AGREEMENT AND PLAN OF MERGER BY AND AMONG BOOT BARN, INC. RODEO ACQUISITION CORP., SHEPLERS HOLDING CORPORATION, GRYPHON PARTNERS III, L.P. AS GUARANTOR AND THE SELLERS’ REPRESENTATIVE DATED AS OF May 29, 2015Merger Agreement • June 3rd, 2015 • Boot Barn Holdings, Inc. • Retail-shoe stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 29, 2015, by and among Boot Barn, Inc., a Delaware corporation (“Purchaser”), Rodeo Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), Sheplers Holding Corporation, a Delaware corporation (the “Company”) and Gryphon Partners III, L.P., a Delaware limited partnership, individually solely in its capacity as Guarantor (as defined below) for purposes of Section 8.1(a)(i), and otherwise solely in its capacity as the Sellers’ Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article 1.
