2,185,130 Shares MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2014 • Mattress Firm Holding Corp. • Retail-furniture stores • New York
Certain stockholders of Mattress Firm Holding Corp., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 2,185,130 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the Underwriter options to purchase up to an aggregate of 327,769 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriter.
