Common use of Mandatory Adjustments Clause in Contracts

Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased). The Adjusted EBITDA adjustment will be in the same amount as the increase in Adjusted EBITDA resulting from such transaction as set forth in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board for its review and approval of the transaction prior to signing the definitive agreement for the transaction. In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the transaction. In addition, acquisitions by joint ventures from third parties and sales of assets by joint ventures to third parties or the Company and its subsidiaries will be addressed as provided in the first two paragraphs of this subparagraph B(iii). This subsection B(iii) is not intended to constitute positive discretion and does not constitute positive discretion with respect to the determination of Adjusted EBITDA. Appendix B Competitive Enterprises For the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx SleepAviyaBedshedBetter BedBohusBotafogo BoydBruno Carpe Xxxx Xxxxxxxxx Carolina Mattress Casper Cauval Group Chaide & Chaide Classic Sleep ProductsCoinColunexCopel ComforpedicComfort Group Comfort Solutions COFEL groupCorrect De Xxxxx Xxxxxxx Doremo Octaspring DorelanDreamsDrommeland Dunlopillo Duxiana EastborneEl Corte Ingles Eminflex EnglanderEveFalafella Flex Group of Companies FoamexForty WinksFurniture Villge France Bed Future Foam HarrisonsHarvey Xxxxxx Group HastensHelix Sleep Xxxxxxx Xxxxxx GroupHyundai Retail Group Hypnos IBCJysk Group KayMed King Koil KingsdownKoala Lady Americana Land and SkyLeesa Sleep Xxxxxxx & Xxxxx Lo MonacoLotte Retail Group LunaLutz Group Magniflex Xxxxxxx MyersNature’s Sleep (GhostBed) Optimo OrtobomPer DormirePurple, Inc. Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Reverie Xxxxx Xxxx Saatva Sapsa Bedding Select Comfort Serta and any direct or indirect parent company SilentnightSimba Xxxxxxx Company/Beautyrest and any direct or indirect parent companySinomaxSleep Innovations Sleepmaker Spring AirSteinhoff Xxxxxxxx Swiss Comfort Swiss SenseTediber Therapedic Tuft and NeedleWhisper RETAILERS Ashley Innovative Mattress Solutions Mattress Firm/Xxxxxxxxx Sleepy’s

Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • ◦ the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • ◦ labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • ◦ costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • ◦ a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased). The Adjusted EBITDA adjustment will be in the same amount as the increase in Adjusted EBITDA resulting from such transaction as set forth in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board for its review and approval of the transaction prior to signing the definitive agreement for the transaction. In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the transaction. In addition, acquisitions by joint ventures from third parties and sales of assets by joint ventures to third parties or the Company and its subsidiaries will be addressed as provided in the first two paragraphs of this subparagraph B(iii). This subsection B(iii) is not intended to constitute positive discretion and does not constitute positive discretion with respect to the determination of Adjusted EBITDA. Appendix B Competitive Enterprises For the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx SleepAviyaBedshedBetter XxxxxXxxxxXxxxxxxXxxxxx BedBohusBotafogo BoydBruno Carpe Xxxx Xxxxxxxxx Carolina Mattress Casper Cauval Group Chaide & Chaide Classic Sleep ProductsCoinColunexCopel ComforpedicComfort Group Comfort Solutions COFEL groupCorrect De Xxxxx Xxxxxxx Doremo Octaspring DorelanDreamsDrommeland Dunlopillo Duxiana EastborneEl Corte Ingles Eminflex EnglanderEveFalafella Flex Group of Companies FoamexForty WinksFurniture Villge France Bed Future Foam HarrisonsHarvey Xxxxxx Group HastensHelix Sleep Xxxxxxx Xxxxxx GroupHyundai Retail Group Hypnos IBCJysk Group KayMed King Koil KingsdownKoala Lady Americana Land and SkyLeesa Sleep Xxxxxxx & Xxxxx Lo MonacoLotte Retail Group LunaLutz Group Magniflex Xxxxxxx MyersNature’s Sleep (GhostBed) Optimo OrtobomPer DormirePurple, Inc. Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Reverie Xxxxx Xxxx Saatva Sapsa Bedding Select Comfort Serta and any direct or indirect parent company SilentnightSimba Xxxxxxx Company/Beautyrest and any direct or indirect parent companySinomaxSleep Innovations Sleepmaker Spring AirSteinhoff Xxxxxxxx Swiss Comfort Swiss SenseTediber Therapedic Tuft and NeedleWhisper RETAILERS Ashley Xxxxxx Innovative Mattress Solutions Mattress Firm/Xxxxxxxxx Sleepy’s

Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased). The Adjusted EBITDA adjustment will be in the same amount as the increase in Adjusted EBITDA resulting from such transaction as set forth in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board for its review and approval of the transaction prior to signing the definitive agreement for the transaction. In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the transaction. In addition, acquisitions by joint ventures from third parties and sales of assets by joint ventures to third parties or the Company and its subsidiaries will be addressed as provided in the first two paragraphs of this subparagraph B(iii). This subsection B(iii) is not intended to constitute positive discretion and does not constitute positive discretion with respect to the determination of Adjusted EBITDA. Appendix B Competitive Enterprises For the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx SleepAviyaBedshedBetter BedBohusBotafogo BoydBruno Sleep Aviya Bedshed Better Bed Bohus Botafogo Xxxx Xxxxx Carpe Xxxx Xxxxxxxxx Carolina Mattress Casper Cauval Group Chaide & Chaide Classic Sleep ProductsCoinColunexCopel ComforpedicComfort Products Coin Colunex Copel Comforpedic Comfort Group Comfort Solutions COFEL groupCorrect group Correct De Xxxxx Xxxxxxx Doremo Octaspring DorelanDreamsDrommeland Dorelan Dreams Drommeland Dunlopillo Duxiana EastborneEl Eastborne El Corte Ingles Eminflex EnglanderEveFalafella Xxxxxxxxx Xxx Xxxxxxxxx Flex Group of Companies FoamexForty WinksFurniture Foamex Forty Winks Furniture Villge France Bed Future Foam HarrisonsHarvey Harrisons Xxxxxx Xxxxxx Group HastensHelix Hastens Helix Sleep Xxxxxxx Xxxxxx GroupHyundai Group Hyundai Retail Group Hypnos IBCJysk IBC Jysk Group KayMed King Koil KingsdownKoala Kingsdown Koala Lady Americana Land and SkyLeesa Sky Xxxxx Sleep Xxxxxxx & Xxxxx Lo MonacoLotte Xxxxxx Xxxxx Retail Group LunaLutz Xxxx Xxxx Group Magniflex Xxxxxxx MyersNatureXxxxx Nature’s Sleep (GhostBed) Optimo OrtobomPer DormirePurpleOrtobom Per Dormire Purple, Inc. Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Reverie Xxxxx Xxxx Saatva Sapsa Bedding Select Comfort Serta and any direct or indirect parent company SilentnightSimba Silentnight Simba Xxxxxxx Company/Beautyrest and any direct or indirect parent companySinomaxSleep company Sinomax Sleep Innovations Sleepmaker Spring AirSteinhoff Air Xxxxxxxxx Xxxxxxxx Xxxxxx Swiss Comfort Swiss SenseTediber Sense Tediber Therapedic Tuft and NeedleWhisper Needle Whisper RETAILERS Ashley Xxxxxx Innovative Mattress Solutions Mattress Firm/Xxxxxxxxx Sleepy’s

Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased). The Adjusted EBITDA adjustment will be in the same amount as the increase in Adjusted EBITDA resulting from such transaction as set forth in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board for its review and approval of the transaction prior to signing the definitive agreement for the transaction. In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the transaction. In addition, acquisitions by joint ventures from third parties and sales of assets by joint ventures to third parties or the Company and its subsidiaries will be addressed as provided in the first two paragraphs of this subparagraph B(iii). This subsection B(iii) is not intended to constitute positive discretion and does not constitute positive discretion with respect to the determination of Adjusted EBITDA. Appendix B Competitive Enterprises For the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx SleepAviyaBedshedBetter BedBohusBotafogo BoydBruno Sleep Aviya Bedshed Better Bed Bohus Botafogo Xxxx Xxxxx Carpe Xxxx Xxxxxxxxx Carolina Mattress Casper Cauval Group Chaide & Chaide Classic Sleep ProductsCoinColunexCopel ComforpedicComfort Products Coin Colunex Copel Comforpedic Comfort Group Comfort Solutions COFEL groupCorrect group Correct De Xxxxx Xxxxxxx Doremo Octaspring DorelanDreamsDrommeland Dorelan Dreams Drommeland Dunlopillo Duxiana EastborneEl Eastborne El Corte Ingles Eminflex EnglanderEveFalafella Xxxxxxxxx Xxx Xxxxxxxxx Flex Group of Companies FoamexForty WinksFurniture Foamex Forty Winks Furniture Villge France Bed Future Foam HarrisonsHarvey Harrisons Xxxxxx Xxxxxx Group HastensHelix Hastens Helix Sleep Xxxxxxx Xxxxxx GroupHyundai Group Hyundai Retail Group Hypnos IBCJysk IBC Jysk Group KayMed King Koil KingsdownKoala Kingsdown Koala Lady Americana Land and SkyLeesa Sky Xxxxx Sleep Xxxxxxx & Xxxxx Lo MonacoLotte Xxxxxx Xxxxx Retail Group LunaLutz Xxxx Xxxx Group Magniflex Xxxxxxx MyersNatureXxxxx Nature’s Sleep (GhostBed) Optimo OrtobomPer DormirePurpleOrtobom Per Dormire Purple, Inc. Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Reverie Xxxxx Xxxx Saatva Sapsa Bedding Select Comfort Serta and any direct or indirect parent company SilentnightSimba Silentnight Simba Xxxxxxx Company/Beautyrest and any direct or indirect parent companySinomaxSleep company Sinomax Sleep Innovations Sleepmaker Spring AirSteinhoff Air Xxxxxxxxx Xxxxxxxx Xxxxxx Swiss Comfort Swiss SenseTediber Sense Tediber Therapedic Tuft and NeedleWhisper Needle Whisper RETAILERS Ashley Xxxxxx Innovative Mattress Solutions Mattress Firm/Xxxxxxxxx Sleepy’s’s Wayfair

Mandatory Adjustments. The Compensation Committee shall be required to make adjustments to eliminate the impact of the following items (whether or not they are adjustments from Consolidated EBITDA under the New Credit Facility): • ◦ the effects of divestitures of businesses, or asset dispositions outside the ordinary course of business (in each case including related restructuring costs); • ◦ labor union actions, and costs outside the ordinary course of business associated with multiemployer pension plans; • ◦ costs associated with the financing, refinancing or prepayment of debt, or recapitalization or similar event affecting the capital structure of the Company; or • ◦ a separation, spin off, reorganization, liquidation, or similar corporate restructuring event affecting the Company or any of its subsidiaries and disclosed in the Company’s filings with the Securities and Exchange Commission. However, in connection with any acquisitions of businesses the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA for the acquired business. The Adjusted EBITDA adjustment will be in the same amount as the Adjusted EBITDA included in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board of Directors (the “Board”) for its review and approval of the acquisition prior to signing the definitive agreement for the acquisition (the “Reviewed Forecast”). In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the acquisition. In addition, in connection with any joint ventures, (i) to address the impact from changes resulting from changes in accounting for joint ventures (for example, consolidating a joint venture that was not previously consolidated) and changes in the level of ownership of an existing joint venture, the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased) by the forecasted Adjusted EBITDA resulting from the changes in accounting and changes in level of ownership set forth in a forecast prepared by management and reviewed and approved by the Audit Committee of the Board. In addition, in connection with any sales to or other acquisitions of assets by joint ventures from the Company or its subsidiaries the Adjusted EBITDA targets for the applicable Designated Periods will be increased (but in no event decreased). The Adjusted EBITDA adjustment will be in the same amount as the increase in Adjusted EBITDA resulting from such transaction as set forth in the most recent management “base case” projections on a standalone basis (that is, with no synergies) presented by the Company’s management to the Board for its review and approval of the transaction prior to signing the definitive agreement for the transaction. In addition Adjusted EBITDA will not include any restructuring or integration costs associated with the transaction. In addition, acquisitions by joint ventures from third parties and sales of assets by joint ventures to third parties or the Company and its subsidiaries will be addressed as provided in the first two paragraphs of this subparagraph B(iii). This subsection B(iii) is not intended to constitute positive discretion and does not constitute positive discretion with respect to the determination of Adjusted EBITDA. Appendix B Competitive Enterprises For the Company and its Affiliates Ace XX Xxxxx Xxxxxx Xxxxxx SleepAviyaBedshedBetter BedBohusBotafogo BoydBruno Sleep Aviya Bedshed Better Bed Bohus Botafogo Xxxx Xxxxx Carpe Xxxx Xxxxxxxxx Carolina Mattress Casper Cauval Group Chaide & Chaide Classic Sleep ProductsCoinColunexCopel ComforpedicComfort Products Coin Colunex Copel Comforpedic Comfort Group Comfort Solutions COFEL groupCorrect group Correct De Xxxxx Xxxxxxx Doremo Octaspring DorelanDreamsDrommeland Dorelan Dreams Drommeland Dunlopillo Duxiana EastborneEl Eastborne El Corte Ingles Eminflex EnglanderEveFalafella Xxxxxxxxx Xxx Falafella Flex Group of Companies FoamexForty WinksFurniture Foamex Forty Winks Furniture Villge France Bed Future Foam HarrisonsHarvey Harrisons Xxxxxx Xxxxxx Group HastensHelix Hastens Helix Sleep Xxxxxxx Xxxxxx GroupHyundai Group Hyundai Retail Group Hypnos IBCJysk IBC Jysk Group KayMed King Koil KingsdownKoala Kingsdown Koala Lady Americana Land and SkyLeesa Sky Xxxxx Sleep Xxxxxxx & Xxxxx Lo MonacoLotte Xxxxxx Xxxxx Retail Group LunaLutz Xxxx Xxxx Group Magniflex Xxxxxxx MyersNatureXxxxx Nature’s Sleep (GhostBed) Optimo OrtobomPer DormirePurpleOrtobom Per Dormire Purple, Inc. Natura Natures Rest Park Place Permaflex Pikolin Group Recticel Group Relyon Restonic Reverie Xxxxx Xxxx Saatva Sapsa Bedding Select Comfort Serta and any direct or indirect parent company SilentnightSimba Silentnight Simba Xxxxxxx Company/Beautyrest and any direct or indirect parent companySinomaxSleep company Sinomax Sleep Innovations Sleepmaker Spring AirSteinhoff Air Xxxxxxxxx Xxxxxxxx Swiss Comfort Swiss SenseTediber Sense Tediber Therapedic Tuft and NeedleWhisper Needle Whisper RETAILERS Ashley Innovative Mattress Solutions Mattress Firm/Xxxxxxxxx Sleepy’s