Exhibit D GUARANTEE OF STERLING CAPITAL PARTNERS III, L.P.Guarantee • October 5th, 2009 • Select Comfort Corp • Household furniture • Delaware
GUARANTEE, dated as of October 2, 2009 (this “Guarantee”), by Sterling Capital Partners III, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Select Comfort Corporation, a Delaware corporation (the “Company”).
Exhibit A SETTLEMENT, MUTUAL TERMINATION AND GENERAL RELEASESettlement Agreement • October 5th, 2009 • Select Comfort Corp • Household furniture • Delaware
This Settlement, Mutual Termination and General Release (the “Agreement”) is entered into as of October 2, 2009 between Select Comfort Corporation, a Minnesota corporation (“Select Comfort”), on the one hand, and Sterling SC Investor, LLC, a Delaware limited liability company (“Investor”), and Sterling Capital Partners III, L.P., a Delaware limited partnership, on the other (together with Investor, “Sterling”); Select Comfort and Sterling are referred to collectively as the “Parties” and each individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2009 • Select Comfort Corp • Household furniture • Delaware
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2009, by and between Select Comfort Corporation, a Minnesota corporation, with principal offices located at 9800 59th Avenue North, Minneapolis, MN 55442 (the “Company”), and Sterling SC Investor, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
Exhibit C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2009 • Select Comfort Corp • Household furniture • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2009 (the “Effective Date”), by and among Select Comfort Corporation, a Minnesota corporation (the “Company”), and the undersigned buyer (each, a “Buyer” and, collectively, the “Buyers”).
