TRANSACTION AGREEMENT AND PLAN OF MERGER by and among BELLRING BRANDS, INC., POST HOLDINGS, INC., BELLRING DISTRIBUTION, LLC and BELLRING MERGER SUB CORPORATION dated as of October 26, 2021Transaction Agreement and Plan of Merger • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2021 (this “Agreement”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 12.10.
TAX MATTERS AGREEMENT by and among BELLRING INTERMEDIATE HOLDINGS, INC. (FORMERLY KNOWN AS BELLRING BRANDS, INC.), POST HOLDINGS, INC. and BELLRING BRANDS, INC. DATED AS OF [●], 2022Tax Matters Agreement • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
This Tax Matters Agreement (this “Agreement”), dated as of [●], 2022 is entered into by and among BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.), a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), and BellRing Brands, Inc., a Delaware limited liability company and a direct, wholly owned Subsidiary of Post (“SpinCo” and, together with BellRing and Post, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Transaction Agreement and Plan of Merger.
AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
This AMENDED AND RESTATED MASTER SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2022 (the “Effective Date”), is made by and among Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Intermediate Holdings, Inc., a Delaware corporation (“Old BellRing”), BellRing Brands, Inc., a Delaware corporation (“New BellRing”), and BellRing Brands, LLC, a Delaware limited liability company (“BellRing, LLC”).
REGISTRATION RIGHTS AGREEMENT dated as of among BELLRING BRANDS, INC. and POST HOLDINGS, INC.Registration Rights Agreement • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
