Page 18 of 19 – SEC Filing JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Mattress Firm Holding Corp. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group. Dated: March 28, 2016 BERKSHIRE PARTNERS HOLDINGS LLC By: /s/ Sharlyn C. Heslam Name: Sharlyn C. Heslam Title: Managing Director BPSP, L.P. By: Berkshire Partners Holdings LLC,
its general partner By: /s/ Sharlyn C. Heslam Name: Sharlyn C. Heslam Title: Managing Director BERKSHIRE PARTNERS LLC By: BPSP, L.P.,
its managing member By: Berkshire Partners Holdings LLC,
its general partner By: /s/ Sharlyn C. Heslam Name: Sharlyn C. Heslam Title: Managing Director STOCKBRIDGE PARTNERS LLC By: BPSP, L.P.,
its managing member By: Berkshire Partners Holdings LLC,
its general partner By: /s/ Sharlyn C. Heslam Name: Sharlyn C. Heslam Title: Managing Director BERKSHIRE FUND VIII, L.P. By: Eighth Berkshire Associates LLC,
its general partner By: /s/ Sharlyn C. Heslam Name: Sharlyn C. Heslam Title: Managing Director
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JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Mattress Firm Holding Corp. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.
Dated: March 28, 2016
| BERKSHIRE PARTNERS HOLDINGS LLC | |||
| By: | /s/ Sharlyn C. Heslam | ||
| Name: Sharlyn C. Heslam | |||
| Title: Managing Director | |||
| BPSP, L.P. | |||
| By: | Berkshire Partners Holdings LLC, its general partner | ||
| By: | /s/ Sharlyn C. Heslam | ||
| Name: Sharlyn C. Heslam | |||
| Title: Managing Director | |||
| BERKSHIRE PARTNERS LLC | |||
| By: | BPSP, L.P., its managing member | ||
| By: | Berkshire Partners Holdings LLC, its general partner | ||
| By: | /s/ Sharlyn C. Heslam | ||
| Name: Sharlyn C. Heslam | |||
| Title: Managing Director | |||
| STOCKBRIDGE PARTNERS LLC | |||
| By: | BPSP, L.P., its managing member | ||
| By: | Berkshire Partners Holdings LLC, its general partner | ||
| By: | /s/ Sharlyn C. Heslam | ||
| Name: Sharlyn C. Heslam | |||
| Title: Managing Director | |||
| BERKSHIRE FUND VIII, L.P. | |||
| By: | Eighth Berkshire Associates LLC, its general partner | ||
| By: | /s/ Sharlyn C. Heslam | ||
| Name: Sharlyn C. Heslam | |||
| Title: Managing Director | |||
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