Form 8-K Post Holdings, Inc. For: Mar 08

Exhibit 10.1

TAX MATTERS AGREEMENT

by and among

BELLRING INTERMEDIATE HOLDINGS, INC.,

POST HOLDINGS, INC.

and

BELLRING BRANDS, INC.

DATED AS OF MARCH 10, 2022

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TABLE OF CONTENTS

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TAX MATTERS AGREEMENT

This Tax Matters Agreement (this “Agreement”), dated as of March 10, 2022, is entered into by and among BellRing Intermediate Holdings, Inc. (f/k/a BellRing Brands, Inc.), a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), and BellRing Brands, Inc. (f/k/a BellRing Distribution, LLC, a Delaware limited liability company), a Delaware corporation 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.

RECITALS

WHEREAS, BellRing, Post, SpinCo and the other Persons party thereto have entered into a Transaction Agreement and Plan of Merger, dated as of October 26, 2021, as amended by that certain Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022 (as it may be further amended from time to time, the “Transaction Agreement”), pursuant to which, in accordance with the terms and conditions thereof, at the Merger Effective Time, Merger Sub will merge with and into BellRing, with BellRing continuing as the surviving corporation, and BellRing becoming a wholly owned Subsidiary of SpinCo;

WHEREAS, prior to the Distribution, in accordance with the terms and conditions set forth in the Transaction Agreement, Post will cause the Separation to be completed;

WHEREAS, following the Separation, in accordance with the terms and conditions set forth in the Transaction Agreement, Post will effectuate the Debt Exchange;

WHEREAS, in connection with and as part of the Separation, in accordance with the terms and conditions set forth in the Transaction Agreement, Post will cause the Distribution to be completed;

WHEREAS, within six months following the Distribution and in connection with the Distribution, Post may effectuate the Equity Exchange;

WHEREAS, immediately following consummation of the Distribution, in accordance with the terms and conditions set forth in the Transaction Agreement, the Parties will effectuate the Merger;

WHEREAS, following the Merger, in accordance with the terms and conditions set forth in the Transaction Agreement, SpinCo may effectuate the Post-Merger Transactions;

WHEREAS, the material steps of the various transactions contemplated under the Separation Plan and Transaction Agreement (“Transactions”) and their intended Tax treatment for U.S. federal income tax purposes are set forth in more detail in the Separation Plan;

WHEREAS, the Parties to this Agreement intend that, for U.S. federal income tax purposes, (i) the Separation, together with the Distribution, will qualify as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) the Distribution will qualify as a distribution of SpinCo Common Stock to Post shareholders eligible for nonrecognition under Sections 355 and 361 of the Code; (iii) the Debt Exchange and Equity Exchange will each qualify as a distribution in connection with the Separation and Distribution eligible for nonrecognition under Section 361(c) of the Code; (iv) the Merger will qualify as a tax-free reorganization pursuant to Section 368(a) of the Code; (v) no gain or loss will be recognized as a result of such transactions for U.S. federal income tax purposes by any of Post, SpinCo, Merger Sub, BellRing or their respective Subsidiaries, BellRing stockholders (except as a result of cash paid to such stockholders) or the Post shareholders; (vi) the Post-Merger Transactions will be treated as contributions eligible for nonrecognition under Section 351 of the Code and (vii) the Transaction Agreement is a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368-3(a) of the Treasury Regulations; and

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WHEREAS, as a consequence of the Transaction Agreement, the Parties desire to make certain representations, warranties and covenants with respect to tax matters and to allocate the liability for certain Taxes that may be owed to or asserted by U.S. federal, state, local or non-U.S. Governmental Authorities.

NOW, THEREFORE, in consideration of these premises, and of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Definitions

Section 1.01 General. As used in this Agreement, the following terms shall have the following meanings.

“Accounting Firm” has the meaning set forth in Section 8.02.

“Active Business” means BellRing LLC’s “active nutrition” business (including such business conducted through any entities that are disregarded as separate from BellRing LLC for U.S. federal income tax purposes) conducted at substantially the same or greater levels as prior to the Distribution.

“Affiliate” has the meaning set forth in the Transaction Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“BellRing” has the meaning set forth in the preamble to this Agreement.

“BellRing LLC” has the meaning set forth in the Transaction Agreement.

“Business Day” has the meaning set forth in the Transaction Agreement.

“Claimant” has the meaning set forth in Section 4.01(a).

“Closing Date” has the meaning set forth in the Transaction Agreement.

“Closing of the Books Method” means the apportionment of items between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution and subject to adjustment for Tax payments made after the Distribution Date, which will be allocated to the Tax Period following the Distribution under the principles of Treasury Regulations Sections 1.1502-76 and 1.706-4; provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Tax Period.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Control” has the meaning set forth in the Transaction Agreement.

“Covered Transaction” means any Transaction contemplated by this Agreement or any Transaction Agreement and including, for the avoidance of doubt, any Transaction contemplated by the Separation Plan.

“Debt Exchange” has the meaning set forth in the Transaction Agreement.

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“Disqualified Ownership Shift” means a transaction or series of transactions, as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise), from SpinCo or any of its Affiliates and/or one or more holders of SpinCo Equity Interests, respectively, any amount of SpinCo Equity Interests that would, when combined with any other changes in ownership of SpinCo Equity Interests pertinent for purposes of Section 355(e) of the Code (including the Merger), result in a shift of more than forty percent (40%) of (a) the value of all outstanding SpinCo Equity Interests as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding voting SpinCo Equity Interests as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, for purposes of the preceding sentence, (x) the total value or total combined voting power of all SpinCo Equity Interests issued and outstanding immediately after the Distribution shall be reduced by any redemption or repurchase (directly or indirectly) by SpinCo (or any of its Affiliates) of SpinCo Equity Interests following the Distribution, and (y) whether a Disqualified Ownership Shift has occurred shall be calculated by disregarding (i) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d), (ii) transfers of SpinCo Equity Interests that satisfy Safe Harbor VII (relating to public trading) of Treasury Regulations Section 1.355-7(d) and (iii) issuances, transfers, recapitalizations, redemptions, and repurchases (in each case, whether direct or indirect) that are the subject of any applicable IRS ruling described in Section 6.03(c) or Unqualified Tax Opinion received by one or more of the Parties with respect thereto, so long as such issuances, transfers, recapitalizations, redemptions or repurchases are not inconsistent with any applicable formal or informal written guidance provided by the IRS in connection with any IRS ruling request or any applicable assumptions, representations, warranties, covenants or certificates relied upon in such Unqualified Tax Opinion. For purposes of determining whether and to what extent a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption or repurchase of shares of stock shall be treated as an indirect acquisition of shares of stock by the benefitted or non-exchanging stockholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the Parties in good faith.

“Distribution” has the meaning set forth in the Transaction Agreement.

“Distribution Date” has the meaning set forth in the Transaction Agreement.

“Due Date” means (i) with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law and (ii) with respect to a payment of Taxes, the date on which such payment is required to be made to avoid the incurrence of interest, penalties and/or additions to Tax.

“Equity Exchange” has the meaning set forth in the Transaction Agreement.

“Equity Interests” means stock or other securities, derivatives, instruments or arrangements treated as equity for Tax purposes, options, warrants, rights, subscriptions, convertible debt or any other instrument or security (or agreement or understanding or arrangement that could be treated as equity for Tax purposes) that affords any Person the right, whether conditional or otherwise, to acquire stock (or any rights thereof, including voting rights) or to be paid an amount determined by reference to the value of stock.

“Final Determination” means the final resolution of liability for any Tax for any Tax Period, by or as a result of (i) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any Tax Period, (iii) any allowance of a Refund in respect of an overpayment

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of Tax, but only after the expiration of all periods during which such Refund or credit may be recovered by the jurisdiction imposing the Tax or (iv) any other final resolution, including by reason of the expiration of the applicable statute of limitations.

“Governmental Authority” has the meaning set forth in the Transaction Agreement.

“Indemnified Party” means, with respect to a matter, a Person that is entitled to seek indemnification under this Agreement with respect to such matter.

“Indemnifying Party” means, with respect to a matter, a Person that is obligated to provide indemnification under this Agreement with respect to such matter.

“IRS” means the U.S. Internal Revenue Service or any successor thereto, including its agents, representatives and attorneys acting in their official capacity.

“Laws” has the meaning set forth in the Transaction Agreement.

“Merger” has the meaning set forth in the Transaction Agreement.

“Merger Effective Time” has the meaning set forth in the Transaction Agreement.

“Merger Sub” has the meaning set forth in the Transaction Agreement.

“Notified Action” has the meaning set forth in Section 6.03(a).

“Opinion” means the written opinions received by Post or BellRing with respect to certain Tax aspects of the Covered Transactions, including for the avoidance of doubt, BellRing Tax Opinion and 355 Tax Opinion, as such terms are defined in the Transaction Agreement.

“Parties” has the meaning set forth in the preamble to this Agreement.

“Per Share Stock Consideration” has the meaning set forth in the Transaction Agreement.

“Person” or “person” has the meaning set forth in the Transaction Agreement.

“Post” has the meaning set forth in the preamble to this Agreement.

“Post Consolidated Return” means any U.S. federal consolidated Tax Return required to be filed by Post or a member of the Post Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code) and any consolidated, combined, unitary or similar Tax Return required to be filed by Post or any member of the Post Group under a similar or analogous provision of state, local or non-U.S. Law.

“Post Entity” means Post and any entity that is a Subsidiary of Post immediately after the Distribution.

“Post Group” means (i) Post and each Person (including any Person treated as a disregarded entity for U.S. federal income tax purposes (or for purposes of any state, local or non-U.S. tax Law)) required to join in a Tax Return on a consolidated, combined or unitary basis with Post, (ii) any corporation (or other Person) that shall have merged or liquidated into Post or any such Person and (iii) any predecessor or successor to any Person otherwise described in this definition, in each of (i), (ii) and (iii), other than BellRing LLC and its Subsidiaries or SpinCo.

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“Post Taxes” means, without duplication, any (i) U.S. federal consolidated or state or local consolidated or combined Taxes for a group of which any Post Entity is the current parent, (ii) Taxes arising under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, which are Taxes of a Post Entity but for which a SpinCo Entity is liable by virtue of having been a member of a consolidated, combined, affiliated, unitary or other similar tax group with such Post Entity prior to the Distribution, (iii) Taxes of any SpinCo Entity with respect to any Pre-Distribution Period (in the case of a Straddle Period, determined in accordance with Section 2.03; and without in any way negating the Post Group’s rights under the Post-BellRing Tax Matters Agreement or Taxes allocated to BellRing or BellRing LLC under such Agreement) and (iv) Tax-Free Transaction Failure Taxes incurred by any action or failure to take any action within its control by a Post Entity.

“Post Tax Return” means any Tax Return required to be filed by any Post Entity that does not exclusively relate to the SpinCo Business, including for the avoidance of doubt, any Post Consolidated Return.

“Post-BellRing Tax Matters Agreement” means the Tax Matters Agreement entered into by and among Post, BellRing and BellRing LLC, dated as of October 21, 2019.

“Post-Distribution Period ” means any Tax Period (or portion thereof) beginning after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“Post-Merger Transactions” has the meaning set forth in the Transaction Agreement.

“Pre-Distribution Period ” means any Tax Period (or portion thereof) ending on or before the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“Refund” means any refund (or credit or offset in lieu thereof that results in an actual reduction in Taxes) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable to the extent it results in an actual reduction in Taxes), including any interest paid on or with respect to such refund of Taxes.

“Restricted Period ” has the meaning set forth in Section 6.02(b).

“Section 336(e) Election” has the meaning set forth in Section 2.08.

“Separation” has the meaning set forth in the Transaction Agreement.

“Separation Plan” means the steps for effecting the Covered Transactions.

“SpinCo” has the meaning set forth in the preamble to this Agreement.

“SpinCo Business” means the active nutrition business conducted by BellRing LLC and its Subsidiaries at any time since the initial public offering of BellRing on October 21, 2019.

“SpinCo Common Stock” the meaning set forth in the Transaction Agreement.

“SpinCo Entity” means SpinCo or any entity that is a Subsidiary of SpinCo following the Distribution.

“SpinCo Equity Interests” means any outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise, relating to SpinCo Common Stock or any capital stock equivalent or other nominal interest in SpinCo or any SpinCo Entity (including for the avoidance of doubt, BellRing or any BellRing Subsidiary).

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“SpinCo Group” means (i) SpinCo and each Person (including any Person treated as a disregarded entity for U.S. federal income tax purposes (or for purposes of any state, local or non-U.S. tax Law)) required to join in a Tax Return on a consolidated, combined or unitary basis with SpinCo in any Post-Distribution Period; (ii) any corporation (or other Person) that shall have merged or liquidated into SpinCo or any such Person and (iii) any predecessor or successor to any Person otherwise described in this definition, in each of (i), (ii) and (iii).

“SpinCo Separate Return” means any Tax Return of or including any SpinCo Entity (including any consolidated, combined or unitary return) that does not include any member of the Post Group.

“SpinCo Tainting Act” has the meaning set forth in Section 6.02(a).

“SpinCo Taxes” means, without duplication, any (i) Taxes arising from or attributable to the SpinCo Business or any SpinCo Entity that are not Post Taxes (whether or not required to be reported on a Tax Return with respect to a Post-Distribution Period), (ii) SpinCo Transaction Taxes, (iii) Taxes of any SpinCo Entity with respect to any Post-Distribution Period (in the case of a Straddle Period, determined in accordance with Section 2.03) (other than Taxes described in clause (ii) of Post Taxes), and (iv) Taxes reported, or required to be reported, on a SpinCo Separate Return with respect to a Post-Distribution Period.

“SpinCo Transaction Taxes” means any Taxes or Tax-related losses incurred by any Party to this Agreement or its Subsidiaries resulting from or attributable to a Tax-Free Transaction Failure if such Tax-Free Transaction Failure:

For the avoidance of doubt, but without limiting the foregoing, a Tax will be treated as a SpinCo Transaction Tax under clause (i) above if such Tax would not have arisen but for both (a) the distribution of the SpinCo Common Stock pursuant to the Transaction Agreement and (b) any transaction or event (or series of events) within the control of a SpinCo Entity occurring after the Distribution involving (directly or indirectly) the stock or assets of any SpinCo Entity.

“Straddle Period” means any Tax Period that begins on or before and ends after the Distribution Date.

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“Subsidiary” has the meaning set forth in the Transaction Agreement.

“Taxes” means any and all U.S. federal, state, local or non-U.S. taxes, assessments or similar charges and any interest, penalties or additional amounts related thereto.

“Tax Attributes” means net operating losses, capital losses, investment tax credit carryovers, carryovers under Section 163(j) of the Code, earnings and profits including those previously taxed, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future Tax Period.

“Tax Benefit Recipient” has the meaning set forth in Section 2.07(b).

“Tax-Free Status” means (i) the qualification of the Transactions contemplated by the Separation for their intended tax treatment (as determined by Post) under applicable Laws; (ii) the qualification of the Separation, together with the Distribution, as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of the Code and of each of Post and SpinCo as a “party to a reorganization” within the meaning of Section 368(b) of the Code, pursuant to which none of SpinCo, Post or Post’s shareholders recognizes any gain or loss for U.S. federal income tax purposes; (iii) the qualification of the Distribution as a transaction not subject to tax pursuant to Section 355(d) or Section 355(e) of the Code and as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code; (iv) the qualification of each of the Debt Exchange and Equity Exchange as a distribution in connection with the Separation and Distribution eligible for nonrecognition under Section 361(c) of the Code; (v) the qualification of the Merger as a reorganization eligible for nonrecognition pursuant to Section 368(a) of the Code and of each of BellRing, SpinCo and Merger Sub as a “party to a reorganization” within the meaning of Section 368(b) of the Code; (v) the Merger and any other Transactions contemplated by the Transaction Agreements not causing Section 355(e) of the Code to apply to the Distribution and (vi) the treatment of the assumption of liabilities in the Separation as not giving rise to Tax pursuant to Section 357(a) of the Code.

“Tax-Free Transaction Failure” means the failure of any applicable Covered Transaction to qualify for Tax-Free Status.

“Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases, decreases or otherwise impacts Taxes paid or payable.

“Tax Materials” means (i) the Opinions, (ii) any representation letter from Post, BellRing, BellRing LLC or SpinCo supporting an Opinion and (iii) any other materials delivered or deliverable by Post, BellRing, BellRing LLC or SpinCo or other Persons in connection with the rendering of the Opinions.

“Tax Matter” has the meaning set forth in Section 7.01.

“Tax Period” means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period) with respect to which any Tax may be imposed under any applicable Law.

“Tax Proceeding” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“Tax Receivable Agreement” has the meaning set forth in the Transaction Agreement.

“Tax Return” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of

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estimated Tax) supplied to, or filed with, or required to be supplied to, or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax and any amended Tax Return or claim for a Refund of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such Refund of Taxes.

“Taxing Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Transaction Agreement” has the meaning set forth in the preamble.

“Transaction Agreements” has the meaning set forth in the Transaction Agreement.

“Transfer Taxes” means sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed in connection with the Transactions contemplated in the Transaction Agreements or Separation Plan.

“Treasury Regulations” means the proposed, final and temporary income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unqualified Tax Opinion” means a “will” Opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, which firm is reasonably acceptable to Post, to the effect that a transaction will not affect the Tax-Free Status of any applicable Covered Transaction. Post acknowledges that Ernst & Young LLP, Cleary Gottlieb Steen & Hamilton LLP and Simpson Thacher & Bartlett LLP are each reasonably acceptable to Post.

Section 1.02 References to Time. All references in this Agreement to times of the day shall be to New York City time.

ARTICLE II

Preparation, Filing and Payment of Taxes Shown Due on Tax Returns

Section 2.01 Tax Returns.

(a) Post Consolidated Returns and Tax Returns Required to be Filed by Post. In accordance with Article II of the Post-BellRing Tax Matters Agreement to the extent applicable, Post shall prepare and file (or cause to be prepared and filed) (i) each Post Consolidated Return and (ii) each Tax Return required to be filed by a Post Entity. Each SpinCo Entity shall file such consents, elections and other documents as may be required, appropriate or reasonably requested by Post in connection with the filing of such Tax Returns. SpinCo shall reimburse Post for any Taxes shown as due and payable on such Tax Returns that are SpinCo Taxes (taking into account the limitations set forth in Article III, as applicable).

(b) SpinCo Entity Tax Returns. Except as provided in Section 2.01(c), SpinCo shall prepare and file (or cause to be prepared and filed) each SpinCo Separate Return required to be filed by a SpinCo Entity after the Distribution Date. Post shall reimburse SpinCo for any Taxes shown as due and payable on such Tax Returns that are Post Taxes (taking into account the limitations set forth in Article III, as applicable).

(c) Pre-Distribution Period Tax Return of BellRing LLC and its Subsidiaries. Post shall prepare and file (or cause to be prepared and filed) each Pre-Distribution Period Tax Return of, or including, BellRing LLC and any

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Subsidiary of BellRing LLC. SpinCo shall be entitled to review and comment on any such Pre-Distribution Period Tax Returns at least twenty (20) days prior to the Due Date for the applicable Pre-Distribution Period Tax Return. SpinCo shall notify Post no later than ten (10) days after receipt of a Pre-Distribution Period Tax Return of any changes recommended thereby to such Pre-Distribution Period Tax Return. Post shall consider in good faith all reasonable comments of SpinCo to such Pre-Distribution Period Tax Returns. If Post does not accept any such comment, then Post shall notify SpinCo of that fact. If within five (5) days of such notification, SpinCo requests in writing a review of a rejected comment, Post shall cause its regular tax advisors to review the comment and consult with SpinCo. The determination of the tax advisors following such review and consultation shall definitively determine the position taken on such Pre-Distribution Period Tax Return.

(d) Post-BellRing Tax Matters Agreement. For the avoidance of doubt, the Post-BellRing Tax Matters Agreement shall remain in full force and effect and shall apply in respect of all periods, including the portion of the Straddle Period, ending with or before the Distribution Date; and the Distribution shall in no way diminish the rights of Post or BellRing, as applicable, to receive payments or indemnification pursuant to the Post-BellRing Tax Matters Agreement.

Section 2.02 Tax Return Procedures.

(a) Post Tax Returns and Certain Tax Returns Prepared by Post. Except as otherwise provided in this Section 2.02(a) and Sections 2.09 and 6.02(d), Post may take any position on or make any elections or other determinations with respect to any Post Tax Return in its sole and absolute discretion and SpinCo shall have no rights with respect to any Post Tax Return. Notwithstanding the previous sentence, to the extent any income Tax Return prepared by Post pursuant to Section 2.01(a) includes SpinCo Taxes, would reasonably be expected to materially adversely affect the Tax position of any SpinCo Entity, or includes SpinCo as part of a consolidated, combined or unitary group, Post shall provide a draft of the portion of such Tax Return specifically relevant to SpinCo for its review and comment at least twenty (20) days prior to the Due Date for such Tax Return and shall consider in good faith whether to revise such relevant portions of such Tax Return in accordance with any reasonable written comments received from SpinCo.

(b) Certain SpinCo Entity Tax Returns Prepared by SpinCo. In the case of any Tax Return described in Section 2.01(b) that includes Post Taxes or would reasonably be expected to materially adversely affect the Tax position of any Post Entity, (i) such Tax Return shall (to the extent permitted by applicable Law) be prepared in a manner consistent with past practice and (ii) SpinCo shall provide a draft of such Tax Return to Post for its review and comment at least twenty (20) days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) days prior to the Due Date for such Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. In the event that past practice is not applicable to a particular item or matter, SpinCo shall determine the reporting of such item or matter in good faith in consultation with Post. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02. In the event that any such dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by SpinCo and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, SpinCo shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(b) except to the extent that such late filing is caused by the failure of any Post Entity to provide relevant information necessary for the preparation and filing of such Tax Return.

(c) Information Statements. Unless otherwise required by Law, Post, BellRing and SpinCo, as applicable, shall file the appropriate information statements, as required by Treasury Regulations Sections 1.355-5(a) and 1.368-3, with the IRS and shall retain the appropriate information relating to the Distribution and the Merger as described in Treasury Regulations Sections 1.355-5(d) and 1.368-3(d).

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(d) Amended Returns. Any amendment of any Tax Return described in Section 2.01 of any SpinCo Entity shall be subject to the same procedures required for the preparation of such Tax Return of such SpinCo Entity pursuant to this Section 2.02 and shall be prepared and filed in a manner consistent with the Tax Materials and Tax-Free Status. Except to the extent required by applicable Law, no SpinCo Entity shall amend any Tax Return relating to a Pre-Distribution Period or any Tax Return that includes Post Taxes or would reasonably be expected to materially adversely affect the Tax position of any Post Entity without the written consent of Post (which consent shall not be unreasonably withheld, conditioned or delayed). Except to the extent required by applicable Law, no Post Entity shall amend any Tax Return of a SpinCo Entity that includes SpinCo Taxes or would reasonably be expected to materially adversely affect the Tax position of any SpinCo Entity without the written consent of SpinCo (which consent shall not be unreasonably withheld, conditioned or delayed).

(e) Consistent Reporting.

(i) With respect to any Tax Return for which SpinCo is responsible pursuant to this Agreement, SpinCo shall include any Tax Items in such Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which Post is responsible to the extent such Tax Items are allocated in accordance with this Agreement.

(ii) With respect to any Tax Return that either Post, BellRing or SpinCo has the obligation or right to prepare and file, or cause to be prepared and filed, for any Pre-Distribution Period or any Straddle Period (or Post-Distribution Period to the extent items reported on such Tax Return might reasonably be expected to affect items as reported on any Tax Return for any Pre-Distribution Period or any Straddle Period), such Tax Return shall be prepared in accordance with past practices, including, for example, the methodology historically adopted by such Party for the accrual of non-U.S. Taxes for purposes of computing any foreign tax credit for U.S. tax purposes, used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such past practices), and to the extent any items are not covered by past practices (or in the event that there is no reasonable basis for the use of such past practices), in accordance with reasonable Tax accounting practices selected by the Party preparing and filing the Tax Return.

(f) Reporting Consistent with Tax-Free Status. All Tax Returns shall be prepared in a manner that is consistent with the Tax Materials and Tax-Free Status and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing pursuant to Section 2.01. In the event that any Party determines that there is no reasonable basis for the Tax treatment described in the preceding sentence, such Party shall notify the other Party twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Covered Transactions shall be reported.

Section 2.03 Straddle Period Tax Allocation. To the extent permitted by applicable Law, Post and SpinCo shall elect to close the Tax Period of each SpinCo Entity as of the close of the Distribution Date; provided, however, that if applicable Law does not permit a SpinCo Entity to close its Tax Period on the Distribution Date, the Tax attributable to the operations of the SpinCo Entities for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method. All Taxes with respect to a Straddle Period shall be allocated in accordance with the Closing of the Books Method.

Section 2.04 Timing of Payments. Any reimbursement of Taxes under Section 2.01 shall be made upon the later of (a) two (2) Business Days before the Due Date of such Taxes and (b) ten (10) Business Days after the Party required to make such reimbursement has received notice from the Party entitled to such reimbursement. Without limiting the foregoing, for the avoidance of doubt, a Party may provide notice of reimbursement of Taxes prior to the time such Taxes were paid, and such notice may represent a reasonable estimate (provided that the amount of reimbursement shall in all cases be based on the actual Taxes paid and not on such reasonable estimate).

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Section 2.05 Expenses. Except as provided in Section 8.02 in respect of the Accounting Firm, each Party shall bear its own expenses incurred in connection with this Article II.

Section 2.06 No Extraordinary Actions on the Distribution Date. Except as expressly contemplated by this Agreement or any Transaction Agreement, SpinCo shall not, and shall not permit any SpinCo Entity to, take any action outside of the ordinary course of business (“Extraordinary Transactions”) on the Distribution Date. Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted to occur by SpinCo or BellRing or any of their respective Subsidiaries on the Distribution Date as occurring on the day after the Distribution Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or non-U.S. Law. The Parties agree that no Party will make a ratable allocation election under Treasury Regulations Sections 1.1502-76(b)(2)(ii)-(iii) and 1.706-4(a)(3) or any other similar provision of state, local or non-U.S. Law, and all allocations between the Pre-Distribution Period and the Post-Distribution Period shall be made on a Closing of the Books Method.

Section 2.07 Allocation of Tax Attributes.

(a) Post shall determine in good faith, consistent with the books and records of Post, the allocation of Tax Attributes among Post Entities and SpinCo Entities in accordance with the Code and Treasury Regulations, including Treasury Regulations Sections 1.1502-76, 1.312-10 and 1.706-4 (and any applicable state, local and non-U.S. Laws). Post shall consult in good faith with BellRing (or SpinCo, following the Merger) regarding the allocation of Tax Attributes and shall consider in good faith whether to revise such allocation in accordance with reasonable written comments received from BellRing (or SpinCo, following the Merger) regarding such allocation of Tax Attributes. Post, BellRing and SpinCo hereby agree to compute all Taxes (and hereby agree to cause each Post Entity (in the case of Post) or SpinCo Entity (in the case of SpinCo), as applicable, to compute all Taxes) consistently with the determination of the allocation of Tax Attributes pursuant to this Section 2.07 unless otherwise required by a Final Determination. Except as otherwise provided, to the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to this Section 2.07, as agreed by the Parties.

(b) A Party receiving (or realizing) a Tax benefit to which another Party is entitled hereunder (a “Tax Benefit Recipient”) shall pay over the amount of such Tax benefit (including interest received from the relevant Taxing Authority, but net of any Taxes imposed with respect to such Tax benefit and any other reasonable costs) within thirty (30) days of receipt thereof (or from the Due Date for payment of any Tax reduced thereby); provided, however, that the other Party, upon the request of such Tax Benefit Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event that, as a result of a subsequent Final Determination, a Tax benefit that gave rise to such payment is subsequently disallowed.

(c) To the extent permitted by applicable Law, any SpinCo Entity shall elect to forgo a carryback of any net operating losses, capital losses or credits for any Tax Period ending after the Distribution Date to a Tax Period, or portion thereof, ending on or before the Distribution Date. Notwithstanding the previous sentence, if any SpinCo Entity receives a Refund or otherwise realizes a Tax benefit as a result of any mandatory carryback of any item from any SpinCo Entity, it shall remit to Post the amount of such Refund or Tax benefit, less any Tax or other reasonable out-of-pocket costs incurred by such SpinCo Entity, as the case may be; provided, however, if a Taxing Authority subsequently reduces or disallows such Refund or Tax benefit, Post shall, within thirty (30) days of the reduction or disallowance, return the amount previously remitted to Post.

Section 2.08 Section 336(e) Election. Post shall make a timely protective election under and in accordance with Section 336(e) of the Code and the Treasury Regulations issued thereunder (and any similar election under state, local or non-U.S. Law) with respect to the Distribution for each SpinCo Entity that is a domestic

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corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). Post shall be solely responsible for the contents of a Section 336(e) Election and any agreements or filings required in connection with a Section 336(e) Election. Each SpinCo Entity shall take any action reasonably requested by Post in connection with the filing of a Section 336(e) Election. It is intended that a Section 336(e) Election shall have no effect unless the Distribution is a “qualified stock disposition” either because (i) the Distribution is not a transaction described in Treasury Regulations Section 1.336-1(b)(5)(i)(B) or (ii) Treasury Regulations Section 1.336-1(b)(5)(ii) applies to the Distribution. For the avoidance of doubt, if the Section 336(e) Election becomes effective, the calculation of Post Taxes and SpinCo Taxes, as the case may be, shall take into account any income, gain, loss, deduction or credit arising from the Section 336(e) Election.

Section 2.09 Post TRA.

(a) If and to the extent that there is a Tax-Free Transaction Failure, the Post Group incurs any Taxes attributable to the Section 336(e) Election, or the Post Group otherwise incurs a material Tax liability which gives rise to a quantifiable Tax benefit to SpinCo, in each case that (i) gives rise to adjustments to the tax basis of assets held by the SpinCo Group and (ii) for which the Post Group is not entitled to indemnification pursuant to Article III of this Agreement, then (x) Post shall be entitled to periodic payments from SpinCo (at such times and in such manner as will be mutually agreed in a tax receivable agreement) equal to 85% of the Tax savings arising from the aggregate increase to the tax basis of assets held by the SpinCo Group resulting from the Taxes attributable to a Tax-Free Transaction Failure or Section 336(e) Election and for which the Post Group was not entitled to indemnification pursuant to Article III of this Agreement, and (y) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments on a “when realized” basis and using a “with and without” methodology (treating any deductions or amortization attributable to the applicable increase in tax basis as the last items claimed for any Tax Period, including after the utilization of any available net operating loss carryforwards), and otherwise applying the principles of, and adhering as closely as practicable to, the existing Tax Receivable Agreement. Notwithstanding anything to the contrary, SpinCo shall not have any obligation to pay to the Post Group under such tax receivable agreement for Tax savings attributable to any losses, Taxes, damages, expenses or other liability to the extent the Post Group is entitled to indemnification with respect to such items pursuant to Article III of this Agreement.

(b) For the avoidance of doubt, the existing Tax Receivable Agreement shall remain in full force and effect and shall apply in respect of all periods ending with or before the Merger Effective Date; and the Transactions contemplated by the Transaction Agreements shall in no way diminish the rights of Post or BellRing, as applicable, to receive payments (except, for the avoidance of doubt, to the extent the Transactions reduce the amount of any tax benefit deemed to be realized for purposes of such Tax Receivable Agreement as determined in the reasonable discretion of Post) or indemnification pursuant to such Tax Receivable Agreement.

Section 2.10 Transfer Taxes. Transfer Taxes shall be borne fifty percent (50%) by Post and fifty percent (50%) by SpinCo. The Parties shall execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Transfer Taxes to be assessed and paid in accordance with applicable Law.

ARTICLE III

Indemnification

Section 3.01 Indemnification by Post. Post shall pay (or cause to be paid), and shall indemnify and hold the SpinCo Group harmless from and against, without duplication, all Post Taxes.

Section 3.02 Indemnification by SpinCo. SpinCo shall pay (or cause to be paid), and shall indemnify and hold the Post Group harmless from and against, without duplication, all SpinCo Taxes.

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Section 3.03 Characterization of and Adjustments to Payments. In the absence of a Final Determination to the contrary, for all Tax purposes, Post and SpinCo shall treat or cause to be treated any indemnification payment required by this Agreement or the Transaction Agreements (other than any payment treated for Tax purposes as interest) as either a contribution by Post to SpinCo or a distribution by SpinCo to Post, as the case may be, occurring immediately prior to the Distribution Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment should be other than as required pursuant to this Agreement, such Party shall use its commercially reasonable efforts to contest such challenge and each other Party shall use commercially reasonable efforts to cooperate therewith.

Section 3.04 Timing of Indemnification Payments.

(a) Indemnification payments in respect of any liabilities for which an Indemnified Party is entitled to indemnification pursuant to this Article III shall be paid by the Indemnifying Party to the Indemnified Party pursuant to the procedures specified in Section 8.11 of the Transaction Agreement.

(b) If the receipt or accrual of any payment pursuant to this Agreement or the Transaction Agreements (other than payments of interest pursuant to Section 8.04) results in taxable income to the Indemnified Party or any of its Affiliates, such payment shall be increased so that, after the payment of any Taxes with respect to such taxable income, the Indemnified Party and its Affiliates shall have realized the same net amount they would have realized had the payment not resulted in taxable income.

Section 3.05 Exclusive Remedy. Anything to the contrary in this Agreement notwithstanding, Post, SpinCo and BellRing hereby agree that the sole and exclusive monetary remedy of a Party for any breach or inaccuracy of any representation, warranty, covenant or agreement contained in Article VI of this Agreement or in the Tax Materials shall be the indemnification rights set forth in this Article III.

ARTICLE IV

Refunds

Section 4.01 Refunds.

(a) Each Party shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder (the “Claimant”). A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled (less any tax or other reasonable out-of-pocket costs incurred by the first Party in receiving such Refund) within ten (10) Business Days after the receipt of the Refund.

(b) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

ARTICLE V

Tax Proceedings

Section 5.01 Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that would reasonably be expected to give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the

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Indemnifying Party in writing of such Tax Proceeding and thereafter shall promptly forward or make available to the Indemnifying Party copies of all notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement.

Section 5.02 Tax Proceeding Procedures.

(a) Separate Taxes. Each of Post and SpinCo shall be entitled to administer and control in its sole discretion any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax or Tax Return that Post or SpinCo would respectively be primarily liable for under this Agreement (“Contesting Party”); provided that, to the extent that such Tax Proceeding relates to Taxes of the other Party or would reasonably be expected to materially adversely affect the Tax position of the other Party for any Post-Distribution Period, the Contesting Party shall (i) keep the other Party informed in a timely manner of the actions proposed to be taken by the Contesting Party with respect to such Tax Proceeding, (ii) permit the other Party to participate (at such other Party’s cost and expense) in the aspects of such Tax Proceeding that relate to such other Party’s Taxes and (iii) not settle any aspect of such Tax Proceeding without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed).

(b) Transaction Taxes. Notwithstanding Section 5.02(a), (i) Post and SpinCo shall have the right to jointly control any audit or proceeding relating to the Tax-Free Status of the Transactions, and (ii) neither Post nor SpinCo shall compromise or settle any such audit or proceeding without the other Party’s consent (such consent not to be unreasonably withheld, conditioned or delayed).

ARTICLE VI

Tax-Free Status of the Distribution

Section 6.01 Representations, Warranties and Covenants.

(a) BellRing Representations, Warranties and Covenants. BellRing hereby represents, warrants and covenants as of the date hereof and as of the Merger Effective Time that:

(i) (A) It has examined the Tax Materials, (B) all facts presented and representations made to the extent relating to BellRing, its Subsidiaries and (to the knowledge of BellRing) its stockholders, are true, correct and complete and (to the knowledge of BellRing) all other facts presented and representations made therein are true, correct and complete and (C) neither BellRing, its Subsidiaries nor (to the knowledge of BellRing) any of its stockholders has any plan or intention to take any action inconsistent with the Tax Materials. BellRing shall have notified Post by the date hereof if BellRing believes that any facts presented or representations made in such Tax Materials are not true, correct or complete, it being understood that if BellRing has failed to notify Post within such period and Post has notified BellRing of such failure, then BellRing shall be deemed to have represented and warranted that all such facts presented and representations made relating to BellRing, its Subsidiaries and (to the knowledge of BellRing) its stockholders in such Tax Materials are true, correct and complete and (to the knowledge of BellRing) all other facts presented and representations made in such Tax Materials are true, correct and complete. BellRing agrees to provide such supplemental representations and warranties as are reasonably requested by Post or SpinCo in connection with Post and SpinCo obtaining the Opinions.

(ii) BellRing is not aware of any fact that could cause the Transactions to fail for Tax-Free Status.

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(b) SpinCo Representations, Warranties and Covenants. SpinCo hereby represents, warrants and covenants as of the date hereof and as of the Merger Effective Time that:

(i) (A) It has examined the Tax Materials, (B) all facts presented and representations made to the extent relating to any SpinCo Entity and (to the knowledge of SpinCo) its stockholders are true, correct and complete and (to the knowledge of SpinCo) all other facts presented and representations made therein are true, correct and complete and (C) neither any SpinCo Entity nor (to the knowledge of SpinCo) any of its stockholders has any plan or intention to take any action inconsistent with the Tax Materials. SpinCo shall have notified Post by the date hereof if SpinCo believes that any facts presented or representations made in such Tax Materials are not true, correct or complete, it being understood that if SpinCo has failed to notify Post within such period and Post has notified SpinCo of such failure, then SpinCo shall be deemed to have represented and warranted that all such facts presented and representations made relating to any SpinCo Entity and (to the knowledge of SpinCo) its stockholders in such Tax Materials are true, correct and complete and (to the knowledge of SpinCo) all other facts presented and representations made in such Tax Materials are true, correct and complete. SpinCo agrees to provide such supplemental representations and warranties as are reasonably requested by Post in connection with Post obtaining the Opinions.

(ii) SpinCo is not aware of any fact that could cause the Transactions to fail for Tax-Free Status.

(c) Post Representations, Warranties and Covenants. Post hereby represents, warrants and covenants as of the date hereof and as of the Merger Effective Time that:

(i) (A) all facts presented and representations made in such Tax Materials to the extent relating to (x) Post and any of its Subsidiaries (excluding for the avoidance of doubt, any SpinCo Entities) or (y) the SpinCo Entities at any time at or prior to the Distribution are true, correct and complete and (to the knowledge of Post) all other facts presented and representations are true, correct and complete and (B) neither Post nor any of its Subsidiaries (excluding for the avoidance of doubt, any SpinCo Entities) has any plan or intention to take any action inconsistent with the Tax Materials.

(d) No Contrary Plan. Each of Post, BellRing, BellRing LLC and SpinCo represents and warrants, as of the date hereof and as of the Merger Effective Time, that neither it nor any of its Affiliates, (i) has any plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials (or that may jeopardize any Tax-Free Status of any applicable transaction) or (ii) knows of any plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials or which may jeopardize any Tax-Free Status of any applicable transaction. None of Post, BellRing LLC or SpinCo has had agreements, understandings, arrangements or “substantial negotiations” (within the meaning of Section 1.355-7(h)(1) of the Treasury Regulations) during the two-year period ending on the date of the Distribution with any Person (other than BellRing).

(e) No Contrary Knowledge. Each of Post, BellRing, BellRing LLC and SpinCo represents and warrants, as of the date hereof and as of the Merger Effective Time, that it knows of no fact (after due inquiry) that would prevent any Covered Transaction from being consistent with the Tax-Free Status of such Transactions.

(f) Tax Materials. For the avoidance of doubt, the Parties shall have had the opportunity to review drafts of the facts represented and representations made with respect to the Tax Materials and to provide reasonable comments, which shall be considered in good faith.

Section 6.02 Restrictions Relating to the Distribution.

(a) General. Following the Distribution, (i) each of Post and BellRing will not (and will cause each Post Entity or BellRing Subsidiary not to) take any action (or refrain from taking any action within its control) which (A) is inconsistent with the facts presented and the representations made prior to the Distribution Date in the Tax

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Materials (provided that statements of intent shall be effective only during the Restricted Period) or (B) could reasonably be expected to cause any Tax-Free Transaction Failure; and (ii) SpinCo will not (and will cause each SpinCo Entity not to) take any action (or refrain from taking any action within its control) which (A) is inconsistent with the facts presented and the representations made prior to the Distribution Date in the Tax Materials (provided that statements of intent shall be effective only during the Restricted Period) or (B) could reasonably be expected to cause any Tax-Free Transaction Failure (any such action or refraining from an action with respect to clause (ii) above, including any action specified in (b) below, a “SpinCo Tainting Act”).

(b) Restrictions. Except as expressly contemplated in any Transaction Document, following the Distribution and prior to the first Business Day following the second anniversary of the Distribution (the “Restricted Period”):

(i) SpinCo shall not sell or otherwise issue to any Person any Equity Interests of SpinCo, except that (A) SpinCo may adopt, and sell or otherwise issue Equity Interests of SpinCo pursuant to, a customary stockholders rights plan, and (B) SpinCo may sell or otherwise issue Equity Interests of SpinCo to the extent that any such sales or issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d) or to the extent such issuance would not result in a Disqualified Ownership Shift; provided that in the event SpinCo adopts, sells or otherwise issues Equity Interests of SpinCo pursuant to, a customary stockholders rights plan pursuant to Section 6.02(b)(i)(A), SpinCo shall represent to Post at such time that (x) based on an analysis of the facts and circumstances on the date that the shareholder rights plan is adopted, taking control premiums and minority and blockage discounts into account in determining the fair market value of stock underlying the rights, the exercise, at any time in the future, of the shareholder rights pursuant to the shareholder rights plan will not be more likely than not to occur as of the date of the plan adoption and (y) during the two-year period preceding the Distribution, there will not have been any agreement, understanding, arrangements or substantial negotiations with any person who will be a shareholder of SpinCo after the Distribution to exercise their rights pursuant to the shareholder rights plan.

(ii) SpinCo shall, directly or indirectly through its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code), (A) continue the active conduct of the Active Business and (B) continue to hold sufficient assets to satisfy the requirements to support the Active Business;

(iii) SpinCo shall not dissolve or liquidate or take any action that is a liquidation for U.S. federal income tax purposes (excluding for the avoidance of doubt, the Post-Merger Transactions);

(iv) SpinCo shall not (A) approve or allow an extraordinary contribution to it by its stockholders in exchange for stock, (B) redeem or otherwise repurchase (directly or indirectly through an Affiliate) any SpinCo Equity Interests, (C) amend the certificate of incorporation (or other organizational documents) of SpinCo, or take any other action, whether through a stockholder vote or otherwise, if such amendment or other action would affect the relative voting rights of any SpinCo Equity Interests (including through the conversion of any capital stock into another class of Equity Interests of SpinCo) or (D) redeem or otherwise repurchase (directly or indirectly through an Affiliate) any of the debt obligations issued pursuant to the Debt Exchange other than pursuant to a mandatory redemption, repurchase or similar requirement contained in the indenture or other similar transaction document applicable to such debt obligations, provided, however, that SpinCo may take any of the actions described in clauses (A) or (C) above to the extent such actions would not result in a Disqualified Ownership Shift and may make redemptions or repurchases described in clause (B) above to the extent such actions would not result in a Disqualified Ownership Shift and such redemptions or repurchases satisfy the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48);

(v) SpinCo shall not in a single transaction or series of transactions sell or transfer, or permit any SpinCo Entity to sell or transfer, thirty percent (30%) or more of the gross assets of the Active Business, other than (A) sales or transfers of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes, (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of SpinCo or (E) any sales or transfers of assets within the SpinCo Group; and

(vi) Notwithstanding any other provision contained this Section 6.02(b), the Parties hereto acknowledge that the Equity Exchange would give rise to a Disqualified Ownership Shift, and accordingly no SpinCo Entity shall enter into any transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions) involving the issuance, redemption

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or transfer of any SpinCo Equity Interests (other than any issuance, redemption or transfer that is the subject of Section 6.02(c) or issuances that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)) until such time as SpinCo is notified by Post that the Equity Exchange will not occur and that the SpinCo Common Stock held by Post following the Distribution will be distributed to Post shareholders (including in a redemption or repurchase).

(c) Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(a)(i)(A), 6.02(a)(ii)(A) or Section 6.02(b), SpinCo may proceed with any of the actions or transactions described therein, if (i) Post shall have received a ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to Post to the effect that such action or transaction will not affect the Tax-Free Status of any Covered Transaction, (ii) SpinCo shall have provided to Post an Unqualified Tax Opinion or a ruling in form and substance reasonably satisfactory to Post prior to effecting such action or transaction and Post shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion or ruling is reasonably satisfactory to Post within fifteen (15) days of receipt of such Unqualified Tax Opinion or ruling by Post or (iii) Post shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is reasonably satisfactory, Post may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits; taking due account of the intention of the Parties to replace the “50-percent or greater interest” as defined in Section 355(e)(2)(A)(ii) of the Code with the forty percent (40%) threshold in the definition of Disqualified Ownership Shift contained herein. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, SpinCo shall be permitted to (A) consummate the Merger and (B) maintain the composition of its board of directors in place immediately following the Distribution, subject to re-election in the ordinary course.

(d) Tax Reporting. Each of (i) Post (on behalf of itself and any Post Entity), (ii) BellRing (on behalf of itself and any BellRing Subsidiary) and (iii) SpinCo (on behalf of itself and any SpinCo Entity) covenants and agrees that it will report the Covered Transactions consistently with the Tax-Free Status and will not take, and will cause its respective Affiliates to refrain from taking, any position on any Tax Return that is inconsistent with the Tax-Free Status of any applicable Covered Transaction.

Section 6.03 Procedures Regarding Opinions and Rulings.

(a) If SpinCo notifies Post that it desires to take one of the actions described in Section 6.02(b) (a “Notified Action”), Post and SpinCo shall cooperate in obtaining a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action unless Post shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a the Parties seek a ruling from the IRS, Post shall apply for such ruling and Post shall control the process of obtaining such ruling, except to the extent Post elects to delegate control to SpinCo; in which case SpinCo shall control the process for obtaining such ruling but keep Post informed in a timely manner. In no event shall either Post or SpinCo file any ruling request under this Section 6.03(a) unless the other Party represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to such other Party, its current or former stockholders or any Subsidiary contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete in all material respects. SpinCo shall reimburse Post for all reasonable out-of-pocket costs and expenses incurred by any Post Entity in connection with any Notified Action within fifteen (15) days after receiving an invoice from Post therefor. For the avoidance of doubt, the presence of any such ruling or Unqualified Tax Opinion shall not relieve SpinCo from any indemnification obligations otherwise present under this Agreement.

(b) Post shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Post notifies SpinCo that it has determined to obtain such ruling or opinion, SpinCo shall (and shall cause each SpinCo Entity to) cooperate with Post and take any and all actions reasonably requested by Post in connection with obtaining such ruling or opinion (including by making any representation

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that is true or any reasonable covenant or providing any materials reasonably requested by the IRS or the law firm or accounting firm issuing such opinion). In connection with obtaining such ruling, Post shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. Post shall reimburse SpinCo for all reasonable out-of-pocket costs and expenses incurred by any SpinCo Entity in connection with any supplemental ruling or Unqualified Tax Opinion requested by Post within fifteen (15) days after receiving an invoice from SpinCo therefor.

(c) Except as expressly provided in this Agreement, following the Merger Effective Time, no SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning any Covered Transaction (including the impact of any transaction or event on any Covered Transaction).

ARTICLE VII

Cooperation

Section 7.01 General Cooperation. The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing or via e-mail from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refunds, Tax Proceedings and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter.

Section 7.02 Retention of Records. Post, BellRing, BellRing LLC and SpinCo shall retain or cause to be retained all Tax Returns, schedules and work papers and all material records or other documents relating thereto in their possession, including all such electronic records and shall maintain all hardware necessary to retrieve such electronic records, in all cases until (i) ninety (90) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the Tax Periods to which such Tax Returns and other documents relate or (ii) the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material records and documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

ARTICLE VIII

Miscellaneous

Section 8.01 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement will be brought exclusively in the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, in the federal courts located in the State of Delaware. Each of the Parties hereby consents to personal jurisdiction in any such action, suit or proceeding brought in any such court (and of the appropriate

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appellate courts therefrom) and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 8.15 shall be deemed effective service of process on such Party.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.01(b).

Section 8.02 Dispute Resolution. In the event of any dispute between the Parties as to any matter covered by Section 2.02 or Section 2.07, the Parties to such dispute shall appoint a mutually acceptable independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Post and SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

Section 8.03 Tax Sharing Agreements. All Tax sharing, indemnification and similar agreements, written or unwritten, as between a Post Entity, on the one hand, and a SpinCo Entity, on the other (other than this Agreement, the Tax Receivable Agreement, Post-BellRing Tax Matters Agreement and any Transaction Agreement, and any other agreement for which Taxes is not the principal subject matter), shall be or shall have been terminated no later than the Distribution Date and, after the Distribution Date, no Post Entity or SpinCo Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 8.04 Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment (once the amount of the payment has been finally determined), the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 8.05 Survival of Covenants. Except as otherwise contemplated by this Agreement, the covenants and agreements contained herein to be performed following the Distribution shall survive the Merger Effective Time in accordance with their respective terms.

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Section 8.06 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue any indemnification or payment hereunder).

Section 8.07 Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the Transactions contemplated hereby are fulfilled to the extent possible.

Section 8.08 Entire Agreement; No Third-Party Beneficiaries. This Agreement, each other Transaction Agreement, the Tax Receivable Agreement, the Post-BellRing Tax Matters Agreement, any agreement entered into at the Closing in accordance with the terms of any Transaction Agreement, the Post Disclosure Schedule and the BellRing Disclosure Schedule constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is solely for the benefit of, and is only enforceable by, the Parties and their permitted successors and assigns and should not be deemed to confer upon third Parties any remedy, benefit, claim, liability, reimbursement, claim of action or other right of any nature whatsoever, including any rights of employment for any specified period, in excess of those existing without reference to this Agreement.

Section 8.09 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise (other than, following the Closing, by operation of Law in a merger), by any of the Parties without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 8.09 shall be null and void.

Section 8.10 Specific Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts specified in Section 8.01(b), without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law or in equity.

Section 8.11 Amendment or Supplement. This Agreement may be amended or supplemented in any and all respects by written agreement of the Parties hereto.

Section 8.12 Interpretation.

(a) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are

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applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all agreements and instruments including attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

(b) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Section 8.13 Counterparts. This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.

Section 8.14 Coordination with the Employee Matters Agreement. To the extent any covenants or agreements between the Parties with respect to employee withholding Taxes are set forth in the Employee Matters Agreement, such Taxes shall be governed exclusively by the Employee Matters Agreement and not by this Agreement.

Section 8.15 Notices. All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (a) when delivered personally to the recipient, (b) on the date of transmission with confirmation of transmission if sent via e-mail during normal business hours of the recipient during a Business Day, otherwise on the next Business Day or (c) five (5) Business Days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

(a) If to Post or, prior to the Merger Effective Time, SpinCo, to:

Post Holdings, Inc.

2503 S. Hanley Rd.

St. Louis, Missouri, 63144

Attention: General Counsel

Email: [email protected]

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention:         William L. McRae

                           Benet J. O’Reilly

Email:               [email protected]

                           [email protected]

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(b) If to BellRing, or after the Merger Effective Time, SpinCo, to:

BellRing Brands, Inc.

2503 S. Hanley Rd.

St. Louis, Missouri 63144

Attention:         Senior Vice President & General Counsel

Email:               [email protected]

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:         Eric Swedenburg

                          Andrew Purcell

Email:              [email protected]

                          [email protected]

Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Any notice to Post will be deemed notice to all members of the Post Group, and any notice to SpinCo will be deemed notice to all members of the SpinCo Group.

Section 8.16 Effectiveness. Except for purposes of giving effect to the provisions of the Transaction Agreement, no provision of this Agreement (other than Section 2.01(d), Section 2.09(b) and Section 6.01) shall be effective until immediately after the Distribution.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to Tax Matters Agreement]

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Exhibit 10.2

Execution Version

JOINDER AGREEMENT NO. 1

THIS JOINDER AGREEMENT NO. 1, dated as of March 8, 2022 (this “Agreement”), is by and among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), the GUARANTORS party hereto, the FUNDING INCREMENTAL TERM LOAN LENDERS (as defined below), BARCLAYS BANK PLC, as Administrative Agent and JPMORGAN CHASE BANK, N.A., as sub-agent to the Administrative Agent (the “Series A Incremental Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of March 18, 2020 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of September 3, 2021, and that certain Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 17, 2021 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended pursuant to this Agreement, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, the Lenders party thereto from time to time and Barclays Bank PLC, as Administrative Agent;

WHEREAS, subject to the terms and conditions of the Existing Credit Agreement, the Borrower may request new Incremental Term Loan Commitments (as defined below) by entering into one or more Joinder Agreements with Incremental Term Loan Lenders;

WHEREAS, pursuant to Section 2.14 of the Existing Credit Agreement, the Borrower has requested an Incremental Term Loan Commitment with an Increased Amount Date which is the Joinder Agreement No. 1 Effective Date (as defined below);

WHEREAS, subject to the terms and conditions of the Existing Credit Agreement, this Agreement may, without the consent of any other Lenders, effect such amendments to the Existing Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.14 of the Existing Credit Agreement;

WHEREAS, Barclays Bank PLC, Citicorp North America, Inc., Goldman Sachs Lending Partners LLC, J.P. Morgan Securities LLC and Morgan Stanley Bank, N.A. (each, in such capacity, a “Funding Incremental Term Loan Lender” and, collectively, the “Funding Incremental Term Loan Lenders”) hereby agree to commit to provide incremental term loans (the “Series A Incremental Term Loans”) in the amount set forth opposite such Funding Incremental Term Loan Lender’s name on Schedule A annexed hereto (the amount set forth on Schedule A annexed hereto, the “Incremental Term Loan Commitment”);

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WHEREAS, the proceeds of the Series A Incremental Term Loans will be used to effectuate the SpinCo Transactions; and

WHEREAS, on or around March 10, 2022, the Funding Incremental Term Loan Lenders and the Borrower may enter into an agreement to exchange, in a cashless transaction, all outstanding Series A Incremental Term Loans for consideration comprised of, for each $1.00 of Series A Incremental Term Loans exchanged, $1.00 of issued and outstanding 7.00% Senior Notes due 2030 of BellRing Distribution, LLC, a Delaware limited liability company (to become known as BellRing Brands, Inc., a Delaware corporation) (the “Senior Notes Debt Exchange”).

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each Funding Incremental Term Loan Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Series A Incremental Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Series A Incremental Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Series A Incremental Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each Funding Incremental Term Loan Lender hereby agrees to provide Series A Incremental Term Loans on the terms and subject to the conditions set forth below. The Incremental Term Loan Commitments of the Funding Incremental Term Loan Lenders shall terminate in their entirety on the Joinder Agreement No. 1 Effective Date (after giving effect to the incurrence of the Series A Incremental Term Loans).

(a) no Event of Default under Section 8.1(a), (f) or (g) of the Existing Credit Agreement, shall exist immediately before or immediately after giving effect to the proposed Borrowing contemplated hereby and the extensions of credit to be made on the Increased Amount Date;

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(b) the representations and warranties of the Borrower and each other Loan Party contained in Sections 5.01(a), 5.01(b), 5.02(a), 5.13, 5.17, 5.18, 5.19 (other than the first or second sentence thereof) and 5.20 of the Existing Credit Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Joinder Agreement No. 1 Effective Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date;

(c) all fees and reasonable out-of-pocket expenses due and payable to the Lenders, the Arrangers (as defined below) and the Series A Incremental Administrative Agent required to be paid on or prior to the Joinder Agreement No. 1 Effective Date pursuant to the certain engagement letter, dated February 15, 2022, by and among the Borrower and the Arrangers (the “Engagement Letter”) shall have been paid or shall have been authorized to be deducted from the proceeds of the Series A Incremental Term Loans, so long as any such fees or expenses not expressly set forth in the Engagement Letter have been invoiced not less than three (3) business days prior to the Joinder Agreement No. 1 Effective Date; and

(d) the Series A Incremental Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (other than opinions of counsel) and each in form and substance reasonably satisfactory to the Series A Incremental Administrative Agent:

(i) an opinion from (A) Lewis Rice LLC, and (B) Epstein, Becker & Green P.C. (New York counsel to the Borrower), in each case as reasonably requested by the Series A Incremental Administrative Agent;

(ii) (x) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, as the Series A Incremental Administrative Agent may reasonably require, (A) certifying that attached thereto is a true and complete copy of the resolutions or written consents of the governing body of the Borrower authorizing the execution, delivery and performance of this Agreement, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) identifying by name and title and bearing the signatures of the officers or authorized signatories of the Borrower authorized to sign this Agreement and (C) certifying (x) that attached thereto is a true and complete copy of the articles of incorporation of the Borrower, certified by the relevant authority of the jurisdiction of organization of the Borrower, and a true and correct copy of its bylaws and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (y) a good standing (or equivalent) certificate as of a recent date for the Borrower, from the relevant authority of its jurisdiction of organization;

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(iii) a certificate executed by the Chief Financial Officer of the Borrower as to the solvency of the Borrower and its Subsidiaries (taken as a whole) on the Increased Amount Date after giving effect to the transactions contemplated hereby;

(iv) a Committed Loan Notice in accordance with Section 2.02 of the Existing Credit Agreement (except that the Administrative Agent, the Series A Incremental Administrative Agent, and the Funding Incremental Term Loan Lenders hereby agree that such Committed Loan Notice may be delivered one (1) Business Day prior to the date of this Agreement); and

(v) a certificate attesting to compliance with clauses (a) and (b) of this Section 1 on the Increased Amount Date.

As used in this Agreement, “Arrangers” means each of J.P. Morgan Chase Bank, N.A. and any of its designated affiliates, Barclays Bank PLC, Citibank, N.A., Goldman Sachs Lending Partners LLC and any of its designated affiliates and Morgan Stanley Senior Funding, Inc.

(a) opinions of local counsel in each of the following jurisdictions: Delaware, Illinois, Minnesota, Nebraska, New York, and Ohio; and

(b) (x) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than the Borrower), as the Series A Incremental Administrative Agent may reasonably require (A) certifying that attached thereto is a true and complete copy of the resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of this Agreement, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) identifying by name and title and bearing the signatures of the officers or authorized signatories of each Loan Party authorized to sign this Agreement and (C) certifying (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent),

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of each Loan Party, certified by the relevant authority of the jurisdiction of organization of the such Loan Party, and a true and correct copy of its bylaws and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (y) a good standing (or equivalent) certificate as of a recent date for each Loan Party, from the relevant authority of its jurisdiction of organization.

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(a) each Loan Party that is a party hereto (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization; and (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is a party;

(b) the execution, delivery and performance by each Loan Party of this Agreement have been duly authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms of any of such Person’s Organization Documents; and

(c) this Agreement has been duly executed and delivered by each Loan Party that is a party hereto. This Agreement constitutes a legal, valid and binding obligation of each Loan Party a party hereto, enforceable against each such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(a) On and after the Joinder Agreement No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) Except as specifically amended by this Agreement, the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

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THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR TO THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 10.14(b), (c) AND (d) AND 10.15, OF THE EXISTING CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF.

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The Borrower and each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement.

Nothing in this Agreement shall (i) constitute any waiver of any provisions of the Existing Credit Agreement or any other Loan Document unless expressly set forth herein or (ii) be deemed to require the consent of any Guarantor to any future amendments to or waivers of the Credit Agreement or any other Loan Document, in whole or part.

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

[Signature Page to Joinder Agreement No. 1]

Exhibit 10.3

Execution Version

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”) is entered into on March 10, 2022, by and between Post Holdings, Inc., a Missouri corporation (“Post”), and each of the financial institutions party hereto and identified on Schedule I hereto (the “Funding Incremental Term Loan Lenders”).

WHEREAS, pursuant to the separation (the “Separation”) of BellRing Brands, Inc., a Delaware corporation (“BellRing”), from Post, the terms of which are set forth in that certain Transaction Agreement and Plan of Merger (as it may be amended from time to time, the “Transaction Agreement”), dated as of October 26, 2021, among Post, BellRing, BellRing Distribution, LLC, a Delaware limited liability company (“SpinCo”) and BellRing Merger Sub Corporation, a Delaware corporation, in partial consideration for the transfer by Post to SpinCo of (i) Post’s membership units of BellRing Brands, LLC, (ii) the share of Class B common stock, par value $0.01 per share of BellRing held by Post and (iii) cash, SpinCo will issue to Post $840,000,000 aggregate principal amount of its 7.00% Senior Notes due 2030 (the “SpinCo Notes”) under an indenture (the “Indenture”), to be dated the date hereof, among SpinCo and Computershare Trust Company N.A., as trustee (the “Trustee”);

WHEREAS, Post, as borrower, has entered into that certain Joinder Agreement No. 1, dated as of March 8, 2022 (as it may be amended from time to time, the “Incremental Term Loan Joinder”), with the Funding Incremental Term Loan Lenders, as lenders, Barclays Bank PLC, as administrative agent (in such capacity, the “Credit Agreement Administrative Agent”) and JPMorgan Chase Bank, N.A., as sub-administrative agent (in such capacity, the “Incremental Administrative Agent” and, together with the Credit Agreement Administrative Agent, the “Administrative Agents”)), pursuant to which the Funding Incremental Term Loan Lenders made available and Post borrowed incremental term loans under the Credit Agreement (as defined in the Incremental Term Loan Joinder) in an aggregate principal amount of $840,000,000 (the “Series A Incremental Term Loans”), which Post intends to use to redeem some or all of its 5.750% Senior Notes due 2027;

WHEREAS, in accordance with Section 5 of the Incremental Term Loan Joinder, Post desires to prepay all of the outstanding Series A Incremental Term Loans and all accrued and unpaid interest and expenses owed thereunder through a combination of (i) with respect to the principal amount owed thereunder, the assignment and transfer of all of the SpinCo Notes by Post to the Funding Incremental Term Loan Lenders and (ii) with respect to accrued and unpaid interest and expenses owed thereunder, cash on hand; and each of the Funding Incremental Term Loan Lenders, as lenders under the Credit Agreement, desires to accept such SpinCo Notes and cash as prepayment of all of the Series A Incremental Term Loans;

WHEREAS, SpinCo, as issuer of the SpinCo Notes, and the Funding Incremental Term Loan Lenders (or their respective designees), as selling noteholders, have entered into a Purchase Agreement, dated March 1, 2022 (as it may be amended from time to time, the “Purchase Agreement”) with J.P. Morgan Securities LLC (“J.P. Morgan”) as representative of the several initial purchasers specified in such Purchase Agreement (together, the “Initial Purchasers”), in connection with the sale of the SpinCo Notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Initial

Purchasers will, severally and not jointly, agree to purchase from the Funding Incremental Term Loan Lenders (or their respective designees), and the Funding Incremental Term Loan Lenders (or their respective designees) will, severally and not jointly, agree to sell to the Initial Purchasers, all of the SpinCo Notes at a purchase price of 100% of the principal amount thereof pursuant to the terms set forth therein.

NOW THEREFORE, in consideration of the representations, warranties and agreements contained in this Agreement, the parties hereto agree as follows:

1. The Exchange.

(a) Subject to the terms and on the conditions and in reliance upon the representations and warranties in this Agreement, at the Closing (as defined below):

(i) Post will provide written notice (the “Prepayment Notice”) to the Incremental Administrative Agent that it intends to optionally prepay all of the outstanding Series A Incremental Term Loans on the Closing Date (as defined below) in accordance with Section 5 of the Incremental Term Loan Joinder in an aggregate principal amount equal to $840,000,000 (collectively, the “Exchange Prepayment Amount”), which amount the parties hereto agree is and will be the fair market value of the SpinCo Notes as of the date hereof and as of the Closing Date (which amount will be paid to the Funding Incremental Term Loan Lenders through the assignment and transfer from Post of the amount of SpinCo Notes set forth across each Funding Incremental Term Loan Lenders name on Schedule I hereto, to each such Funding Incremental Term Loan Lender (or its designee), pursuant to the terms hereof);

(ii) Post agrees to pay the Cash Interest Amount (as defined below) to the Incremental Administrative Agent (for further distribution to the Funding Incremental Term Loan Lenders, pro rata in accordance with the principal amount of Series A Incremental Term Loans funded by each such Funding Incremental Term Loan Lender (as set forth across each such Funding Incremental Term Loan Lender’s name on Schedule I hereto)); and

(iii) Post will assign and transfer to each Funding Incremental Term Loan Lender (or its designee), and each Funding Incremental Term Loan Lender (or its designee), severally and not jointly, will accept from Post, the principal amount of SpinCo Notes set forth across each such Funding Incremental Term Loan Lender’s name on Schedule I hereto, in accordance with the terms hereof and all Series A Incremental Term Loans shall be deemed paid, satisfied and discharged in full.

Such transactions as collectively outlined in this Section 1(a)(i) through (iii) are hereinafter referred to as the “Exchange.”

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(b) The closing of the Exchange (the “Closing” and, the date upon which the Closing occurs, the “Closing Date”) shall occur at the office of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020 (or at such other location or locations as may be mutually agreed upon in writing by the Funding Incremental Term Loan Lenders and Post), subject to the satisfaction (or waiver by the Funding Incremental Term Loan Lenders or Post, as applicable) of the conditions set forth in Section 4 of this Agreement, on March 10, 2022.

(c) At the Closing, Post shall assign and transfer to each Funding Incremental Term Loan Lender (or its designee) the amount of SpinCo Notes set forth across each Funding Incremental Term Loan Lender’s name on Schedule I hereto (the “Transfer of SpinCo Notes”), and in connection therewith, Post shall:

(i) deliver to each Funding Incremental Term Loan Lender (or its designee) and the Trustee (as defined below) a duly executed instrument of transfer effecting the Transfer of SpinCo Notes, substantially in the form of the certificate of transfer to be attached to the Indenture (as defined below); and

(ii) deliver to each Funding Incremental Term Loan Lender (or its designee) and/or the Trustee, as applicable, the documents listed on Schedule II hereto; and

(iii) cause SpinCo to:

(A) deliver to the Trustee for authentication pursuant to the Indenture replacement permanent, certificated notes representing the SpinCo Notes registered in the name of each Funding Incremental Term Loan Lender (or its designee), in the principal amount set forth across each Funding Incremental Term Loan Lender’s name on Schedule I hereto, each substantially in the form to be set forth in the Indenture (the “Replacement Physical Notes”), and such other certificates and documents as are required for the Trustee to authenticate the Replacement Physical Notes; and

(B) deliver to the Funding Incremental Term Loan Lenders (or their respective designees) their respective Replacement Physical Notes.

(d) Each of the Funding Incremental Term Loan Lenders, in its capacity as a lender under the Credit Agreement, and Post hereby agrees that upon consummation of the Exchange and payment to the Incremental Administrative Agent of the Cash Interest Amount (as defined below) and payment of $255,000.00 representing expenses of the Incremental Administrative Agent due and payable under the Credit Agreement by or on behalf of Post, all Series A Incremental Term Loans and all other amounts and all other obligations owed with respect thereto shall be deemed paid, satisfied and discharged in full (other than with respect to the obligations that are expressly deemed to survive repayment in accordance with terms of the Credit Agreement).

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2. Cash Payment. On the Closing Date, subject to and conditioned upon consummation of the Exchange, Post shall pay (or cause to be paid), by wire transfer in immediately available funds, to the Incremental Administrative Agent, an amount equal to accrued interest to, but excluding, the Closing Date in respect of all Series A Incremental Term Loans to be prepaid on such date pursuant to Section 1 hereof (the “Cash Interest Amount”).

3. Representations and Warranties.

(a) Post hereby represents and warrants to each Funding Incremental Term Loan Lender that, as of the date hereof and as of the Closing Date:

(i) (A) Post is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. Post has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(B) SpinCo is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. SpinCo has all requisite corporate power and authority to consent to the transactions contemplated hereby and to perform its obligations in connection therewith.

(C) This Agreement has been duly executed and delivered by Post and, assuming its valid authorization, execution and delivery by each of the Funding Incremental Term Loan Lenders, constitutes a legal, valid and binding obligation of Post, enforceable against Post in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

(ii) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) or nongovernmental third party is required to be obtained or made by Post or SpinCo in connection with the execution, delivery and performance of this Agreement, except as have been previously obtained or made or shall be made or obtained on or prior to the Closing Date and except where the failure to obtain or make such consent, approval, license, permit, order or authorization of, or registration, declaration or filing would not have a material adverse effect on the financial position, shareholders’ equity or results of operations of Post and its subsidiaries, taken as a whole, or materially adversely affect the ability of Post to perform its obligations hereunder.

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(iii) None of the issuance, incurrence, transfer, assignment, delivery or exchange of the Spinco Notes, the consummation of any other of the transactions herein contemplated to be taken by Post or SpinCo or the fulfillment of Post’s or any of its subsidiaries’ obligations hereunder did or will result in a breach by Post or any of its subsidiaries of any of the terms and provisions of, or constitute a default under or violation of, (A) any indenture, mortgage, deed of trust or other agreement or instrument to which Post or any of its subsidiaries is a party or by which any of them are bound, (B) (I) Post’s charter or bylaws or (II) SpinCo’s certificate of formation or limited liability company agreement or (C) any order, rule or regulation applicable to Post or any of its subsidiaries of any Governmental Entity having jurisdiction over Post or any of its subsidiaries or any of their respective properties, except in the case of clauses (A) and (C) as would not have a material adverse effect on the financial position, shareholders’ equity or results of operations of Post and its subsidiaries, taken as a whole, or materially adversely affect the ability of Post to perform its obligations hereunder.

(iv) Upon issuance of the SpinCo Notes to Post, Post will have good and valid title to the SpinCo Notes, free and clear of any liens, claims, encumbrances, security interests, options, charges or similar restrictions of any kind (collectively, “Liens”), other than Liens on the SpinCo Notes to secure the Credit Agreement (which Liens on the SpinCo Notes will be automatically released upon consummation of the Transfer of the SpinCo Notes). Upon assignment and transfer of the SpinCo Notes by Post to each Funding Incremental Term Loan Lender (or its designee) at the Closing as part of the Exchange pursuant to the terms hereof, each such Funding Incremental Term Loan Lender (or its designee) will acquire good and valid title to such Notes received by it, free and clear of any Liens, other than those arising from acts of such Funding Incremental Term Loan Lender or any of its affiliates.

(v) When the SpinCo Notes are issued by SpinCo to Post, and when the Transfer of the SpinCo Notes is consummated, the SpinCo Notes (A) will have been duly and validly authorized and issued by SpinCo, (B) assuming their valid authentication by the Trustee, will constitute legal, valid and binding obligations of SpinCo enforceable against SpinCo in accordance with their terms, subject to the Enforceability Exceptions, and (C) will be entitled to the benefits of the Indenture.

(vi) Each of Post and each of its subsidiaries, as applicable, has made its own independent inquiry as to the legal, tax and accounting aspects of the transactions contemplated by this Agreement and any related transactions, and none of Post or its subsidiaries has relied on the Funding Incremental Term Loan Lenders or any of their respective affiliates, legal counsel of the Funding Incremental Term Loan Lenders or any of their respective affiliates, or any other advisor of the Funding Incremental Term Loan Lenders or any of their respective affiliates (in their capacity as such) for legal, tax or accounting advice in connection with the transactions contemplated by this Agreement or any related transactions.

(b) Each Funding Incremental Term Loan Lender, severally and not jointly, hereby represents and warrants to Post that, as of the date hereof and as of the Closing Date:

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(i) Such Funding Incremental Term Loan Lender is a corporation, limited liability company or other entity duly incorporated or formed and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation. Such Funding Incremental Term Loan Lender has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Funding Incremental Term Loan Lender and, assuming its valid authorization, execution and delivery by Post and each other Funding Incremental Term Loan Lender party hereto, constitutes a legal, valid and binding obligation of such Funding Incremental Term Loan Lender, enforceable against such Funding Incremental Term Loan Lender in accordance with its terms, subject to the Enforceability Exceptions.

(ii) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity or nongovernmental third party is required to be obtained or made by or with respect to such Funding Incremental Term Loan Lender in connection with the execution, delivery and performance of this Agreement, except as have been previously obtained or made or shall be made or obtained prior to the Closing Date.

(iii) None of the execution, delivery or performance by such Funding Incremental Term Loan Lender, the consummation of the Exchange or any other of the transactions herein contemplated to be taken by such Funding Incremental Term Loan Lender or the fulfillment of such Funding Incremental Term Loan Lender’s obligations hereunder will result in a breach by such Funding Incremental Term Loan Lender of any of the terms and provisions of, or constitute a default under or violation of (A) any indenture, mortgage, deed of trust or other agreement or instrument to which such Funding Incremental Term Loan Lender is a party or by which such Funding Incremental Term Loan Lender is bound, (B) the certificate of incorporation, bylaws, certificate of formation, operating agreement and/or other charter documents, as applicable, of such Funding Incremental Term Loan Lender or (C) any order, rule or regulation applicable to such Funding Incremental Term Loan Lender of any Governmental Entity having jurisdiction over such Funding Incremental Term Loan Lender or any of its properties, except, in the case of clauses (A) and (C), as would not reasonably be expected to have a material adverse effect on the financial position, shareholders’ equity or results of operations of such Funding Incremental Term Loan Lender or materially adversely affect the ability of such Funding Incremental Term Loan Lender to perform its obligations hereunder.

(iv) Such Funding Incremental Term Loan Lender is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement.

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(v) Such Funding Incremental Term Loan Lender has made its own independent inquiry as to the legal, tax and accounting aspects of the transactions contemplated by this Agreement and any related transactions, and it has not relied on Post’s or Post’s affiliates, legal counsel or any of their respective affiliates, or any other advisor of Post or any of their respective affiliates (in their capacity as such) for legal, tax or accounting advice in connection with the transactions contemplated by this Agreement or any related transactions.

(vi) Such Funding Incremental Term Loan Lender has good and valid title to the Series A Incremental Term Loans, free and clear of any Liens. Upon assignment and transfer of the Series A Incremental Term Loans by such Funding Incremental Term Loan Lender to Post at the Closing as part of the Exchange pursuant to the terms hereof, Post will acquire good and valid title to such Series A Incremental Term Loans received by it, free and clear of any Liens, other than those arising from acts of Post or any of its affiliates.

4. Conditions.

(a) The obligations of the Funding Incremental Term Loan Lenders to consummate the Exchange as contemplated hereunder at the Closing shall be subject to the satisfaction (or waiver by the Funding Incremental Term Loan Lenders) of the following conditions:

(i) Each of Lewis Rice LLC and Cleary Gottlieb Steen & Hamilton LLP shall have furnished an opinion, dated the Closing Date and addressed to the Funding Incremental Term Loan Lenders, in substantially the form of Exhibit A and Exhibit B hereto, respectively.

(ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect preventing the consummation of the Exchange or the other transactions contemplated hereunder.

(iii) The representations and warranties of Post in this Agreement shall be true and correct on and as of the Closing Date, with the same effect as if made on the Closing Date, and Post shall have complied in all material respects with all the agreements on its part to be performed pursuant to the terms hereof at or prior to the Closing Date, and Post shall have furnished to the Funding Incremental Term Loan Lenders a certificate of Post, in form reasonably satisfactory to the Funding Incremental Term Loan Lenders, signed by the Chief Executive Officer and the Executive Vice President, General Counsel and Chief Administrative Officer, Secretary of Post, or other officers satisfactory to the Funding Incremental Term Loan Lenders (in the name of and on behalf of Post and not in an individual capacity), dated the Closing Date, to the foregoing effects.

(iv) Post shall have delivered to the Incremental Administrative Agent the Prepayment Notice setting forth the Exchange Prepayment Amount.

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(v) Post shall have paid (or caused to be paid) (a) the Cash Interest Amount pursuant to Section 2(a) hereof and (b) to the extent invoiced two days prior to the Closing Date, (i) the expenses due under Section 5 hereof and (ii) $255,000.00 representing expenses of the Incremental Administrative Agent to be paid under the Credit Agreement.

(vi) Post and SpinCo shall have delivered to the Funding Incremental Term Loan Lenders (or their respective designees), the Incremental Administrative Agent or the Trustee, as applicable, each of the instruments required to be delivered by Post and SpinCo, as applicable, pursuant to Section 1(c) hereof.

(vii) Neither the Indenture nor the SpinCo Notes shall have been amended by Post after the issuance of the SpinCo Notes and prior to the consummation of the Transfer.

(viii) The Separation, Distribution and Merger (each as defined in the Purchase Agreement) shall have been consummated substantially concurrently with the Exchange on the Closing Date (unless, in the case of the Separation, it is consummated prior to the Closing Date), in accordance with the Transaction Agreement.

(ix) The Purchase Agreement shall remain in full force and effect and all of the conditions precedent set forth in Section 8 of the Purchase Agreement (except for consummation of the Exchange) shall have been satisfied (or waived by the Initial Purchasers in accordance with the Purchase Agreement) prior to or, where applicable, substantially concurrently with, the Closing.

(x) The Funding Incremental Term Loan Lenders shall have received a certificate, executed by the chief financial officer, chief accounting officer or treasurer on behalf of Post and not in his individual capacity, confirming that (a) Post has received a final signed Unqualified Tax Opinion (as defined in Exhibit G to the Transaction Agreement), addressed to Post and dated as of the Closing Date (the “355 Tax Opinion”) and (b) BellRing has received a final signed Unqualified Tax Opinion (as defined in Exhibit G to the Transaction Agreement), addressed to BellRing and dated as of the Closing Date (the “BellRing Tax Opinion”).

In case any of such conditions shall not have been satisfied or waived on or prior to the Closing Date, or if the Purchase Agreement shall have been terminated in accordance with its terms prior to the consummation of the Exchange, this Agreement may be terminated by the Funding Incremental Term Loan Lenders by delivering written notice of termination to Post. Any such termination shall be without liability of any party hereto to any other party hereto except to the extent (i) arising from a willful breach of this Agreement prior to termination by any party hereto or (ii) provided in the Purchase Agreement.

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(b) The obligations of Post to consummate the Exchange as contemplated hereunder at the Closing shall be subject to the satisfaction (or waiver by Post) of the following conditions:

(i) The representations and warranties of the Funding Incremental Term Loan Lenders in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date, and the Funding Incremental Term Loan Lenders shall have complied in all material respects with all the agreements on its part to be performed at or prior to the Closing Date pursuant to the terms hereof.

(ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect preventing the consummation of the Exchange or the other transactions contemplated hereunder.

(iii) The Separation, Distribution and Merger (each as defined in the Purchase Agreement) shall have been consummated substantially concurrently with the Exchange on the Closing Date (unless, in the case of the Separation, it is consummated prior to the Closing Date), in accordance with the Transaction Agreement.

(iv) (a) Post shall have received a final signed 355 Tax Opinion and (b) BellRing shall have received a final signed BellRing Tax Opinion.

In case any of such conditions shall not have been satisfied or waived on or prior to the Closing Date, this Agreement may be terminated by Post by delivering written notice of termination to the Funding Incremental Term Loan Lenders. Any such termination shall be without liability of any party hereto to any other party hereto except to the extent (i) arising from a willful breach of this Agreement prior to termination by any party hereto or (ii) provided in the Purchase Agreement; provided, none of the Funding Incremental Term Loan Lenders shall have any liability pursuant to this paragraph for any willful breach of this Agreement of the other Funding Incremental Term Loan Lenders.

5. Expenses. At the Closing Date, Post shall reimburse each Funding Incremental Term Loan Lender for its reasonable and documented, out-of-pocket fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the reasonable fees and expenses of Latham & Watkins LLP.

6. Relationship of Parties.

(a) All acquisitions of the SpinCo Notes by the Funding Incremental Term Loan Lenders (or their designees), the Exchange and related transactions contemplated pursuant to this Agreement, any resales or offerings by the Funding Incremental Term Loan Lenders (or their designees) of the SpinCo Notes and all other acts or omissions of the Funding Incremental Term Loan Lenders in connection with this Agreement are for the Funding Incremental Term Loan Lenders’ own respective accounts and not for the

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account of Post or any of its subsidiaries. No principal-agent relationship is, or is intended to be, created between Post or any of its subsidiaries and any of the Funding Incremental Term Loan Lenders or any of their respective affiliates or designees by any of the provisions of this Agreement. Post acknowledges and agrees that each Funding Incremental Term Loan Lender is acting solely in the capacity of arm’s length contractual counterparty to Post and each of its subsidiaries with respect to the transactions contemplated hereby (including in connection with determining the terms of the offering under the Purchase Agreement applicable to the Selling Noteholders (as defined in the Purchase Agreement)) and not as a financial advisor or a fiduciary to, or an agent of, Post, any of its subsidiaries or any other person. Except as provided herein, the Funding Incremental Term Loan Lenders and any of their respective affiliates, on the one hand, and Post, any of its subsidiaries and any of their respective affiliates, on the other hand, have not entered into any arrangement or agreement, whether written or oral, regarding (1) the sale, disposition or other transfer of the Series A Incremental Term Loans by the Funding Incremental Term Loan Lenders, or (2) the reduction or elimination of the Funding Incremental Term Loan Lenders’ respective risks of loss related to owning and holding the Series A Incremental Term Loans; provided, that, for the avoidance of doubt, any of the Funding Incremental Term Loan Lenders may enter into one or more other financial transactions to hedge such risk with a party other than (i) Post or any of its subsidiaries or any of its or their respective affiliates and (ii) a party related to Post.

(b) None of the Funding Incremental Term Loan Lenders shall have any liability hereunder for any actions or omissions of the other Funding Incremental Term Loan Lenders and the obligations of the Funding Incremental Term Loan Lenders under this Agreement are several and not joint.

(c) Each party executing this Agreement as designee of its affiliated Funding Incremental Term Loan Lender is signing this Agreement only as designee on behalf of such Funding Incremental Term Loan Lender, and makes no representation or warranty hereunder and shall otherwise have no obligations or liability hereunder.

7. Consent. Pursuant to Section 5 of the Incremental Term Loan Joinder, each Funding Incremental Term Loan Lender hereby consents to the repayment of the principal amount of the Series A Incremental Term Loans by Transfer of the SpinCo Notes in accordance with the terms of this Agreement.

8. Survival of Provisions. The respective agreements, representations, warranties and other statements of Post and the Funding Incremental Term Loan Lenders set forth in, or made pursuant to, this Agreement will remain in full force and effect in accordance with their terms regardless of any investigation made by, or on behalf of, the Funding Incremental Term Loan Lenders, Post or any of their respective representatives or affiliates.

9. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) or delivered by a nationally recognized courier service to the parties hereto at the following address or sent by electronic transmission to the parties specified below:

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10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and no other person will have any right or obligation hereunder. This Agreement may not be assigned by either party hereto without the written consent of the other party hereto.

11. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such state.

12. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 9 shall be deemed effective service of process on such party.

13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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14. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Exchange Agreement]

[Signature Page to Exchange Agreement]

[Signature Page to Exchange Agreement]

Exhibit 99.1

Post Holdings and BellRing Brands Announce Completion of the Spin-Off of 80.1% of Post’s Interest in BellRing

ST. LOUIS, March 10, 2022—Post Holdings, Inc. (NYSE: POST) (“Post”) and BellRing Brands, Inc. (NYSE:BRBR) (“New BellRing”) today announced the completion of the spin-off of 80.1% of Post’s interest in New BellRing to Post shareholders.

Under the previously disclosed terms of the transaction, Post distributed an aggregate of 78,076,841 shares of common stock of New BellRing (which was previously named “BellRing Distribution, LLC” and was renamed “BellRing Brands, Inc.” upon conversion into a Delaware corporation) after market close at 4:01 p.m. Eastern Time on March 10, 2022 (the “distribution date”) on a pro rata basis to Post shareholders (the “distribution”). Based on the shares of Post common stock outstanding as of February 25, 2022, the record date for the distribution, Post shareholders received 1.267788 shares of New BellRing common stock in the distribution for each share of Post common stock held. No fractional shares of New BellRing were issued in the distribution, and instead, Post shareholders will receive cash in lieu of any fractional shares of New BellRing common stock. The spin-off was structured in a manner intended to qualify as a tax-free distribution to Post shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of fractional shares of New BellRing common stock.

Upon completion of the distribution, a subsidiary of New BellRing merged (the “merger”) with and into BellRing Intermediate Holdings, Inc. (which was previously named “BellRing Brands, Inc.”) (“Old BellRing”) and each outstanding share of Old BellRing Class A common stock was converted into one share of New BellRing common stock and $2.97 in cash, which amount was determined in accordance with the agreement that governed the transaction. New BellRing common stock will be traded under the ticker symbol “BRBR”.

As a result of certain contributions made in connection with the transaction, Post received incremental value in an amount that, based on the percentage of the outstanding BellRing Brands, LLC nonvoting membership units owned by Post prior to the distribution, was $289.5 million.

Following the distribution and the merger, Post owns 14.2% of the New BellRing common stock and Post shareholders own 57.3% of the New BellRing common stock. The holders of Old BellRing Class A common stock prior to the merger maintained their 28.5% effective ownership interest in the BellRing business. In addition, as a result of the completion of the transaction, including the contribution by Post of the sole outstanding share of Old BellRing Class B common stock (which represented 67% of the total voting power of the outstanding Old BellRing common stock), the dual class voting structure in the BellRing business has been eliminated.

Two-Way Trading for Post Common Stock on the NYSE

Beginning on February 24, 2022, and continuing through the close of trading on March 10, 2022, there were two markets in Post common stock on the New York Stock Exchange (the “NYSE”): a “regular way” market and an “ex-distribution” market. During this period of two-way trading in Post common stock, a Post shareholder could sell the right to his or her shares of New BellRing common stock that he or she would receive pursuant to the distribution in a “when issued” market. Starting tomorrow, March 11, 2022, the “when issued” market will be discontinued. In all cases, investors are encouraged to consult with their financial advisors regarding the specific implications of any sales of Post common stock through the close of trading today.

Forward-Looking Statements

Certain matters discussed in this press release are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include statements regarding the intended tax treatment of the distribution to Post shareholders. There are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking statements made herein, including risks relating to unanticipated developments that negatively impact the New BellRing common stock, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal risks and uncertainties described in Post’s and BellRing’s filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements represent Post’s and BellRing’s judgment as of the date of this release. Post and BellRing disclaim, however, any intent or obligation to update these forward-looking statements.

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the-store, refrigerated, foodservice and food ingredient food categories. Its businesses include Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands is a leader in the North American ready-to-eat cereal category and also markets Peter Pan^® nut butters. Weetabix is home to the United Kingdom’s number one selling ready-to-eat cereal brand, Weetabix^®. Michael Foods and Bob Evans Farms are leaders in refrigerated foods, delivering innovative, value-added egg and refrigerated potato side dish products to the foodservice and retail channels. Post participates in the global convenient nutrition category through its minority ownership of BellRing Brands, Inc., a publicly-traded holding company offering ready-to-drink shake and powder protein products. Post participates in the private brand food category through its investment with third parties in 8th Avenue Food & Provisions, Inc., a leading, private brand centric, consumer products holding company. For more information, visit www.postholdings.com.

About BellRing Brands, Inc.

BellRing Brands, Inc. is a rapidly growing leader in the global convenient nutrition category offering ready-to-drink shake and powder protein products. Its primary brands, Premier Protein^® and Dymatize^®, appeal to a broad range of consumers and are distributed across a diverse network of channels including club, food, drug, mass, eCommerce, specialty and convenience. BellRing’s commitment to consumers is to strive to make highly effective products that deliver best-in-class nutritionals and superior taste. For more information, visit www.bellring.com.

Contact:

Investor Relations

Jennifer Meyer

[email protected]

(314) 644-7665

Media Relations

Lisa Hanly

[email protected]

(314) 665-3180