Mantle Ridge LP Sample Contracts

ARAMARK REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2020 • Mantle Ridge LP • Retail-eating places • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 14, 2020 (this “Agreement”), by and between MR BridgeStone Advisor LLC (“Mantle Ridge”), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), and Aramark, a Delaware corporation (the “Company”).

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ARAMARK 21,262,245 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • August 10th, 2023 • Mantle Ridge LP • Retail-eating places

The stockholder named in Schedule I hereto (the “Selling Stockholder”) holding shares of common stock, par value $0.01 per share (“Stock”) of Aramark, a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to sell to J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the “Underwriters”) an aggregate of 21,262,245 shares of Stock of the Company (the “Shares”). All references to Selling Stockholder shall include MR BridgeStone Offshore Fund AB Ltd. for purposes of this Agreement.

STEWARDSHIP FRAMEWORK AGREEMENT
Stewardship Framework Agreement • March 8th, 2022 • Mantle Ridge LP • Retail-variety stores • New York

Dollar Tree, Inc. (the “Company”), on the one hand, and MR Cobalt Advisor LLC (“Mantle Ridge”), on behalf of itself, its affiliates and its affiliated funds (such affiliates and funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), on the other hand, have mutually agreed to the terms contained in this Stewardship Framework Agreement (this “Letter Agreement”).

STEWARDSHIP FRAMEWORK AGREEMENT
Stewardship Framework Agreement • October 7th, 2019 • Mantle Ridge LP • Retail-eating places • Delaware

Aramark (the “Company”), on the one hand, and MR BridgeStone Advisor LLC (“Mantle Ridge”), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), on the other hand, have mutually agreed to the terms contained in this Stewardship Framework Agreement (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company and the Mantle Ridge Group as a “Party” and, collectively, as the “Parties.”

LOCK-UP AGREEMENT
Lock-Up Agreement • August 10th, 2023 • Mantle Ridge LP • Retail-eating places
ARAMARK
Mantle Ridge LP • December 16th, 2020 • Retail-eating places
FORM OF] FIRST AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF MR Cobalt Offshore Fund [•] LP Dated [•], 2021
Mantle Ridge LP • December 10th, 2021 • Retail-variety stores

This First Amended and Restated Exempted Limited Partnership Agreement is executed and delivered as a deed on the date set forth above by and among the undersigned Persons and shall hereafter govern the Partnership. Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in ARTICLE I.

JOINT FILING AGREEMENT
Joint Filing Agreement • August 16th, 2019 • Mantle Ridge LP • Retail-eating places

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Aramark, and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

Nomura Global Financial Products Inc. World Wide Plaza
Option Sale Agreement • August 10th, 2023 • Mantle Ridge LP • Retail-eating places

Reference is made to the original transactions entered into between Nomura and Counterparty listed on Annex A hereto (the “Transactions”), as documented in the confirmations between Nomura and Counterparty with respect to the Transactions (the “Original Confirmations”). Capitalized terms not defined herein have the meanings specified in the applicable Original Confirmation. In the event of any inconsistency between the provisions of this Option Sale Agreement and the Original Confirmations, this Option Sale Agreement will prevail.

MANTLE RIDGE LP New York, NY 10019
Mantle Ridge LP • December 10th, 2021 • Retail-variety stores • New York

In connection with an investment by [•] (the “Investor”) in the Fund, and for other good and valuable consideration set forth herein, the parties hereto hereby agree to enter into this letter agreement (this “Agreement”), by and among the Investor, the Fund, MR Cobalt GP LLC, a Delaware limited liability company (the “General Partner”) and MR Cobalt Advisor LLC, a Delaware limited liability company (the “Investment Manager” and together with the General Partner, the “MR Parties”). Reference is made to the terms and provisions of the First Amended and Restated Exempted Limited Partnership Agreement of the Fund dated [•], 2021 (as amended from time to time, the “Partnership Agreement”), the Investor’s subscription agreement with respect to the Fund (the “Subscription Agreement”), the Fund’s Confidential Private Placement Memorandum dated [•] (as amended and/or supplemented from time to time, the “Memorandum”) and the Investment Management Agreement dated [•] entered into between the Inve

JOINT FILING AGREEMENT
Joint Filing Agreement • November 12th, 2021 • Mantle Ridge LP • Retail-variety stores

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Dollar Tree, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

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