NOW, THEREFORE, taking into account the promises and agreements included in this award: 8. Power and authority of Mantle Ridge Group. Each member of the Mantle Ridge Group assures and guarantees to the company that (a) Mantle Ridge, as an approved signatory to such a member of the Mantle Ridge Group, has the power and authority to execute and execute this letter contract and to bind this member of the Mantle Ridge Group (b) this correspondence agreement was duly authorized, executed and delivered by this member of the Mantle Ridge Group. , constitutes a valid and binding obligation of such a member of the Mantle Ridge Group and is enforceable against each of these members of the Mantle Ridge Group in accordance with its conditions, (c) the performance of that mail contract by that member of the Mantle Ridge Group and is not subject to laws, rules, regulations, , judgments or decrees that apply to such a member of the Mantle Ridge Group or ii , a violation or violation or a risk of delay (or any event likely to constitute such a violation, violation or delay with notification or expiry or both) under or as a result or loss of a substantial benefit under or , modification, acceleration or removal of, all organization documents, agreements , contracts, commitments, agreements or agreements, in which this member participates or to which it is bound, and (d) the Mantle Ridge Group owns a total of approximately 24,097,165 common shares and has an additional economic commitment of 25,209,305 common shares in certain cash derivatives contracts. Contrary to what is stated in this mail contract, the Mantle Ridge Group does not have the right to vote for the company. 17. Full agreement; Changing. This memorandum of understanding, including the exhibits and schedules attached to this agreement, contains all the understanding that the contracting parties have of the purpose of this agreement. This correspondence agreement can only be amended by a written agreement executed by the parties and no waiver of compliance with a provision or condition of this mail contract and no consent under this mail contract are effective unless a written instrument used by the contracting party against which such a waiver or consent must be effective is not effective. No breach or delay in the exercise of a right, power or privilege is considered to be a waiver of that waiver, nor is the exercise, partial or partial, of that right or any other exercise of that right or any other faculty or exercise of that right or the exercise of it does not exclude any other or any exercise of that right or any other. (ii) one or more written statements from the bearer of the shares (and any intermediary on which the shares are held or held during the necessary three-year (three-year) holding period) in which it is verified that this person, from a date of seven (7) calendar days before the date on which the proxy access communication is transmitted to the company , is held continuously for the past three (3) years; , which is required under item (a) (iv) above, the Proxy Access Request Required Shares, and that person has given consent to the provision: 3. Registration rights. Immediately following the execution of this letter contract (but not thirty days after the date of this agreement), the Company and the Mantle Ridge Group enter into a registration agreement that confers on the Mantle Ridge Group the usual and reasonable registration rights of the common share shares which are to the advantage of Mantle Ridge Group and which include the usual and appropriate restrictions on those registration rights.