MFRM Mattress Firm Holding Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2016

MATTRESS FIRM HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (713) 923-1090

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                   Entry into a Material Definitive Agreement.

On February 3, 2016, Mattress Firm, Inc., a Delaware corporation (“MFI”) and wholly owned indirect subsidiary of Mattress Firm Holding Corp., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the securities purchase agreement dated November 25, 2015 (the “Purchase Agreement”) to acquire all of the outstanding equity interests in HMK Mattress Holdings LLC (“Sleepy’s”), the leading East Coast based bedding specialty retailer, for an aggregate purchase price of $780 million, subject to working capital and other customary purchase price adjustments.  The Amendment, among other things, (a) joins two trusts to the Purchase Agreement as sellers of equity interests, (b) extends the closing date from February 3, 2016 to February 5, 2016, (c) provides that $30 million of the cash consideration payable to the entities associated with Calera Capital Partners IV, L.P. will be paid in the form of shares of common stock, par value $0.01 per share, of the Company, calculated using a price per share of $35.75, and (d) provides registration rights to the entities associated with Calera Capital Partners IV, L.P.  The Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

On February 3, 2016, MFI, the Company, Adam Blank, individually and in his capacity as trustee of the Adam Blank 2012 GRAT (the “GRAT Trust”), and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust (together with the GRAT Trust, the “Additional Contributors”), entered into a joinder agreement (the “Joinder”), which amends the contribution agreement dated November 25, 2015 (the “Contribution Agreement”).  The Joinder, among other things, joins the Additional Contributors as parties to the Contribution Agreement, and revises the price per share used to calculate the number of shares of common stock of the Company received in exchange for the contributed equity interests from $43.36 to $35.75.  The Joinder is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On February 3, 2016, Mattress Firm Holding Corp., a Delaware corporation (the “Company”), entered into a share purchase agreement (the “Share Purchase Agreement”) with Winter Street Opportunities Fund, L.P., JWC Fund III Coinvest, LLC and R. Stephen Stagner (collectively, the “Purchasers”), pursuant to which the Purchasers have agreed to purchase from the Company an aggregate of 699,300 shares of common stock of the Company at a price per share equal to $35.75. Mr. Stagner is the chief executive officer of the Company, and Winter Street Opportunities Fund, L.P., an existing shareholder of the Company, and JWC Fund III Coinvest, LLC are affiliates with J.W. Childs Associates, L.P., which indirectly holds approximately 36.1% of the Company’s issued and outstanding shares of common stock.  The purchase of the shares of common stock pursuant to the Share Purchase Agreement is conditioned upon the closing of the acquisition of Sleepy’s contemplated in the Purchase Agreement described above.  The Share Purchase Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02                   Unregistered Sales of Equity Securities.

On February 3, 2016, the Company agreed to issue an aggregate of 1,762,236 shares of common stock of the Company pursuant to the Amendment, the Joinder and the Share Purchase Agreement described under Item 1.01 above.  Such descriptions are incorporated by reference into this Item 3.02.  The Company expects to complete the issuance of the shares of common stock, which issuance will be equivalent to approximately 4.9% of the currently issued and outstanding shares of common stock, on February 5, 2016.  The Company will receive cash in exchange for 699,300 shares and the remaining 1,062,936 shares will be issued as partial purchase price consideration in exchange for equity interests in Sleepy’s.  The Board of Directors of the Company approved the issuance after the close of trading on February 2, 2016 at a price per share of $35.75.  The issuance of the shares is exempt from registration pursuant to Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended.  The Purchasers, the Additional Contributors and the entities associated with Calera Capital Partners IV, L.P. are accredited investors and no public offering was conducted.

Item 7.01                   Regulation FD Disclosure.

On February 3, 2016, MFI entered into the Amendment, the Joinder and the Share Purchase Agreement, in each case, as more fully described above in the disclosure under Item 1.01 above, which description is incorporated by reference into this Item 7.01.

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The Amendment, among other things, provides that $30 million of the cash consideration payable to the entities associated with Calera Capital Partners IV, L.P. will be paid in the form of shares of common stock, par value $0.01 per share, of the Company, calculated using a price per share of $35.75.  The Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The Joinder, among other things, revises the price per share used to calculate the number of shares of common stock of the Company received in exchange for the contributed equity interests from $43.36 to $35.75.  The Joinder is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Pursuant to the Share Purchase Agreement, certain affiliates of the Company have agreed to purchase from the Company an aggregate of 699,300 shares of common stock of the Company at a price per share equal to $35.75.  The Share Purchase Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

The Company now expects to fund the cash requirements of the closing of the acquisition with cash on hand, equity proceeds from the issuance of common stock of the Company to the Purchasers, and proceeds from the issuance of senior secured debt.

In aggregate, the Company will be issuing $63 million of new equity at a price of $35.75 per share, which represents an approximately 1.9% premium to the closing price on February 2, 2016. The closing of the acquisition of Sleepy’s and the related financing transactions is now expected to occur on February 5, 2016.

As a result of these changes and the anticipated terms of the senior secured debt issuance, the Company now expects the transaction to be mid-single digit dilutive in the Company’s 2016 fiscal year ending January 31, 2017.  The Company further anticipates the transaction to become accretive in the second year following the closing and to increase to high-single digit accretion by the third year after the closing. The Company intends to provide fiscal 2016 guidance for the combined company when it releases fourth quarter and full year fiscal 2015 earnings in late March 2016.

Item 9.01                   Financial Statements and Exhibits.

(d)         Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Index to Exhibits

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Exhibit 4.1

FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 3, 2016, by and among Mattress Firm, Inc., a Delaware corporation (the “Buyer”), HMK Mattress Holdings LLC, a Delaware limited liability company (the “Company”), CCP IV Holdings, LLC, a Delaware limited liability company (“CCP IV Blocker”), CXV Holdings, LLC, a Delaware limited liability company (“CXV Blocker”), and CCP IV SBS Holdings, LLC, a Delaware limited liability company (“CCP IV SBS Blocker,” and collectively with CCP IV Blocker and CXV Blocker, the “Blockers”), David Acker, solely in his capacity as a representative of the Sellers, Calera Capital Partners IV, L.P., a Delaware limited partnership and solely in its capacity as a representative of the Sellers (together with David Acker (in his capacity as a representative of the Sellers), the “Sellers Representative”), Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust.  Each of the parties to this Amendment is referred to individually as a “Party” and collectively as the “Parties”.  Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Securities Purchase Agreement, dated November 25, 2015, by and between the Parties and the equityholders of the Company and the Blockers listed on the signature pages thereto (as amended, the “Purchase Agreement”).

WITNESSETH:

A.                                    The Parties have entered into the Purchase Agreement, which sets forth the Parties’ rights and obligations;

B.                                    Pursuant to Section 10.22(a)(v) of the Purchase Agreement, each Seller has appointed the Sellers Representative to act as such Seller’s representative, agent, proxy and attorney-in-fact to execute and deliver any consent, amendment or waiver to the Purchase Agreement without first obtaining the prior approval of any of the Sellers; and

C.                                    The Parties desire to amend the Purchase Agreement with respect to certain closing cash payment methods, as more fully described below.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Amendment as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
AMENDMENTS

1.1                         The third recital in the Purchase Agreement is amended and restated in its entirety to read as follows:

“WHEREAS, concurrently with the execution and delivery of this Agreement, Adam Blank has executed and delivered to the Buyer a contribution agreement, dated as

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of the date hereof, by and among Adam Blank, Mattress Firm Holding Corp, a Delaware corporation (“MFRM”) and the Buyer and/or its Affiliates, which will be joined at, or prior to, the Closing by Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust (together with the schedules and exhibits attached thereto and the joinder, the “Contribution Agreement”), pursuant to which Adam Blank, individually, Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust, will, at, or immediately prior to, the Closing, contribute certain of their respective Company Units to the Buyer (the “Contributed Units”) in exchange for shares of common stock of MFRM, subject to the terms and conditions set forth in the Contribution Agreement;”

1.2                         Section 1.2 of the Purchase Agreement is amended and restated in its entirety to read as follows:

“Closing. The consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, 10166, either on February 5, 2016 or at such other place or at such other time or on such other date as the parties hereto mutually may agree in writing.  The day on which the Closing actually takes place is referred to as the “Closing Date.”“

1.3                         Section 1.3(a) of the Purchase Agreement is amended and restated in its entirety to read as follows:

“Closing Cash Payment.  At the Closing, the Buyer shall deliver to the Sellers, in the aggregate, an amount in cash equal to the Estimated Net Purchase Price; provided, that (i) an amount of cash equal to no less than $8,000,000 and no more than $10,000,000, which amount would otherwise be payable to Adam Blank, individually, Adam Blank, as trustee of the Adam Blank 2012 GRAT, and/or Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust, pursuant this Section 1.3, in each case in the sole discretion of that Seller, shall instead be paid in shares of common stock of MFRM pursuant to the Contribution Agreement and (ii) the Estimated Net Purchase Price Per Seller payable to the Blocker Unit Sellers pursuant to this Section 1.3, shall be paid in accordance with Section 1.3(d).  Subject to the immediately preceding sentence, the Buyer shall pay to each Seller an amount equal to such Seller’s Estimated Net Purchase Price Per Seller, as calculated and determined by the Sellers Representative, such payment to be made by wire transfer of immediately available funds to such Seller’s account that has been specified in writing by the Sellers Representative not later than two (2) Business Days prior to the Closing.  Each Seller hereby agrees that the Buyer shall have no responsibility for the calculation of the Estimated Net Purchase Price Per Seller to the appropriate Seller under this Section 1.3(a), the Buyer’s sole responsibility with respect to payments under this Section 1.3(a) being to make payments in such amounts and to such accounts as are specified in writing by the Sellers Representative.  For the avoidance of doubt, only Profits Units that are Eligible Profits Units shall be entitled to any payment hereunder and each Seller holding any Profits Units agrees that any Profits Units that have not vested prior to the Closing

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and do not vest in connection with the Closing in accordance with the terms of the grant agreement(s) applicable to such Profits Units shall be forfeited as of the Closing.”

1.4                               Section 1.3(c) of the Purchase Agreement is amended and restated in its entirety to read as follows:

“At least three (3) Business Days prior to the anticipated Closing Date, Adam Blank, individually, Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust, collectively shall deliver to the Buyer a signed, written notice setting forth the exact amount of the Estimated Net Purchase Price Per Seller payable pursuant to Section 1.3(a) that Adam Blank, individually, Adam Blank, as trustee of the Adam Blank 2012 GRAT, and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust, desire to receive in shares of common stock of MFRM in lieu of cash.”

1.5                               The Purchase Agreement is amended to add a Section 1.3(d) and Section 1.3(e) which shall read in its entirety as follows:

“(d)                           The Estimated Net Purchase Price Per Seller payable to each of the Blocker Unit Sellers pursuant to Section 1.3 shall be paid as follow:

(i)                                     415,270 shares of common stock of MFRM to Calera Capital Partners IV, L.P.;

(ii)                                  409,097 shares of common stock of MFRM to Calera XV, LLC;

(iii)                               14,793 shares of common stock of MFRM to Calera Capital Partners IV Side-By-Side, L.P.; and

(iv)                              an amount in cash equal to (A) such Blocker Unit Seller’s Estimated Net Purchase Price Per Seller, as calculated and determined by the Sellers Representative, minus (B) the Equity Consideration Amount applicable in respect of such Blocker Unit Seller, such payment to be made by wire transfer of immediately available funds to such Blocker Unit Seller’s account that has been specified in writing by the Sellers Representative not later than two (2) Business Days prior to the Closing.

(e)                                  Each share of common stock of MFRM issued to each Blocker Unit Seller pursuant to this Section 1.3 shall reflect the following restrictive legends:

“THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED,

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TRANSFERRED OR OTHERWISE DISPOSED OF (I) UNLESS (A) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES AND “BLUE SKY” LAWS OR (B) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE OR (II) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OF THE ACT AND APPLICABLE SECURITIES OR “BLUE SKY” LAWS.”

1.6                               Sections 1.5(a)(vi) and (vii) of the Purchase Agreement are amended and restated in its entirety to read as follows:

“(vi)                        to the Sellers Representative, a secretary’s certificate from the Buyer, which certifies as true, accurate, and complete, as of the Closing Date:  (A) the Buyer’s certificate of incorporation, as amended; (B) the Buyer’s bylaws, as amended; (C) a copy of the resolutions of the Buyer’s board of directors authorizing the execution, delivery, and performance of this Agreement and the ancillary agreements described herein, and the consummation by the Buyer of the transactions contemplated hereby and thereby, including the issuance of all shares to be delivered hereunder to the applicable Sellers; and (D) the incumbency of the officer or officers authorized to execute on behalf of the Buyer this Agreement and any ancillary agreements;

(vii)                           to the Sellers, a certificate, dated as of the Closing Date and duly executed by an authorized officer on behalf of the Buyer, certifying the matters set forth in Section 6.2(a) and Section 6.2(b); and”

1.7                               The Purchase Agreement is amended to add Section 1.5(a)(viii) which shall read in its entirety as follows:

“to each of the Blocker Unit Sellers, evidence of the delivery of an irrevocable instruction letter to MFRM’s transfer agent authorizing and directing such transfer agent to issue the shares of common stock of MFRM payable to such Blocker Unit Seller pursuant to Section 1.3(d) to such Blocker Unit Seller (it being agreed that Buyer and MFRM shall take any other actions reasonably necessary to cause the issuance of such shares of common stock of MFRM as contemplated hereunder).”

1.8                               The Purchase Agreement is amended to add Section 3.7 which shall read in its entirety as follows:

“Investment Intent.

(a)                                 Each Blocker Unit Seller is acquiring shares of common stock of MFRM for its own account for investment purposes only and not with a view to any public distribution thereof or with any intention of selling, distributing or otherwise disposing of such shares of common stock of MFRM in a manner that would violate the registration requirements of the Securities Act.  Each Blocker Unit Seller agrees that the Securities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities Laws, except pursuant to an exemption from such registration under the Securities Act and such Laws.  Each Blocker Unit Seller is able to bear the economic risk of holding the shares of

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common stock of MFRM received pursuant to this Agreement for an indefinite period (including total loss of its investment) and (either alone or together with its Representatives) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

(b)                                 Each Blocker Unit Seller acknowledges and agrees that (i) MFRM and Buyer have provided its advisors and agents, if any, with the opportunity to ask questions of MFRM, Buyer and each of its representatives or agents concerning the terms of its potential acquisition of shares of common stock of MFRM pursuant to this Agreement, and all such questions have been answered to each Blocker Unit Seller’s satisfaction, (ii) each Blocker Unit Seller has, to the extent such Blocker Unit Seller has deemed necessary, retained (at its own expense) and relied upon appropriate professional advice of its own advisors regarding the investment, Tax and legal merits and consequences of an investment in the shares of common stock of MFRM to be acquired by each Blocker Unit Seller pursuant to this Agreement, (iii) each Blocker Unit Seller’s advisors and agents, if any, have been furnished (or provided access to) all material information regarding the business and financial condition of MFRM, the attributes of the common stock of MFRM and the merits and risks of an investment in shares of common stock of MFRM that each Blocker Unit Seller’s advisors and agents, if any, have requested or otherwise need to evaluate the investment in the shares of common stock of MFRM to be acquired by such Blocker Unit Seller pursuant to this Agreement, and neither each Blocker Unit Seller nor any of such Blocker Unit Seller’s advisors or agents, if any, desires any further information or data concerning MFRM or the common stock of MFRM, and (iv) each Blocker Unit Seller and such Blocker Unit Seller’s advisors and agents, if any, are familiar with investments of the nature of common stock of MFRM and have substantial knowledge and experience in financial and business matters such that each Blocker Unit Seller, as assisted by such Blocker Unit Seller’s advisors and agents (if any), is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the shares of common stock of MFRM to be acquired by such Blocker Unit Seller pursuant to this Agreement.

(c)                                  Each Blocker Unit Seller is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act.”

1.9                               The Purchase Agreement is amended to add Section 5.27, which shall read in its entirety as follows:

“Registration Rights.

(a)                                 Buyer hereby represents and warrants that all of the shares of common stock of MFRM to be issued to the Blocker Unit Sellers hereunder (the “Shares”) will be duly authorized, validly issued, fully paid and non-assessable, and that MFRM has an effective universal shelf registration statement on Form S-3

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with sufficient unused capacity to register the resales of the Shares as contemplated hereby.

(b)                                 On or before March 21, 2016, Buyer shall cause MFRM to effect the registration of resales from time to time by the Blocker Unit Sellers of the Shares under the Securities Act, and shall maintain the effectiveness of the registration statement for the resale of the Shares for so long as any of the Blocker Unit Sellers hold any of the Shares, or until each of the Blocker Unit Sellers is permitted to freely sell such Shares without registration or restrictions under the Securities Act.

(c)                                  In connection with the registration of such resales, Buyer shall (i) pay or cause MFRM to pay any filing fees or other costs and expenses in connection with such registration (other than underwriting discounts and commissions), and reimburse the Blocker Unit Sellers for any costs and expenses incurred in connection with such registration (including the reasonable costs and expenses of one counsel for the Blocker Unit Sellers), (ii) cause MFRM to prepare and file with the Securities and Exchange Commission (the “SEC”) such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act in connection with resales of the Shares, (iii) cause MFRM to furnish to the Blocker Unit Sellers such numbers of copies of a prospectus conforming to the requirements of the Securities Act, and such other documents as the Blocker Unit Sellers may reasonably request in order to facilitate the disposition of such shares, (iv) notify each of the Blocker Unit Sellers (A) of any request by the SEC that MFRM amend or supplement such registration statement or prospectus, or (B) to cease distribution of the prospectus if the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances, and, as soon as reasonably practicable, file with the SEC and furnish to the Blocker Unit Sellers, a supplement or amendment to such prospectus such that such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, (v) cause all of the Shares to be listed on each securities exchange on which similar securities issued by MFRM are then listed, (vi) remove any restrictive legends on the certificates representing the Shares upon the effectiveness of the registration statement, (vii) cause MFRM to take such further action as reasonably requested from time to time by a Blocker Unit Seller, to the extent required to enable such Blocker Unit Seller to sell Shares under the registration statement or pursuant to an exemption provided under the Securities Act, and (viii) indemnify and hold harmless each of the Blocker Unit Sellers and their affiliates and their and their affiliates officers, directors, employees, partners and agents and each Person, if any, who “controls” any of such persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, from and against any and all losses,

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claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Blocker Unit Seller Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, contained in the registration statement or prospectus relating to the Shares, except (1) insofar as such Blocker Unit Seller Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Buyer by the Blocker Unit Sellers expressly for use therein, or (2) if Buyer had previously provided an amended or supplemented prospectus to the Blocker Unit Sellers and such amended or supplemented prospectus would have cured the defect giving rise to such Blocker Unit Seller Damages.

1.10                        The Purchase Agreement is amended to add the following definitions to Article IX which shall be included in alphabetical order:

““Blocker Unit Seller Damages” has the meaning set forth in Section 5.27(c).”

““Equity Consideration Amount” means (i) $14,845,902.50 with respect to Calera Capital Partners IV, L.P., (ii) $14,625,217.75 with respect to Calera XV, LLC, and (iii) $528,849.75 with respect to Calera Capital Partners IV Side-By-Side, L.P.”

““SEC” has the meaning set forth in Section 5.27(c).”

““Shares” has the meaning set forth in Section 5.27(a).”

ARTICLE II
MISCELLANEOUS

2.1                               References.  Each reference in the Purchase Agreement shall, unless the context otherwise requires, mean the Purchase Agreement as amended by this Amendment.

2.2                               Ratification. The Purchase Agreement, as amended by this Amendment, is in all respects ratified, approved and confirmed.

2.3                               No Other Amendments; Continuing Effect.  The amendments set forth herein are limited precisely as written and will not be deemed to be an amendment of any other term or condition of the Agreement or any of the documents referred to therein.  Except as expressly amended hereby, the terms and conditions of the Purchase Agreement shall continue in full force and effect.

2.4                               Constructions, Etc. This Amendment shall be governed by all provisions of the Purchase Agreement, unless the context otherwise requires, including all provisions concerning construction, enforcement, notices, governing law and arbitration.

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2.5                               Successors.  This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

2.6                               Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

2.7                               Counterparts.  This Amendment may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one (1) or more counterparts have been signed by each of the parties and delivered to the other parties.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page First Amendment to Securities Purchase Agreement]

[Signature Page First Amendment to Securities Purchase Agreement]

[Signature Page First Amendment to Securities Purchase Agreement]

Exhibit 10.1

JOINDER TO CONTRIBUTION AGREEMENT

JOINDER TO CONTRIBUTION AGREEMENT (this “Joinder”), effective as of February 3, 2016, is made by and among Mattress Firm Holding Corp., a Delaware corporation (“Parent”), Mattress Firm, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”), Adam Blank (“Original Contributor”), Adam Blank, as trustee of the Adam Blank 2012 GRAT (the “GRAT Trust”), and Andrew Singer and Diane Weissman, as trustees of the Adam Blank 2012 Dynasty Trust (together with the GRAT Trust, the “Additional Contributors”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Contribution Agreement hereinafter referenced.

RECITALS

WHEREAS, Parent, Buyer, and Original Contributor are parties to that certain Contribution Agreement, dated as of November 25, 2015 (the “Contribution Agreement”); and

WHEREAS, pursuant to Section 8(a) of the Contribution Agreement, Parent, Buyer, and Original Contributor desire to and agree to execute this Joinder in order to have each Additional Contributor join the Contribution Agreement and to amend certain provisions of the Contribution Agreement.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in the Contribution Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.                                      Each Additional Contributor acknowledges that it has been provided a copy of the Contribution Agreement.

2.                                      Each Additional Contributor shall be a Contributor for all purposes of the Contribution Agreement, effective from the date hereof, and each agrees to perform all of the obligations of a Contributor under, and to be bound in all respects by the terms of, the Contribution Agreement applicable to a Contributor (including all representations and warranties given by a Contributor set forth therein), all of which terms are incorporated herein by reference, as if each Additional Contributor was an original signatory thereto.  Each Additional Contributor, as of the date hereof, hereby agrees to be bound by all of the terms, provisions and conditions applicable to a Contributor contained in the Contribution Agreement.

3.                                      From and after the date hereof, all references to the “Contributor,” or each individual “Contributor,” in the Contribution Agreement shall be deemed to include, in addition to the Original Contributor, each Additional Contributor, as if such Additional Contributor was an original signatory thereto.

4.                                      Each Additional Contributor hereby represents and confirms that the representations and warranties of such Additional Contributor made by it in the Contribution Agreement are true and correct in all material respects as they relate to such Additional Contributor on and as of the date hereof (and after giving effect hereto), as if set forth herein in their entirety.

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5.                                      Section 1(b) of the Contribution Agreement is amended and restated in its entirety to read as follows:

“Rollover Equity Investment.  Contemporaneously with the Closing, Contributor shall contribute, transfer and assign to Buyer all of his right, title, and interest in and to the Contributed Units, free and clear of all Encumbrances other than restrictions on transfer under applicable state or federal securities Laws or under any organizational documents of the Company (the “Unit Contribution”), in exchange for a number of shares of common stock of Parent (the “Parent Stock”) in the amount equal to (i) the Elected Amount, divided by (ii) $35.75. The shares of Parent Stock to be issued to Contributor shall be issued free and clear of all Encumbrances other than restrictions on transfer under applicable state or federal securities Laws or under any organizational documents of Parent or other Encumbrances created by Contributor.”

6.                                      This Joinder and all disputes or controversies arising out of or relating to this Joinder or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

7.                                      This Joinder may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one (1) or more counterparts have been signed by each of the parties and delivered to the other parties.

8.                                      The terms of Section 8(c) of the Contribution Agreement are incorporated herein.  All communications and notices hereunder to each Additional Contributor shall be given to such Authorized Contributor at the address set forth below:

(i)             Adam Blank 2012 GRAT

c/o Adam Blank, as trustee

1000 South Oyster Bay Road

Hicksville, NY 11801

Attention: Adam Blank

Facsimile: (516) 861-8810

E-mail: ABlank@sleepys.com

(ii)          Adam Blank 2012 Dynasty Trust

c/o Andrew Singer and Diane Weissman, as trustees

1000 South Oyster Bay Road

Hicksville, NY 11801

Attention: Adam Blank

Facsimile: (516) 861-8810

E-mail: ABlank@sleepys.com

9.                                      This Joinder, the Contribution Agreement (as amended herein) and the Purchase Agreement, as amended (including the exhibits, schedules and disclosure letters thereto), set

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forth the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all previous understandings, written or oral, with respect thereto.  Except as expressly amended above, the Contribution Agreement shall continue in full force and effect.  Nothing in this Joinder shall be construed to amend, modify or waive any provision of the Contribution Agreement other than those specifically amended as set forth above.

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IN WITNESS WHEREOF, each undersigned Additional Contributor has caused this Joinder to be duly executed and delivered by its trustee(s) thereunto duly authorized as of the date first set forth above.

[Signature Page to Joinder to Contribution Agreement]

IN WITNESS WHEREOF, each undersigned has caused this Joinder to be duly executed and delivered as of the date first set forth above.

[Signature Page to Joinder to Contribution Agreement]

Exhibit 10.2

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 3, 2016, by and among Mattress Firm Holding Corp., a Delaware corporation (“Parent”), Winter Street Opportunities Fund, L.P., a Delaware limited partnership (“Winter Street”), JWC Fund III Coinvest, LLC, a Delaware limited liability company (“JWC”), and R. Stephen Stagner, an individual residing in the State of Texas (“Stagner”, and together with Winter Street and JWC, “Buyers”, and each, a “Buyer”).

WHEREAS, that certain Stock Purchase Agreement (the “Purchase Agreement”), dated November 25, 2015, by and among Mattress Firm, Inc., a Delaware corporation (“MFI”), HMK Mattress Holdings LLC, a Delaware limited liability company (the “Company”), CCP IV Holdings, LLC, a Delaware limited liability company (“CCP IV Blocker”), CXV Holdings, LLC, a Delaware limited liability company (“CXV Blocker”), and CCP IV SBS Holdings, LLC, a Delaware limited liability company (“CCP IV SBS Blocker,” and collectively with CCP IV Blocker and CXV Blocker, the “Blockers,” and each individually, a “Blocker”), the equityholders of the Company and the Blockers listed on the signature pages attached thereto (the “Sellers”), David Acker, an individual, both individually and in his capacity as a representative of the Sellers, and, both in its capacity as a Seller and a representative of the Sellers, Calera Capital Partners IV, L.P., a Delaware limited partnership (“Calera Capital” and, together with David Acker (in his capacity as a representative of the Sellers), the “Sellers Representative”), was entered into pursuant to which the Sellers agreed to sell, directly or indirectly, all of the outstanding equity interests of the Company to MFI that are held by the Sellers and not otherwise contributed to Parent (the “Acquisition”), upon the terms and conditions set forth in the Purchase Agreement (capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement);

WHEREAS, pursuant to this Agreement, immediately prior to and contingent upon the Closing of the Acquisition, each Buyer desires to purchase from Parent, and Parent desires to sell, issue and deliver to each Buyer, the shares of Parent Stock set forth opposite such Buyer’s name on Exhibit A hereto.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                      Purchase.

(a)                                 Equity Purchase.  Subject to and in accordance with the terms and conditions set forth in this Agreement, at the Stock Closing Parent shall sell, transfer, assign, and deliver to each Buyer, and each Buyer shall purchase from Parent the number of shares of common stock of Parent (the “Parent Stock”) set forth on Exhibit A hereto for the respective purchase price set forth on Exhibit A hereto (the “Purchase Price”). The shares of Parent Stock to be issued to each Buyer shall be issued free and clear of all Encumbrances other than restrictions on transfer under applicable state or federal securities Laws or under any organizational documents of Parent or other Encumbrances created by such Buyer.

(b)                                 Each share of Parent Stock issued to each Buyer pursuant to Section 1(a) shall reflect the following restrictive legends:

“THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF (I) UNLESS (A) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES AND ‘BLUE SKY’ LAWS OR (B) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE OR (II) UNLESS SOLD PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OF THE ACT AND APPLICABLE SECURITIES OR ‘BLUE SKY’ LAWS.

(c)                                  The closing of the transactions contemplated hereby (the “Stock Closing”) shall take place substantially contemporaneously with the Closing of the Acquisition at the offices of Norton Rose Fulbright US LLP, 1301 McKinney, Suite 5100, Houston, Texas 77010, via the electronic exchange of executed documents.  At the Stock Closing:

(i)                                     Parent shall deliver to each Buyer evidence of the delivery of an instruction letter to Parent’s transfer agent authorizing and directing such transfer agent to issue the Parent Stock to such Buyer (it being agreed that such Buyer and Parent shall take any other actions reasonably necessary to cause the issuance of the Parent Stock as contemplated hereunder); and

(ii)                                  each Buyer shall deliver to Parent the Purchase Price set forth opposite such Buyer’s name on Exhibit A hereto.

(d)                                 The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the consummation of the Closing of the Acquisition.

2.                                      Investor Representations and Warranties.  To induce Parent to issue and deliver shares of Parent Stock as herein provided, each Buyer hereby makes the following representations and warranties to Parent:

(a)                                 Authority.  Such Buyer has all necessary power and authority, or competence and capacity, as applicable, to execute and deliver this Agreement, to perform its or his respective obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and no other action on the part of such Buyer is necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by such Buyer and, assuming due execution and delivery by Parent, this Agreement constitutes the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as enforcement may be limited by applicable

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bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b)                                 No Conflict.  The execution, delivery and performance by such Buyer of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (with or without the giving of notices or passage of time) (i) conflict with or violate in any material respect any Law or order of any Governmental Authority applicable to such Buyer or by which any property or asset of such Buyer is bound or affected, or (ii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any consent of, or notice to, any Person pursuant to, any contract, lease, license, instrument, agreement or other arrangement to which such Buyer is a party; except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to materially delay or materially impede the performance by such Buyer of its or his respective obligations under this Agreement or the consummation of the transactions contemplated hereby or that arise as a result of any facts or circumstances relating to Parent or any of its Affiliates.

(c)                                  Required Filings and Consents. Such Buyer is not required to file, seek or obtain any authorization, approval, waiver, order, Permit or consent of or with, or give any notice to, any Governmental Authority or other third party in connection with the execution, delivery and performance by such Buyer of this Agreement or the consummation of the transactions contemplated hereby, except: (i) for any filings required to be made under the HSR Act; (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” Laws; (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to materially delay or materially impede the performance by such Buyer of its or his respective obligations under this Agreement or the consummation of the transactions contemplated hereby; or (iv) as may be necessary as a result of any facts or circumstances relating to Parent or any of its Affiliates.

(d)                                 No Brokers or Finders.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any Buyer.

(e)                                  Investment Representations.

(i)                                     Such Buyer acknowledges that (i) the offering and issuance of Parent Stock hereunder is made pursuant to exemptions from the registration requirements of the Securities Act and pursuant to exemptions from the registration and other requirements of applicable state securities Laws and (ii) Parent is relying on its or his respective representations and warranties in this Agreement in connection with such exemptions.

(ii)                                  Such Buyer is acquiring shares of Parent Stock pursuant to this Agreement for its or his own account for investment purposes only, and not with a view to, or for

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resale in connection with, any distribution that would require registration under the Securities Act or the securities Laws of any state.

(iii)                               Such Buyer understands that (i) the shares of Parent Stock to be acquired by it or him pursuant to this Agreement (A) have not been registered under the Securities Act or any state securities Laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act that relate to private offerings, (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities Laws that relate to private offerings and (D) may be required to be held by it or him indefinitely, and (ii) it or he must therefore bear the economic risk of such investment in the shares of Parent Stock to be acquired by it or him pursuant to this Agreement for an indefinite period of time unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities Laws or is exempt therefrom.  Such Buyer further understands that such exemptions under the Securities Act and applicable state securities Laws depend upon, among other things, the bona fide nature of the investment intent of such Buyer expressed in this Agreement.

(iv)                              Such Buyer acknowledges and agrees that the shares of Parent Stock to be acquired by it or him pursuant to this Agreement may not be sold, transferred or otherwise disposed of without satisfaction of certain requirements of applicable Law, including registration under, or the availability of an exemption from registration under, the Securities Act and applicable state securities Laws.

(v)                                 Such Buyer acknowledges and agrees that (i) Parent has provided it or him and its or his respective advisors and agents, if any, with the opportunity to ask questions of Parent and its representatives or agents concerning the terms of it or his potential acquisition of shares of Parent Stock pursuant to this Agreement, and all such questions have been answered to it or his satisfaction, (ii) it or he has, to the extent it or he has deemed necessary, retained (at its or his own expense) and relied upon appropriate professional advice of its or his own advisors regarding the investment, Tax and legal merits and consequences of an investment in the shares of Parent Stock to be acquired by it or him pursuant to this Agreement, (iii) it or he and its or his respective advisors and agents, if any, have been furnished (or provided access to) all material information regarding the business and financial condition of Parent, the attributes of the Parent Stock and the merits and risks of an investment in shares of Parent Stock that it or he and its or his respective advisors and agents, if any, have requested or otherwise need to evaluate the investment in the shares of Parent Stock to be acquired by it or him pursuant to this Agreement, and neither such Buyer nor any of its or his advisors or agents, if any, desires any further information or data concerning Parent or the Parent Stock, and (iv) it or he and its or his respective advisors and agents, if any, are familiar with investments of the nature of Parent Stock and have substantial knowledge and experience in financial and business matters such that such Buyer, as assisted by its or his respective advisors and agents (if any), is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the shares of Parent Stock to be acquired by it or him pursuant to this Agreement.

(vi)                              Such Buyer is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act.  Such Buyer has not received any legal,

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business, Tax or other advice from Parent or any of its directors, officers, employees, counsel, Affiliates or other representatives with respect to its or his respective investment decision in the shares of Parent Stock to be acquired by it or him pursuant to this Agreement.

(vii)                           Such Buyer acknowledges and agrees that, except as otherwise indicated therein, the materials made available to it or him by Parent speak as of the date thereof, and Parent does not undertake to notify it or him of any change in the affairs of Parent after the respective dates of such materials.

(viii)                        Such Buyer acknowledges and agrees that (A) the only representations and warranties made by Parent in connection with the transactions contemplated by this Agreement are those contained in this Agreement, and (B) the only information made available to it or him in connection with the transactions contemplated hereby on which it or he should rely is contained in this Agreement, the Purchase Agreement and Parent’s filings with the Securities Exchange Commission.

(ix)                              The solicitation of an offer to buy the shares of Parent Stock to be acquired by such Buyer pursuant to this Agreement was communicated to it or him in such a manner that at no time was such Buyer presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general or public advertising or solicitation.

(x)                                 Such Buyer acknowledges and agrees that it or he has been advised that:

THE SUBSCRIBED SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION SUCH BUYER MUST RELY ON ITS OR HIS OWN EXAMINATION OF PARENT, THE PARENT STOCK AND THE TERMS OF THIS AGREEMENT, INCLUDING THE MERITS AND RISKS INVOLVED.

3.                                      Parent Representations and Warranties.  Parent hereby makes the following representations and warranties to each Buyer:

(a)                                 Organization.  Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b)                                 Authority.  Parent has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by Parent of this

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Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other action on the part of Parent is necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Parent and, assuming due execution and delivery by each Buyer, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)                                  No Conflict.                              The execution, delivery and performance by Parent of this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (with or without the giving of notices or passage of time) (i) conflict with or violate the certificate of incorporation or bylaws of Parent, (ii) conflict with or violate in any material respect any Law or order of any Governmental Authority applicable to Parent or by which any property or asset of Parent is bound or affected, or (iii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any consent of, or notice to, any Person pursuant to, any material contract, lease, license, instrument, agreement or other arrangement to which Parent is a party; except, in the case of clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to materially delay or materially impede the performance by Parent of its obligations under this Agreement or the consummation of the transactions contemplated hereby or that arise as a result of any facts or circumstances relating to Buyers or any of their respective Affiliates.

(d)                                 Authorizations.  Parent is not required to file, seek or obtain any authorization, approval, waiver, order, Permit or consent of or with, or give any notice to, any Governmental Authority or other third party in connection with the execution, delivery and performance by Parent of this Agreement or the consummation of the transactions contemplated hereby, except (i) for any filings required to be made under the HSR Act, (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have materially delay or materially impede the performance by Parent of its obligations under this Agreement or the consummation of the transactions contemplated hereby or (iv) as may be necessary as a result of any facts or circumstances relating to Buyers or any of their respective Affiliates.

(e)                                  Parent Stock.                        Upon delivery to each Buyer of certificates (if any) for the shares of Parent Stock at the Stock Closing, (i) such Buyer shall acquire good and valid title to the shares of Parent Stock, free and clear of any Encumbrance other than restrictions on transfer under applicable state or federal securities Laws or under any organizational documents of Parent or other Encumbrances created by such Buyer or otherwise set forth herein, and (ii) such shares of Parent Stock will have been duly authorized and validly issued and will be fully paid

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and nonassessable and will not have been issued in violation of any preemptive or similar rights.  There are no restrictions on, or agreements with respect to, the voting rights of the shares of Parent Stock that would, as of the Stock Closing, impair or restrict such Buyer’s rights to vote such shares of Parent Stock immediately after the Stock Closing, including, without limitation, any proxies or voting trusts.

4.                                      Conditions to the Obligations of Parent and Buyers.  Each party’s respective obligations to consummate the transactions contemplated by Section 1 is subject to (i) the satisfaction or waiver on or prior to the Stock Closing of all conditions to closing set forth in Article VI of the Purchase Agreement (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or waiver of those conditions)), (ii) each party to the Purchase Agreement being ready, willing and able to consummate the Acquisition following completion of the transactions contemplated by this Agreement, and (iii) Parent’s satisfaction of its obligations set forth in Section 5.

5.                                      Covenants of Parent.  Parent covenants and agrees that, prior to the Stock Closing, Parent’s board of directors or a committee of Parent’s board of directors composed solely of two or more non-employee directors shall approve the transactions contemplated by this Agreement and cause the issuance of the shares of Parent Stock to be acquired by each Buyer pursuant to this Agreement to be exempt from Section 16(b) of the Exchange Act of 1934 pursuant to Rule 16b-3(d) promulgated thereunder.

6.                                      Termination.

(a)                                 This Agreement shall terminate automatically without any action on the part of the parties hereto upon the termination of the Purchase Agreement in accordance with the terms thereof.

(b)                                 This Agreement shall terminate upon the written consent of all parties hereto.

(c)                                  If this Agreement is terminated pursuant to Section 6(a), this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent or any Buyer.  Notwithstanding the foregoing, the provisions in Sections 7(d), 7(f), 7(k), and 8(l) will survive the termination hereof.  Nothing herein shall relieve any party hereto from liability for any material breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

7.                                      Miscellaneous.

(a)                                 Entire Agreement and Amendments.  This Agreement, together with the exhibits hereto, sets forth the entire understanding of the parties hereto and supersedes all other prior and contemporaneous agreements, arrangements, understandings and communications, whether oral or written, with respect to the subject matter hereof and thereof.  Amendments or modifications to this Agreement may only be made, upon the written consent of the parties hereto.

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(b)                                 Further Assurances.  From time to time, each party hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(c)                                  Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)                                     If to Parent, to:

Mattress Firm, Inc.

5815 Gulf Freeway

Houston, Texas 77023

Attention:  Chief Financial Officer

Facsimile:  (713) 921-4053

E-mail: alex.weiss@mfrm.com

with a copy (which shall not constitute notice) to:

Mattress Firm, Inc.

5815 Gulf Freeway

Houston, Texas 77023

Attention:  General Counsel

Facsimile:  (713) 921-4053

E-mail: kindel.elam@mfrm.com

with a further copy (which shall not constitute notice) to:

Norton Rose Fulbright US LLP

1301 McKinney, Suite 5100

Houston, Texas 77010

Attention:  Gene G. Lewis

Email:  gene.lewis@nortonrosefulbright.com

(ii)                                 If to Stagner, to:

5815 Gulf Freeway

Houston, Texas 77023

Attention:  General Counsel

Facsimile:  (713) 921-4053

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Attention:                                         R. Stephen Stagner

Facsimile:                                         (713) 921-4053

E-mail: steve.stagner@mfrm.com

(iii)                              If to Winter Street or JWC, to:

1000 Winter Street

Suite 4300

Waltham, Massachusetts 02451

Attention:                                         Adam Suttin

E-mail:        asuttin@jwchilds.com

(d)                                 Governing Law.  This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

(e)                                  Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void.  This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(f)                                   Costs and Expenses.  All fees and expenses (including fees and expenses of a party’s Representatives) incurred in connection with or related to the negotiation and performance of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated.

(g)                                  Counterparts.  This Agreement may be executed in two (2) or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one (1) or more counterparts have been signed by each of the parties and delivered to the other parties.

(h)                                 Headings.  All headings and captions in this Agreement are for purposes of reference only and shall not be construed to limit or affect the substance of this Agreement.

(i)                                     Severability.  Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(j)                                    Waiver; Extension.  At any time prior to the Stock Closing, the parties hereto may, to the extent permitted by applicable Law, (a) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or any document delivered pursuant hereto or (b) subject to applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein.  Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer (if applicable) on behalf of such party.  No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

(k)                                 Consent to Jurisdiction.  Each of the parties irrevocably agrees that any legal Action arising out of or relating to this Agreement or the transactions contemplated hereby brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court.  Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement and the transactions contemplated hereby.  Each of the parties agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein.  Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.  Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)                                     WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(m)                             Recovery; Specific Performance.  The parties acknowledge and agree that each party hereto will be entitled to all rights and remedies available at law or in equity for any breach hereof.  The parties agree that irreparable damages would occur in the event that any of

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the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, each of the parties hereto shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches (or threatened beaches) of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.  Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement effective as of the date first above written.

[Signature Page to Share Purchase Agreement]

Exhibit A

[Exhibit A to Share Purchase Agreement]