Barry Hytinen

Non-Disclosure and Standstill Agreement (June 28th, 2017)

This Agreement, dated as of June 26, 2017, is made by and among Tempur Sealy International, Inc., a Delaware corporation (the "Company"), Usman Nabi (the "Director"), and H Partners Management, LLC, a Delaware limited liability company ("H Partners"), and the other persons and entities listed on Schedule A hereto (together with H Partners, the "H Partners Group", and each of H Partners and such other person or entity, an "H Partners Group Member").

Credit and Security Agreement (April 18th, 2017)

Receivables Sale and Contribution Agreement Dated as of April 12, 2017 (April 18th, 2017)

Receivables Sale Agreement Dated as of April 12, 2017 (April 18th, 2017)

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES a JUNIOR PARTICIPATING PREFERRED STOCK OF TEMPUR SEALY INTERNATIONAL, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (March 15th, 2017)

Tempur Sealy International, Inc. (the Corporation), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the DGCL), hereby certifies that, pursuant to the authority granted by Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the Amended and Restated Certificate of Incorporation), and in accordance with Section 151 of the DGCL, the Board of Directors of the Corporation (hereinafter being referred to as the Board of Directors or the Board), at a meeting duly called and held on March 14, 2017, has adopted the following resolution with respect to the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof, of the Series A Junior Participating Stock:

AMENDED AND RESTATED RIGHTS AGREEMENT by and Between TEMPUR SEALY INTERNATIONAL, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of March 14, 2017 (March 15th, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 14, 2017 (as further amended, supplemented or otherwise modified from time to time, this Agreement), by and between Tempur Sealy International, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

AMENDED AND RESTATED RIGHTS AGREEMENT by and Between TEMPUR SEALY INTERNATIONAL, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of March 14, 2017 (March 15th, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 14, 2017 (as further amended, supplemented or otherwise modified from time to time, this Agreement), by and between Tempur Sealy International, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

RIGHTS AGREEMENT by and Between TEMPUR SEALY INTERNATIONAL, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of February 8, 2017 (February 9th, 2017)

RIGHTS AGREEMENT, dated as of February 8, 2017 (this Agreement), by and between Tempur Sealy International, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

CERTIFICATE OF DESIGNATION OF SERIES a JUNIOR PARTICIPATING PREFERRED STOCK OF TEMPUR SEALY INTERNATIONAL, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (February 9th, 2017)

Tempur Sealy International, Inc. (the Corporation), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the DGCL), hereby certifies that, pursuant to the authority granted by Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the Amended and Restated Certificate of Incorporation), and in accordance with Section 151 of the DGCL, the Board of Directors of the Corporation (hereinafter being referred to as the Board of Directors or the Board), at a meeting duly called and held on February 8, 2017, has adopted the following resolution with respect to the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof, of the Series A Junior Participating Stock:

Purchase Agreement (May 24th, 2016)

TEMPUR SEALY INTERNATIONAL, INC., as Issuer the Guarantors Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 24, 2016 5.500% Senior Notes Due 2026 (May 24th, 2016)

INDENTURE, dated as of May 24, 2016, among TEMPUR SEALY INTERNATIONAL, INC., a Delaware corporation (the Company), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the Trustee).

Registration Rights Agreement (May 24th, 2016)

This Registration Rights Agreement (this Agreement) is made and entered into as of May 24, 2016, by and among Tempur Sealy International, Inc., a Delaware corporation (the Company), the entities listed on the signature pages hereof as Guarantors (collectively, the Guarantors), and J.P. Morgan Securities LLC, as Representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement referred to below (collectively, the Initial Purchasers), each of whom has agreed pursuant to the Purchase Agreement to purchase the Companys 5.500% Senior Notes due 2026 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

CREDIT AGREEMENT Among TEMPUR SEALY INTERNATIONAL, INC., as Parent Borrower, the Additional Borrowers From Time to Time Parties Hereto, the Several Lenders From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of April 6, 2016 JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., WELLS FARGO SECURITIES, LLC and FIFTH THIRD BANK, as Lead Arrangers and as Joint Bookrunners and BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A. And FIFTH THIRD BANK as Co-Syndication Agents and SUMITOMO MITSUI BANKING CORPORATION, BANK OF NOVA SCOTIA and MIZUHO BANK, LTD. As Co-Docu (April 7th, 2016)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 6, 2016, made by each of the signatories hereto (together with any other entity that may become a party hereto as a Grantor and/or Guarantor, as provided herein), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of April 6, 2016 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Tempur Sealy International, Inc. (the "Parent Borrower" and, together with any Additional Borrower from time to time party to the Credit Agreement, as defined therein, the "Borrowers"), the Lenders and the Administrative Agent.