0001104659-12-065902 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among TEMPUR-PEDIC INTERNATIONAL INC., SILVER LIGHTNING MERGER COMPANY and SEALY CORPORATION Dated as of September 26, 2012
Merger Agreement • September 27th, 2012 • Sealy Corp • Household furniture • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 26, 2012, is by and among Tempur-Pedic International Inc., a Delaware corporation (“Parent”), Silver Lightning Merger Company, a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Sub”), and Sealy Corporation, a Delaware corporation (the “Company”).

September 26, 2012 Tempur-Pedic International Inc. Ladies and Gentlemen:
Merger Agreement • September 27th, 2012 • Sealy Corp • Household furniture • Delaware

Reference is hereby made to that certain Agreement and Plan of Merger, dated of even date herewith (“Merger Agreement”), by and among Tempur-Pedic International Inc., a Delaware corporation (“Parent”), Silver Lightning Merger Company, a Delaware corporation and a direct wholly-owned subsidiary of Parent, and Sealy Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.