among, among others, the Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Agent. All capitalized terms used herein, and not otherwise defined, shall have the same meaning herein as in the Credit Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York

EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of November 15, 2012 by and between Garden Ridge Corporation, a Delaware corporation (the “Company”) and Lewis Bird (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and solely for the purposes of Sections 1.2, 2.3, 3.1(b) and 8.2 herein, GRD Holding I Corporation, a Delaware corporation (“Holding”).

GRD HOLDING I CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores

THIS AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”), effective as of the Vesting Start Date set forth on the signature page hereto, is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

GRD HOLDING I CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores

THIS AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”), effective as of the Vesting Start Date set forth on the signature page hereto, is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

SECOND LIEN CREDIT AGREEMENT Dated as of June 5, 2015
Assignment and Assumption • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores • New York
GRD HOLDING I CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 25th, 2015 • At Home Group Inc. • Retail-home furniture, furnishings & equipment stores

THIS AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”), effective as of the Vesting Start Date set forth on the signature page hereto, is between GRD Holding I Corporation, a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

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