AGREEMENT AND PLAN OF MERGER by and among TEMPUR SEALY INTERNATIONAL, INC., LIMA HOLDINGS CORPORATION, LIMA DEAL CORPORATION LLC, MATTRESS FIRM GROUP INC. and STEENBOK NEWCO 9 LIMITED, solely in its capacity as Stockholder Representative Dated as of...Merger Agreement • May 11th, 2023 • Tempur Sealy International, Inc. • Household furniture • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2023 is made by and among Tempur Sealy International, Inc., a Delaware corporation (“Parent”), Lima Holdings Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Lima Deal Corporation LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub 2”), Mattress Firm Group Inc., a Delaware corporation (the “Company”), and Steenbok Newco 9 Limited, a private limited company incorporated in England and Wales (the “Stockholder Representative”), solely in its capacity as the Stockholder Representative. Parent, Merger Sub, Merger Sub 2, the Stockholder Representative (solely in its capacity as the Stockholder Representative) and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 11th, 2023 • Tempur Sealy International, Inc. • Household furniture • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of May 9, 2023 (this “Agreement”), is made by and among Tempur Sealy International, Inc., a Delaware corporation (“Parent”), Steenbok Newco 2A Limited, a private limited company incorporated under the laws of England and Wales (“Newco 2A”), Steenbok Newco 3 Limited, a private limited company incorporated under the laws of England and Wales (“Newco 3”), and Steenbok Newco 9 Limited, a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of Newco 3 (the “Stockholder”). Parent, Newco 2A, Newco 3 and the Stockholder are each sometimes referred to as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 11th, 2023 • Tempur Sealy International, Inc. • Household furniture • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of May 9, 2023 (this “Agreement”), is made by and among Tempur Sealy International, Inc., a Delaware corporation (“Parent”), and each of the Persons set forth on Schedule 1 hereto (each, a “Stockholder,” and together, the “Stockholders”). Parent and each Stockholder are each sometimes referred to as a “Party” and collectively, with Parent on the one hand, and each Stockholder, as applicable, on the other hand, as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • May 11th, 2023 • Tempur Sealy International, Inc. • Household furniture • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2023, by and between the undersigned (the “Holder”) and Tempur Sealy International, Inc., a Delaware corporation (“Parent”).
