0001104659-16-137926 Sample Contracts

SUPPORT AGREEMENT

Support Agreement • August 8th, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware

• Contract Type
  Support Agreement
• Filed
  August 8th, 2016
• Company
  Mattress Firm Holding Corp.
• Industry
  Retail-furniture stores
• Jurisdiction
  Delaware

This SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”), and the persons listed on Schedule I hereto (the “Company Stockholder”).

Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. and MATTRESS FIRM HOLDING CORP.

Merger Agreement • August 8th, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 8th, 2016
• Company
  Mattress Firm Holding Corp.
• Industry
  Retail-furniture stores
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Mattress Firm Holding Corp., a Delaware corporation (the “Company”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), and Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 8.11.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • August 8th, 2016 • Mattress Firm Holding Corp. • Retail-furniture stores • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  August 8th, 2016
• Company
  Mattress Firm Holding Corp.
• Industry
  Retail-furniture stores
• Jurisdiction
  Delaware

This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of HoldCo (“Merger Sub”), and the person listed on Schedule I hereto (the “Company Stockholder”).