13D Filing: H Partners Management and Tempur Sealy International Inc. (TPX)

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,143,100 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,143,100

(c)

The transactions in the Shares by H Partners LP since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.

H Partners Capital

(a)

H Partners Capital, as the general partner of H Partners LP, may be deemed the beneficial owner of the 5,143,100 Shares owned by H Partners LP.

Percentage: Approximately 9.5%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,143,100 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,143,100

(c)

H Partners Capital has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares by H Partners LP since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.

Rehan Jaffer

(a)

Rehan Jaffer, as the managing member of H Partners Management and H Partners Capital, may be deemed the beneficial owner of 8,250,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 15.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,250,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,250,000

(c)

Rehan Jaffer has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Other
than H Partners LP, none of the other individual Funds beneficially own a number of Shares representing more than 5% of the outstanding
Shares of the Issuer.