FORM OF] FIRST AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF MR Cobalt Offshore Fund [•] LP Dated [•], 2021Mantle 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.
MANTLE RIDGE LP New York, NY 10019Mantle 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
