FORM OF INVESTOR RIGHTS AGREEMENT dated as of among BELLRING BRANDS, INC. and POST HOLDINGS, INC.Investor Rights Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS INVESTOR RIGHTS AGREEMENT dated as of , 2019 (this “Agreement”) is among (i) BellRing Brands, Inc., a Delaware corporation (the “Company”), (ii) Post Holdings, Inc., a Missouri corporation (“Post”), and (iii) other Persons (as defined below) party hereto from time to time.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products
This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2019, by and among BellRing Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 15 hereof.
CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. STREMICK HERITAGE FOODS, LLC and PREMIER...Manufacturing Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • California
THIS MANUFACTURING AGREEMENT (the “Agreement”) is made this first day of July, 2017 (the “Effective Date”) between Stremicks Heritage Foods, LLC (“Heritage”), a Delaware limited liability company with an address of 4002 Westminster Avenue, Santa Ana, CA 92703 and PREMIER NUTRITION CORPORATION (“Premier”), a Delaware corporation with a principal place of business at 5905 Christie Avenue, Emeryville, California 94608 (each a “Party”, collectively, the “Parties”).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BELLRING BRANDS, LLC Dated as of , 2019Limited Liability Company Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BellRing Brands, LLC, a Delaware limited liability company (the “Company”), dated as of , 2019, by and among the Company, BellRing Brands, Inc., a Delaware corporation (“Pubco”), Post Holdings, Inc., a Missouri corporation (“Holdings”), and each other Person admitted as a Member pursuant to Section 3.02(a).
FORM OF TAX RECEIVABLE AGREEMENT by and among BellRing Brands, Inc. BellRing Brands, LLC Post Holdings, Inc. and And Future Members of BellRing Brands, LLC From Time to Time Party Hereto Dated as of , 2019Tax Receivable Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2019, is hereby entered into by and between BellRing Brands, Inc., a Delaware corporation (the “Corporation”), BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), Post Holdings, Inc., a Missouri corporation (“Post”), and each of the other Members (as defined herein) from time to time Party hereto.
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2019, is made by and among Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”), and BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”).
FORM OF TAX MATTERS AGREEMENT by and among Post Holdings, Inc., BellRing Brands, Inc. and BellRing Brands, LLC Dated as of , 2019Tax Matters Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of , 2019 (the “Closing Date”) is entered into by and among Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”), and BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC” and, together with Post and BellRing Inc., the “Parties”).
FORM OF MASTER TRANSACTION AGREEMENT BY AND AMONG POST HOLDINGS, INC., BELLRING BRANDS, INC. AND BELLRING BRANDS, LLC Dated as of , 2019Master Transaction Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This MASTER TRANSACTION AGREEMENT, dated as of , 2019 (this “Agreement”), is by and among POST HOLDINGS, INC., a Missouri corporation (“Post”), BELLRING BRANDS, INC., a Delaware corporation (“BellRing Inc.”), and BELLRING BRANDS, LLC, a Delaware limited liability company (“BellRing LLC”; Post, BellRing Inc. and BellRing LLC are sometimes referred to herein individually as a “Party” and together as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
FORM OF MASTER SERVICES AGREEMENTMaster Services Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of , 2019, is made by and among Post Holdings, Inc., a Missouri corporation, (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”) and BellRing Brands, LLC, a Delaware limited liability company (“BellRing, LLC”).
