exv10w2






Exhibit 10.2


 

 



Shareholder’s and Registration Rights Agreement

by and between

Ralcorp Holdings, Inc.

and

Post Holdings, Inc.




Dated as of                      , 2012




 

 




 









 








Table of Contents




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I Definitions
	 	 	1	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Interpretation.
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II Registration Rights
	 	 	5	 
	Section 2.01 Registration.
	 	 	5	 
	Section 2.02 Piggyback Registrations.
	 	 	8	 
	Section 2.03 Registration Procedures.
	 	 	9	 
	Section 2.04 Underwritten Offerings or Exchange Offers.
	 	 	14	 
	Section 2.05 Registration Rights Agreement with Participating Banks.
	 	 	15	 
	Section 2.06 Registration Expenses Paid By Company.
	 	 	15	 
	Section 2.07 Indemnification.
	 	 	15	 
	Section 2.08 Reporting Requirements; Rule 144.
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III Voting Restrictions
	 	 	18	 
	Section 3.01 Voting of Company Common Stock.
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IV Miscellaneous
	 	 	19	 
	Section 4.01 Term.
	 	 	19	 
	Section 4.02 Entire Agreement.
	 	 	19	 
	Section 4.03 Choice of Law.
	 	 	19	 
	Section 4.04 Amendment
	 	 	20	 
	Section 4.05 Waiver.
	 	 	20	 
	Section 4.06 Partial Invalidity.
	 	 	20	 
	Section 4.07 Execution in Counterparts.
	 	 	20	 
	Section 4.08 Successors, Assigns and Transferees.
	 	 	20	 
	Section 4.09 Notices.
	 	 	21	 
	Section 4.10 No Reliance on Other Party.
	 	 	22	 
	Section 4.11 Performance.
	 	 	22	 
	Section 4.12 Attorneys’ Fees.
	 	 	22	 
	Section 4.13 Further Assurances.
	 	 	22	 
	Section 4.14 Registrations, Exchanges, etc.
	 	 	22	 






 









 






Shareholder’s and Registration Rights Agreement




          This Shareholder’s and Registration Rights Agreement is made as of      , 2012 by and among
Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a
Missouri corporation and wholly owned subsidiary of Ralcorp (“Post”).




Recitals




          A. Pursuant to the Separation and Distribution Agreement, dated as of      , 2012 (the
“Distribution Agreement”), by and among Ralcorp, Post and Post Foods, LLC, Ralcorp will
distribute at least 80% of the outstanding shares of Common Stock (as defined below) to Ralcorp’s
shareholders (the “Distribution”).




          B. If any shares of Common Stock are not distributed in the Distribution (such shares not
distributed in the Distribution, the “Retained Shares”), then Ralcorp may dispose of these
shares through one or more transactions, including pursuant to one or more transactions registered
under the Securities Act.




          C. Post desires to grant to Ralcorp the Registration Rights (as defined below) for the
Retained Shares, subject to the terms and conditions of this Agreement.




          D. If there shall be any Retained Shares, then Ralcorp desires to grant Post a proxy to vote
such Retained Shares in proportion to the votes cast by other shareholders, subject to the terms
and conditions of this Agreement.




Agreements




          NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:




ARTICLE I




Definitions




          Section 1.01 Definitions




          As used in this Agreement, the following terms shall have the meanings




          “Affiliate” means, when used with respect to a specified Person, another Person that
controls, is controlled by, or is under common control with the Person specified; provided,
however, that, immediately after the Distribution, Post and its Subsidiaries shall not be
considered to be “Affiliates” of Ralcorp, and Ralcorp and its Subsidiaries (other than Post and its
Subsidiaries) shall not be considered to be “Affiliates” of Company. As used herein,
“control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, whether through the ownership of voting
securities or other interests, by contract or otherwise.




          “Ancillary Filings” has the meaning set forth in Section 2.03(a)(i).




          “Agreement” has the meaning set forth in the introduction.




          “Blackout Notice” has the meaning set forth in Section 2.01(e).




          “Blackout Period” has the meaning set forth in Section 2.01(e).




 









 








          “Board” means the board of directors of Post.




          “Business Day” means any day which is not a Saturday, Sunday or other day on which
banking institutions doing business in New York, New York are authorized or obligated by law or
required by executive order to be closed.




          “Common Stock” means the common stock, par value $0.01 per share, of Post.




          “Control” means the power to direct the management of an entity, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “Controlled by” and “under common Control” have meanings correlative to the foregoing.




          “Debt Exchanges” means one or more Public Debt Exchanges or Private Debt Exchanges.




          “Debt Securities” means any of the debt instruments or securities issued by Ralcorp
outstanding from time to time.




          “Demand Registration” has the meaning set forth in Section 2.01(a).




          “Disadvantageous Condition” has the meaning set forth in Section 2.01(e).




          “Distribution” has the meaning set forth in the recitals.




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




          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any
successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be
in effect from time to time.




          “Exchange Offer” has the meaning set forth in Section 2.01(a).




          “Holder” shall mean Ralcorp or any of its Subsidiaries, so long as such Person holds
any Registrable Securities, and any Person owning Registrable Securities who is a permitted
transferee of rights under Section 4.08.




          “Initiating Holder” has the meaning set forth in Section 2.01(a).




          “Loss” has the meaning set forth in Section 2.07(a).




          “Offering Confidential Information” means, with respect to a Piggyback Registration,
(x) Post’s plan to file the relevant Registration Statement and engage in the offering so
registered, (y) any information regarding the offering being registered (including, without
limitation, the potential timing, price, number of shares, underwriters or other counterparties,
selling stockholders or plan of distribution) and (z) any other information (including information
contained in draft supplements or amendments to offering materials) provided to the Holders by Post
(or by third parties) in connection with the Piggyback Registration. Offering Confidential
Information shall not include information that (1) was or becomes generally available to the public
(including as a result of the filing of the relevant Registration Statement) other than as a
result of a disclosure by any Holder, (2) was or becomes available to any Holder from a source
not bound by any confidentiality agreement with Post or (3) was otherwise in such Holder’s
possession prior to it being furnished to such Holder by the Holder or by Post or on Post’s behalf.




          “Participating Banks” shall mean such investment banks that engage in any Debt
Exchange with Ralcorp.





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          “Private Debt Exchange” means a private exchange with one or more Participating Banks
pursuant to which such Participating Banks shall exchange Debt Securities with Ralcorp for some or
all of the Retained Shares in a transaction that is not required to be registered under the
Securities Act.




          “Person” means any individual, firm, limited liability company or partnership, joint
venture, corporation, joint stock company, trust or unincorporated organization, incorporated or
unincorporated association, government (or any department, agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger or otherwise) of such
entity.




          “Piggyback Registration” has the meaning set forth in Section 2.02(a).




          “Post” has the meaning set forth in the introduction and shall include Post’s
successors by merger, acquisition, reorganization or otherwise.




          “Post Public Sale” has the meaning set forth in Section 2.02(a).




          “Prospectus” means the prospectus included in any Registration Statement, all
amendments and supplements to such prospectus, including post-effective amendments, and all other
material incorporated by reference in such prospectus.




          “Public Debt Exchanges” means a public exchange that is registered under the
Securities Act pursuant to which Ralcorp shall offer Retained Shares in exchange for Debt
Securities.




          “Ralcorp” has the meaning set forth in the introduction.




          “Registrable Securities” means the Retained Shares, and any shares of Common Stock or
other securities issued with respect to, in exchange for, or in replacement of such Retained
Shares. The term “Registrable Securities” excludes, however, any security (i) the sale of which
has been effectively registered under the Securities Act and which has been disposed of in
accordance with a Registration Statement, (ii) that has been sold by a Holder in a transaction
exempt from the registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof (including transactions pursuant to Rule 144) such that the further
disposition of such securities by the transferee or assignee is not restricted under the Securities
Act, or (iii) that have been sold by a Holder in a transaction in which such Holder’s rights under
this Agreement are not, or cannot be, assigned.




          “Registration” means a registration with the SEC of the offer and sale to the public
of Common Stock under a Registration Statement. The terms “Register” and
“Registering” shall have a correlative meaning.




          “Registration Expenses” shall mean all expenses incident to Post’s performance of or
compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications within the United States
of any Registrable Securities being registered); (iii) printing expenses, messenger, telephone and
delivery expenses; (iv) internal expenses of Post (including all salaries and expenses of employees
of Post performing legal or accounting duties); (v) fees and disbursements of counsel for the
Company and customary fees and expenses for independent certified public accountants retained by
Post (including the expenses of any comfort letters or costs associated with the delivery by Post’s
independent certified public accountants of comfort letters customarily requested by underwriters);
and (vi) fees and expenses of listing any Registrable Securities on any securities exchange on
which the shares of Common Stock are then listed and Financial Industry Regulatory Authority
registration and filing fees; but excluding any fees or disbursements of the Holder, all expenses
incurred in connection with the printing, mailing and delivering of copies of any Registration
Statement, any prospectus, any other offering documents and any amendments and supplements thereto
to any underwriters and dealers; any underwriting discounts, fees or commissions attributable to
the sale of any Registrable Securities, any fees and expenses of the underwriters or dealer
managers, the cost of preparing, printing or producing any agreements among underwriters,
underwriting agreements, and blue sky or legal




3









 







investment memoranda, any selling agreements and any
other similar documents in connection with the offering, sale, distribution or delivery of the
Registrable Securities or other shares of Common Stock to be disposed of, including any fees of
counsel for any underwriters in connection with the qualification of the Registrable Securities or
other shares of Common Stock to be disposed of for offering and sale or distribution under state
securities laws, any stock transfer taxes, out-of pocket costs and expenses relating to any
investor presentations on any “road show” presentations undertaken in connection with marketing of
the Registrable Securities and any fees and expenses of any counsel to the Holder or the
underwriters or dealer managers.




          “Registration Period” has the meaning set forth in Section 2.01(c).




          “Registration Rights” shall mean the rights of the Holders to cause Post to Register
Registrable Securities pursuant to Article II.




          “Registration Statement” means any registration statement of Post filed with, or to be
filed with, the SEC under the rules and regulations promulgated under the Securities Act, including
the related Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by reference in such
registration statement. For the avoidance of doubt, it is acknowledged and agreed that such
Registration Statement may be on any form that shall be applicable, including Form S-1, Form S-3 or
Form S-4.




          “Retained Shares” has the meaning set forth in the recitals.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor
thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect
from time to time.




          “Shelf Registration Statement” means a Registration Statement of Post for an offering
to be made on a delayed or continuous basis of Common Stock pursuant to Rule 415 under the
Securities Act (or similar provisions then in effect).




          “Subsidiary” means, when used with reference to any Person, any corporation or other
entity or organization, whether incorporated or unincorporated, of which at least a majority of the
securities or interests having by the terms thereof ordinary voting power to elect at least a
majority of the board of directors or others performing similar functions with respect to such
corporation or other entity or organization is directly or indirectly owned by such Person or by
any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries;
provided, however, that no Person that is not directly or indirectly wholly owned by any other
Person shall be a Subsidiary of such other Person unless such other Person directly or indirectly
Controls, or has the right, power or ability to Control, that Person. After the Distribution,
Ralcorp and Post shall not be deemed to be under common Control for purposes hereof due solely to
the fact that Ralcorp and Post have common shareholders.




          “Underwritten Offering” means a Registration in which securities of Post are sold to
an underwriter or underwriters on a firm commitment basis for reoffering to the public.




          Section 1.02 Interpretation.





     In this Agreement, unless the context clearly indicates otherwise:



                    (a) words used in the singular include the plural and words used in the plural include the
singular;



                    (b) references to any Person include such Person’s successors and assigns but, if applicable,
only if such successors and assigns are permitted by this Agreement, and a reference to such
Person’s



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“Affiliates” or “Subsidiaries” shall be deemed to mean such Person’s Affiliates or
Subsidiaries, as applicable, following the Distribution;





               (c) any reference to any gender includes the other gender and the neuter;




               (d) the words “include,” “includes” and “including” shall be deemed to be followed by the
words “without limitation”;




               (e) the words “shall” and “will” are used interchangeably and have the same meaning;




               (f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;




               (g) any reference to any Article, Section, Exhibit or Schedule means such Article or Section
of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any
Section or definition to any clause means such clause of such Section or definition;




               (h) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be
deemed references to this Agreement as a whole and not to any particular Section or other provision
of this Agreement;




               (i) any reference to any agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented and modified from time to time to the extent
permitted by the provisions thereof and by this Agreement;




               (j) any reference to any law (including statutes and ordinances) means such law (including all
rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining
compliance or applicability;




               (k) relative to the determination of any period of time, “from” means “from and including,”
“to” means “to but excluding” and “through” means “through and including”;




               (l) the table of contents and titles to Articles and headings of Sections contained in this
Agreement have been inserted for convenience of reference only and shall not be deemed to be a part
of or to affect the meaning or interpretation of this Agreement;




               (m) any portion of this Agreement obligating a Party to take any action or refrain from taking
any action, as the case may be, shall mean that such Party shall also be obligated to cause its
relevant Subsidiaries to take such action or refrain from taking such action, as the case may be;




               (n) the language of this Agreement shall be deemed to be the language the parties hereto have
chosen to express their mutual intent, and no rule of strict construction shall be applied against
any party;




               (o) except as otherwise indicated, all periods of time referred to herein shall include all
Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any
notice with respect to this Agreement shall fall on a day other than a Business Day, such act or
notice may be performed or given timely if performed or given on the next succeeding Business Day.



5









 





ARTICLE II




Registration Rights




          Section 2.01 Registration.




                    (a) Prior to the second anniversary of the Distribution, any Holder(s) of Registrable
Securities (collectively, the “Initiating Holder”) shall have the right to request that
Post file a Registration Statement with the SEC on the appropriate registration form for all or
part of the Registrable Securities held by such Holder, by delivering a written request thereof to
Post specifying the number of shares of Registrable Securities such Holder wishes to register (a
“Demand Registration”). Post shall (i) within five days of the receipt of a Demand
Registration, give written notice of such Demand Registration to all Holders of Registrable
Securities, (ii) prepare and file the Registration Statement as expeditiously as possible use its
reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible
but in any event within 45 days of such request, subject to extension by the Holder(s) upon Post’s
reasonable request, including the justification thereof, and (iii) use its reasonable best efforts
to cause the Registration Statement to become effective in respect of each Demand Registration in
accordance with the intended method of distribution set forth in the written request delivered by
the Holder. Post shall include in such Registration all Registrable Securities with respect to
which Post receives, within the 10 days immediately following the receipt by the Holder(s) of such
notice from Post, a request for inclusion in the registration from the Holder(s) thereof. Each
such request from a Holder of Registrable Securities for inclusion in the Registration shall also
specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating
Holder may request that the Registration Statement be on any appropriate form, including, without
limitation, Form S-4 in the case of an exchange offer of the Retained Shares for outstanding
securities of the Initiating Holder (an “Exchange Offer”). For purposes of
clarification, Post can satisfy its obligation under this Section 2.01(a) to file a
Registration Statement by filing a Registration Statement on Form S-4 or a Shelf Registration
Statement, as applicable, and can satisfy its obligation to complete a Demand Registration by
filing, if applicable, a Prospectus under an effective Registration Statement that covers (i) the
Registrable Securities requested by the Holders to be registered in accordance with this Section
2.01(a) and (ii) the plan of distribution requested by the participating Holders.



                    (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant
to Section 2.01(a) (including any rights to Demand Registration transferred pursuant to Section
4.08(a). and any rights to Demand Registration made pursuant to any registration rights agreement
entered into pursuant to Section 2.05; provided that the Holder(s) may not make more than two
Demand Registration requests in any 365-day period. For the avoidance of doubt, if Ralcorp engages
in a Private Debt Exchange as contemplated by Section 2.05 with one or more Participating Banks,
each request for a Demand Registration made by a Participating Bank in respect of such Private Debt
Exchange pursuant to any registration rights agreement entered into by Post pursuant to Section
2.05 shall collectively count as one Demand Registration request hereunder (assuming that the
Registrable Securities subject to such Private Debt Exchange are included in a single Prospectus).
In addition, and notwithstanding anything to the contrary, Ralcorp and its Subsidiaries shall be
permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any
six month period during the first year following the date hereof and each Demand Registration
request made by the Participating Banks in such Private Debt Exchanges pursuant to its registration
rights agreement with Post shall collectively only count as one Demand Registration request for
purposes of the limitation on the number of Demand Registration requests set forth in the first
sentence of this Section 2.01(b) (it being understood that, Ralcorp and its Subsidiaries shall be
permitted to engage in additional Private Debt Exchanges outside such six month period, but each
Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to
its registration rights agreement with Post shall count as an additional Demand Registration
request for purposes of the limitation on the number of Demand Registration requests set forth in
the first sentence of this Section 2.01(b)).



                    (c) Post shall be deemed to have effected a Registration for purposes of this Section 2.01 if
the Registration Statement is declared effective by the SEC or becomes effective upon filing with
the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities
thereunder have been



6









 




sold and (ii) 60 days from the effective date of the Registration Statement
(or from the date the applicable Prospectus is filed with the SEC if Post is satisfying a request
for Demand Registration by filing a Prospectus under an effective Shelf Registration Statement)
(the “Registration Period”). No Registration shall be deemed to have been effective if the
conditions to closing specified in the underwriting agreement or dealer manager agreement, if any,
entered into in connection with such Registration are not satisfied by reason of a wrongful act,
misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement
by Post. If during the Registration Period, such Registration is interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental agency or court or
the need to update or supplement the Registration Statement, the Registration Period shall be
extended on a day-for-day basis for any period the Holder is unable to complete an offering as a
result of such stop order, injunction or other order or requirement of the SEC or other
governmental agency or court.




                    (d) A Demand Registration request may not be made for a minimum of 45 calendar days after the
revocation of an earlier Demand Registration request.







                    (e) With respect to any Registration Statement, or amendment or supplement thereto, whether
filed or to be filed pursuant to this Agreement, if Post shall determine in good faith that
maintaining the effectiveness of such Registration Statement or filing an amendment or supplement
thereto (or, if no Registration Statement has yet been filed, to filing such a Registration
Statement) would (i) require the public disclosure of material non-public information concerning
any transaction or negotiations involving Post or any of its consolidated subsidiaries that would
materially interfere with such transaction or negotiations, (ii) require the public disclosure of
material non-public information concerning Post at a time when its directors and executive officers
are restricted from trading in Post’s securities or (iii) otherwise materially interfere with
financing plans, acquisition activities or business activities of Post (a “Disadvantageous
Condition”), Post may, for the shortest period reasonably practicable (a “Blackout
Period”), and in any event for not more than 30 consecutive days, notify the Holders whose
sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a
“Blackout Notice”) that such Registration Statement is unavailable for use (or will not be
filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith
discontinue use of the prospectus contained in any effective Registration Statement; provided,
that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable
Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of
such shares) and the Disadvantageous Condition is not of a nature that would require a
post-effective amendment to the Registration Statement, then Post shall use its commercially
reasonable efforts to take such action as to eliminate any restriction imposed by federal
securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to
which a Blackout Notice has been previously delivered shall cease to exist, Post shall as promptly
as reasonably practicable notify the Holders and take such actions in respect of such Registration
Statement as are otherwise required by this Agreement. The effectiveness period for any Demand
Registration for which Post has exercised a Blackout Period shall be increased by the period of
time such Registration Suspension is in effect. Post shall not impose, in any 365-day period,
Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Post declares a
Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet
been declared effective, (i) the Holders may by notice to Post withdraw the related Demand
Registration Request without such Demand Registration request counting against the three Demand
Requests permitted to be made under Section 2.01 and (ii) the Holders will not be responsible for
Post’s related Registration Expenses.







                    (f) If the Initiating Holder so indicates at the time of its request pursuant to Section
2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering
or an Exchange Offer and Post shall include such information in its written notice to the Holders
required under Section 2.01(a). In the event that the Initiating Holder intends to distribute the
Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any
Holder to include Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting or Exchange Offer and the inclusion of such Holder’s
Registrable Securities in the underwriting or the Exchange Offer to the extent provided herein.
The Holders of a majority of the outstanding Registrable Securities being included in any
Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an
Underwritten Offering or the dealer



7









 




manager(s) in the case of an Exchange Offer; provided, however,
that such underwriter(s) or dealer manager(s) must be reasonably acceptable to Post. Post shall be
entitled to designate counsel for such underwriter(s) or dealer manager(s) (subject to their
approval), provided that such designated underwriters’ counsel shall be a firm of national
reputation representing underwriters or dealer managers in capital markets transactions




                    (g) If the managing underwriter or underwriters of a proposed Underwritten Offering of
Registrable Securities included in a Registration pursuant of this Section 2.01, informs the
Holders with Registrable Securities in such Registration of such class of Registrable Securities in
writing that, in its or their opinion, the number of securities requested to be included in such
Registration exceeds the number which can be sold in such offering without being likely to have a
significant adverse effect on the price, timing or distribution of the securities offered or the
market for the securities offered, the Holders shall have the right to (i) request the number of
Registrable Securities to be included in such Registration be allocated pro rata among the Holders,
including the Initiating Holder, to the extent necessary to reduce the total number of Registrable
Securities to be included in such offering to the number recommended by the managing underwriter or
underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s
request shall be reallocated among the remaining Holders in like manner or (ii) notify Post in
writing that the Registration Statement shall be abandoned or withdrawn, in which event Post shall
abandon or withdraw such Registration Statement. In the event a Holder notifies Post that such
Registration Statement shall be abandoned or withdrawn said Holder shall not be deemed to have
requested a Demand Registration pursuant to Section 2.01(a) and Post shall not be deemed to have
effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable
Securities to be underwritten has not been so limited, Post and other holders may include shares of
Common Stock for its own account (or for the account of other holders) in such Registration if the
underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the
inclusion of such additional amount will not adversely affect the offering of the Registrable
Securities included in such Registration.



          Section 2.02 Piggyback Registrations.




                    (a) Prior to the earlier to occur of the second anniversary of the Distribution or the date on
which the Registrable Securities then held by the Holder(s) represents less than 1% of Post’s then
issued and outstanding Common Stock, if Post proposes to file a Registration Statement under the
Securities Act with respect to any offering of its Common Stock for its own account and/or for the
account of any other Persons (other than (i) a Registration under Section 2.01, (ii) a Registration
pursuant to a Registration Statement on Form S-8 or Form S-4 or similar forms that relate to a
transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include
substantially the same information, other than information relating to the selling holders or their
plan of distribution, as would be required to be included in a Registration Statement covering the
sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan,
(v) for the sole purpose of offering securities to another entity or its security holders in
connection with the acquisition of assets or securities of such entity or any similar transaction
or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable
upon conversion of debt securities which are also being registered) (a “Post Public Sale”),
then, as soon as practicable (but in no event less than 15 days prior to the proposed date of
filing such Registration Statement), Post shall give written notice of such proposed filing to each
Holder, and such notice shall offer such Holders the opportunity to Register under such
Registration Statement such number of Registrable Securities as each such Holder may request in
writing (a “Piggyback Registration”). Subject to Section 2.02(b) and Section 2.02(c), Post
shall use its commercially reasonable efforts to include in such Registration Statement all such
Registrable Securities which are requested to be included therein within five Business Days after
the receipt of any such notice; provided, however, that if, at any time after giving written notice
of its intention to Register any securities and prior to the effective date of the Registration
Statement filed in connection with such Registration, Post shall determine for any reason not to
Register or to delay Registration of such securities, Post may, at its election, give written
notice of such determination to each such Holder and, thereupon, (i) in the case of a
determination not to Register, shall be relieved of its obligation to Register any Registrable
Securities in connection with such Registration, without prejudice, however, to the rights of any
Holder to request that such Registration be effected as a Demand Registration under Section 2.01,
and (ii) in the case of a determination to delay Registering, shall be permitted to delay
Registering any Registrable Securities, for the same period as the delay in Registering



8









 




such other
shares of Common Stock. No Registration effected under this Section 2.02 shall relieve Post of its
obligation to effect any Demand Registration under Section 2.01. For purposes of clarification,
Post’s filing of a Shelf Registration Statement shall not be deemed to be a Post Public Sale;
provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement
with respect to an offering of Post’s Common Stock for its own account and/or for the account of
any other Persons will be a Post Public Sale unless such offering qualifies for an exemption from
Post Public Sale definition in this Section 2.02(a).




                    (b) Each Holder shall have the right to withdraw such Holder’s request for inclusion of its
Registrable Securities in any Underwritten Offering pursuant to Section 2.02(a) at any time prior
to the execution of an underwriting agreement with respect thereto by giving written notice to Post
of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be
permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback
Registration at any time prior to two Business Days before the effective date thereof, whereupon
such Holder shall as promptly as reasonably practicable pay to Post all Registration Expenses
incurred by Post in connection with the registration of such withdrawn Registrable Securities under
the Securities Act or the Exchange Act and the inclusion of such shares in the Registration
Statement.



                    (c) If the managing underwriter or underwriters of any proposed Underwritten Offering of a
class of Registrable Securities included in a Piggyback Registration informs Post and Holders in
writing that, in its or their opinion, the number of securities of such class which such Holder and
any other Persons intend to include in such offering exceeds the number which can be sold in such
offering without being likely to have an adverse effect on the price, timing or distribution of the
securities offered or the market for the securities offered, then the securities to be included in
such Registration shall be (i) first, all securities of Post and any other Persons (other than
Post’s executive officers and directors) for whom Post is effecting the Registration, as the case
may be, proposes to sell, (ii) second, the number of Registrable Securities of such class that, in
the opinion of such managing underwriter or underwriters, can be sold without having such adverse
effect, with such number to be allocated pro rata among the Holders that have requested to
participate in such Registration based on the relative number of Registrable Securities of such
class requested by such Holder to be included in such sale (provided that any securities thereby
allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining
requesting Holders in like manner), subject to any superior contractual rights of other holders,
(iii) third, the number securities of executive officers and directors for whom Post is effecting
the Registration, as the case may be, with such number to be allocated pro rata among the executive
officers and directors, and (iv) fourth, any other securities eligible for inclusion in such
Registration, allocated among the holders of such securities in such proportion as Post and those
holders may agree.



                    (d) After a Holder has been notified of its opportunity to include Registrable Securities in a
Piggyback Registration, such Holder shall treat the Offering Confidential Information as
confidential information and shall not use the Offering Confidential Information for any purpose
other than to evaluate whether to include its Registrable Securities (or other shares of Common
Stock) in such Piggyback Registration and agrees not to disclose the Offering Confidential
Information to any Person other than such of its agents, employees, advisors and counsel as have a
need to know such Offering Confidential Information and to
cause such agents, employees, advisors and counsel to comply with the requirements of this
Section 2.02(d), provided, that such Holder may disclose Offering Confidential Information if such
disclosure is required by legal process, but such Holder shall cooperate with the Issuer to limit
the extent of such disclosure through protective order or otherwise, and to seek confidential
treatment of the Offering Confidential Information.



          Section 2.03 Registration Procedures.




                    (a) In connection with Post’s Registration obligations under Section 2.01 and Section 2.02,
Post shall use its reasonable best efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended method or methods of distribution thereof as
expeditiously as reasonably practicable, and in connection therewith Post shall:



9









 






                    (i) prepare and file the required Registration Statement including all
exhibits and financial statements and, in the case of an Exchange Offer, any
document required under Rule 425 or 165 with respect to such Exchange Offer
(collectively, the “Ancillary Filings”) required under the
Securities Act to be filed therewith, and before filing with the SEC a
Registration Statement or Prospectus, or any amendments or supplements
thereto, (x) furnish to the underwriters or dealer managers, if any, and to
the Holders, copies of all documents prepared to be filed, which documents
will be subject to the review of such underwriters or dealer managers and
such Holders and their respective counsel, and (y) not file with the SEC any
Registration Statement or Prospectus or amendments or supplements thereto or
any Ancillary Filing to which Holders or the underwriters or dealer
managers, if any, shall reasonably object;




                    (ii) prepare and file with the SEC such amendments and post-effective
amendments to such Registration Statement and supplements to the Prospectus
and any Ancillary Filing as may be reasonably requested by the participating
Holders;




                    (iii) notify the participating Holders and the managing underwriter(s)
or dealer manager(s), if any, and (if requested) confirm such advice in
writing and provide copies of the relevant documents, as soon as reasonably
practicable after notice thereof is received by Post (A) when the applicable
Registration Statement or any amendment thereto has been filed or becomes
effective, when the applicable Prospectus or any amendment or supplement to
such Prospectus or any Ancillary Filing has been filed, (B) of any comments
(written or oral) by the SEC or any request by the SEC or any other federal
or state governmental authority (written or oral) for amendments or
supplements to such Registration Statement or such Prospectus or any
Ancillary Filing or for additional information, (C) of the issuance by the
SEC of any stop order suspending the effectiveness of such Registration
Statement or any order preventing or suspending the use of any preliminary
or final Prospectus or any Ancillary Filing or the initiation or threatening
of any proceedings for such purposes, (D) if, at any time, the
representations and warranties of Post in any applicable underwriting
agreement or dealer manager
agreement cease to be true and correct and in all material respects,
and (E) of the receipt by Post of any notification with respect to the
suspension of the qualification of the Registrable Securities for offering
or sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;




                    (iv) subject to Section 2.01(d), promptly notify each selling Holder
and the managing underwriter(s) or dealer manager(s), if any, when Post
becomes aware of the occurrence of any event as a result of which the
applicable Registration Statement or the Prospectus included in such
Registration Statement (as then in effect) or any Ancillary Filing contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein (in the case of such Prospectus and
any preliminary Prospectus, in light of the circumstances under which they
were made) not misleading or, if for any other reason it shall be necessary
during such time period to amend or supplement such Registration Statement
or Prospectus or any Ancillary Filing in order to comply with the Securities
Act and, in either case as promptly as reasonably practicable thereafter,
prepare and file with the SEC, and furnish without charge to the selling
Holder and the underwriter(s) or dealer manager(s), if any, an amendment or
supplement to such Registration Statement or Prospectus or any Ancillary
Filing which will correct such statement or omission or effect such
compliance;




                    (v) use its reasonable best efforts to prevent or obtain the withdrawal
of any stop order or other order suspending the use of any preliminary or
final Prospectus;



10









 






                    (vi) promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriter(s) or dealer
manager(s) and the Holders agree should be included therein relating to the
plan of distribution with respect to such Registrable Securities; and make
all required filings of such Prospectus supplement or post-effective
amendment as soon as reasonably practicable after being notified of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment;




                    (vii) furnish to each selling Holder and each underwriter or dealer
manager, if any, without charge, as many conformed copies as such Holder or
underwriter or dealer manager may reasonably request of the applicable
Registration Statement and any amendment or post-effective amendment
thereto, including financial statements and schedules, but excluding all
documents (i) incorporated therein by reference and all exhibits (including
those incorporated by reference) or (ii) that are available via the SEC’s
EDGAR system;




                    (viii) deliver to each selling Holder and each underwriter or dealer
manager, if any, without charge, as many copies of the applicable Prospectus
(including each preliminary prospectus) and any amendment or supplement
thereto as such Holder or underwriter or dealer manager may reasonably
request (it being understood that Post consents to the use of such
Prospectus or any amendment or supplement
thereto by each selling Holder and the underwriter(s) or dealer
manager(s), if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto) and such other documents as such selling Holder or
underwriter or dealer manager may reasonably request in order to facilitate
the disposition of the Registrable Securities by such Holder or underwriter
or dealer manager;




                    (ix) on or prior to the date on which the applicable Registration
Statement is declared effective or becomes effective, use its reasonable
best efforts to register or qualify, and cooperate with each selling Holder,
the managing underwriter(s) or dealer manager(s), if any, and their
respective counsel, in connection with the registration or qualification of
such Registrable Securities for offer and sale under the securities or “blue
sky” laws of each state and other jurisdiction of the United States as any
selling Holder or managing underwriter(s) or dealer manager(s), if any, or
their respective counsel reasonably request (and in any foreign jurisdiction
mutually agreeable to Post and the participating Holders) and do any and all
other acts or things reasonably necessary or advisable to keep such
registration or qualification in effect for so long as such Registration
Statement remains in effect and so as to permit the continuance of sales and
dealings in such jurisdictions for so long as may be necessary to complete
the distribution of the Registrable Securities covered by the Registration
Statement; provided that Post will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified, to take
any action which would subject it to taxation or general service of process
in any such jurisdiction where it is not then so subject or conform its
capitalization or the composition of its assets at the time to the
securities or blue sky laws of any such jurisdiction;




                    (x) in connection with any sale of Registrable Securities that will
result in such securities no longer being Registrable Securities, cooperate
with each selling Holder and the managing underwriter(s) or dealer
manager(s), if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing
any restrictive Securities Act legends; and to register such Registrable
Securities in such denominations and such names as such selling Holder or



11









 






the underwriter(s) or dealer manager(s), if any, may request at least two
Business Days prior to such sale of Registrable Securities; provided that
Post may satisfy its obligations hereunder without issuing physical stock
certificates through the use of the Depository Trust Company’s Direct
Registration System;




                    (xi) cooperate and assist in any filings required to be made with the
Financial Industry Regulatory Authority and each securities exchange, if
any, on which any of Post’s securities are then listed or quoted and on each
inter-dealer quotation system on which any of Post’s securities are then
quoted, and in the performance of any due diligence investigation by any
underwriter or dealer manager (including any “qualified independent
underwriter”) that is required to be retained in accordance with the rules
and regulations of each such exchange, and use its reasonable best efforts
to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s) or
dealer manager(s), if any, to consummate the disposition of such Registrable
Securities;




                    (xii) not later than the effective date of the applicable Registration
Statement, provide a CUSIP number for all Registrable Securities and provide
the applicable transfer agent with printed certificates for the Registrable
Securities which are in a form eligible for deposit with The Depository
Trust Company; provided that Post may satisfy its obligations hereunder
without issuing physical stock certificates through the use of the
Depository Trust Company’s Direct Registration System;




                    (xiii) obtain for delivery to and addressed to each selling Holder and
to the underwriter(s) or dealer manager(s), if any, opinions from the
general counsel or deputy general counsel for Post, in each case dated the
effective date of the Registration Statement or, in the event of an
Underwritten Offering, the date of the closing under the underwriting
agreement or, in the event of an Exchange Offer, the date of the closing
under the dealer manager agreement or similar agreement or otherwise, and in
each such case in customary form and content for the type of Underwritten
Offering or Exchange Offer, as applicable;




                    (xiv) in the case of an Underwritten Offering or Exchange Offer, obtain
for delivery to and addressed to Post and the managing underwriter(s) or
dealer manager(s), if any, and, to the extent requested, each selling
Holder, a cold comfort letter from Post’s independent registered public
accounting firm in customary form and content for the type of Underwritten
Offering or Exchange Offer, dated the date of execution of the underwriting
agreement or dealer manager agreement or, if none, the date of commencement
of the Exchange Offer, and brought down to the closing, whether under the
underwriting agreement or dealer manager agreement, if applicable, or
otherwise;




                    (xv) in the case of an Exchange Offer that does not involve a dealer
manager, provide to each selling Holder such customary written
representations and warranties or other covenants or agreements as may be
reasonably requested by any selling Holder comparable to those that would be
included in an underwriting or dealer manager agreement;




                    (xvi) use its reasonable best efforts to comply with all applicable
rules and regulations of the SEC and make generally available to its
security holders, as soon as reasonably practicable, but no later than 90
days after the end of the 12-month period beginning with the first day of
Post’s first quarter commencing after the effective date



12









 






of the applicable
Registration Statement, an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act and the rules and regulations
promulgated thereunder and covering the period of at least 12 months, but
not more than 18 months, beginning with the first month after the effective
date of the Registration Statement;




                    (xvii) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by the applicable
Registration Statement from and after a date not later than the effective
date of such Registration Statement;




                    (xviii) cause all Registrable Securities covered by the applicable
Registration Statement to be listed on each securities exchange on which any
of Post’s securities are then listed or quoted and on each inter-dealer
quotation system on which any of Post’s securities are then quoted;




                    (xix) provide (A) each Holder participating in the Registration, (B)
the underwriters (which term, for purposes of this Agreement, shall include
a Person deemed to be an underwriter within the meaning of Section 2(11) of
the Securities Act), if any, of the Registrable Securities to be registered,
(C) the sale or placement agent therefor, if any, (D) the dealer manager
therefor, if any, (E) counsel for such Holder, underwriters, agent, or
dealer manager and (F) any attorney, accountant or other agent or
representative retained by such Holder or any such underwriter or dealer
manager, as selected by such Holder, the opportunity to participate in the
preparation of such Registration Statement, each prospectus included therein
or filed with the SEC, and each amendment or supplement thereto; and for a
reasonable period prior to the filing of such registration statement, upon
execution of a customary confidentiality agreement, make available upon
reasonable notice at reasonable times and for reasonable periods for
inspection by the parties referred to in (A) through (F) above, all
pertinent financial and other records, pertinent corporate and other
documents and properties of Post that are available to Post, and cause all
of Post’s officers, directors and employees and the independent public
accountants who have certified its financial statements to make themselves
available at reasonable times and for reasonable periods to discuss the
business of Post and to supply all information available to Post reasonably
requested by any such Person in connection with such Registration Statement
as shall be necessary to enable them to exercise their due diligence or
other responsibility, subject to the foregoing; provided that in no event
shall Post be required to make available any information which the Board
determines in good faith to be competitively sensitive or otherwise
confidential. The recipients of such information shall coordinate with one
another so that the inspection permitted hereunder will not unnecessarily
interfere with Post’s conduct of business. In any event, records which Post
determines, in good faith, to be confidential and which it notifies or
otherwise identifies in writing to the inspectors are confidential shall not
be disclosed by the inspectors unless (and only to the extent that) (i) the
disclosure of such records is necessary to permit a Holder to enforce its
rights under this Agreement or (ii) the release of such records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction. Each Holder agrees that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be
used by it as the basis for any market transactions in the securities of
Post or its Affiliates unless and until such is made generally available to
the public by Post or such Affiliate or for any reason not related to the
registration of Registrable Securities. Each Holder further agrees that it
will, upon learning that disclosure of such
records is sought in a court of competent jurisdiction, give notice to
Post and allow Post, at its expense, to undertake appropriate action to
prevent disclosure of the records deemed confidential;




13












 






	 	(xx)	 	in the case of an Underwritten Offering or Exchange Offer
registering 50% or more of the Retained Shares, cause the senior executive
officers of Post to facilitate, cooperate with, and participate in each
proposed offering contemplated herein and customary selling efforts related
thereto, except to the extent that such participation materially interferes
with the management of Post’s business; provided that the effectiveness
period for any Demand Registration shall be increased on a day-for-day basis
by the period of time that management cannot participate;
	 
	 	(xxi)	 	comply with requirements of the Securities Act, Securities
Exchange Act and other applicable laws, rules and regulations as well as
stock exchange rules; and
	 
	 	(xxi)	 	take all other customary steps reasonably necessary or advisable
to effect the registration and distribution of the Registrable Securities
contemplated hereby.





               (b) As a condition precedent to any Registration hereunder, Post may require each Holder as to
which any Registration is being effected to furnish to Post such information regarding the
distribution of such securities and such other information relating to such Holder, its ownership
of Registrable Securities and other matters as Post may from time to time reasonably request in
writing. Each such Holder agrees to furnish such information to Post and to cooperate with Post as
reasonably necessary to enable Post to comply with the provisions of this Agreement. If a Holder
fails to provide the requested information after being given 15 Business Days’ written notice of
such request and the requested information is required by applicable law to be included in the
Registration Statement, Post shall be entitled to refuse to include for registration such Holder’s
Registrable Securities or other shares of Common Stock in the Registration Statement.



               (c) Each Holder will as promptly as reasonably practicable notify Post at any time when a
prospectus relating thereto is required to be delivered (or deemed delivered) under the Securities
Act, of the occurrence of an event, of which such Holder has knowledge, relating to such Holder or
its disposition of Registrable Securities thereunder requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered (or deemed delivered) to the
purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they are made, not
misleading.



               (d) Ralcorp agrees, and any other Holder agrees by acquisition of such Registrable Securities,
that, upon receipt of any written notice from Post of the occurrence of any event of the kind
described in Section 2.03(a)(iv), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 2.03(a)(iv), or until such Holder is
advised in writing by Post that the use of the Prospectus may be resumed, and if so directed by
Post, such Holder will deliver to Post (at Post’s expense) all copies, of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice. In the event Post shall
give any such notice, the period during which the applicable Registration Statement is required to
be maintained effective shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such Registration
Statement either receives the copies of the supplemented or amended Prospectus contemplated by
Section 2.03(a)(iv) or is advised in writing by Post that the use of the Prospectus may be
resumed.



     Section 2.04 Underwritten Offerings or Exchange Offers.



               (a) If requested by the managing underwriters for any Underwritten Offering or dealer
manager(s) for any Exchange Offer requested by Holders pursuant to a Registration under Section
2.01, Post shall enter into an underwriting agreement or dealer manager agreement, as applicable,
with such underwriters or dealer manager(s) for such offering, such agreement to be reasonably
satisfactory in substance and form to Post



14









 




and the underwriters or dealer manager(s). Such
agreement shall contain such representations and warranties by Post and such other terms as are
generally prevailing in agreements of that type. Each Holder with Registrable Securities to be
included in any Underwritten Offering or Exchange Offer by such underwriters or dealer manager(s)
shall enter into such underwriting agreement or dealer manager agreement at the request of Post,
which agreement shall contain such reasonable representations and warranties by the Holder and such
other reasonable terms as are generally prevailing in agreements of that type.




               (b) In the event of a public sale of Post’s equity securities in an Underwritten Offering
(whether in a Demand Registration or a Piggyback Registration, whether or not the Holders
participate therein), the Holders hereby agree, and, in the event of a public sale of Post’s equity
securities in an Underwritten Offering or an Exchange Offer, Post shall agree, and it shall cause
its executive officers and directors to agree, if requested by the managing underwriter or
underwriters in such Underwritten Offering or by the Holder or the dealer manager or dealer
managers, if applicable, in an Exchange Offer, not to effect any sale or distribution (including
any offer to sell, contract to sell, short sale or any option to purchase) of any securities
(except, in each case, as part of the applicable Registration, if permitted hereunder) that are the
same as or similar to those being Registered in connection with such public sale, or any securities
convertible into or exchangeable or exercisable for such securities, during the period beginning
five days before, and ending 90 days (or such lesser period as may be permitted by Post or the
selling Holder(s), as applicable, or such managing underwriter or underwriters) after, the
effective date of the Registration Statement filed in connection with such Registration (or, if
later, the date of the Prospectus), to the extent timely notified in writing by such selling Person
or the managing underwriter or underwriters. The Holders and Post , as applicable, also agree to
execute an agreement evidencing the restrictions in this Section 2.04(b) in customary form, which
form is reasonably satisfactory to Post or the selling Holder(s), as applicable, and the
underwriter(s) or dealer manager(s), as applicable; provided that such restrictions may be included
in the underwriting agreement or dealer manager agreement, if applicable. Post may impose
stop-transfer instructions with respect to the securities subject to the foregoing restriction
until the end of the required stand-off period.



               (c) No Holder may participate in any Underwritten Offering or Exchange Offer hereunder unless
such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting
arrangements or dealer manager agreements approved by Post or other Persons entitled to approve
such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, dealer manager agreements, and other documents reasonably
required under the terms of such underwriting arrangements, dealer manager agreements, or this
Agreement.



     Section 2.05 Registration Rights Agreement with Participating Banks.



          If Ralcorp decides to engage in a Private Debt Exchange with one or more Participating Banks,
Post agrees that it will enter into a registration rights agreement with the Participating Banks at
the time of such Private Debt Exchange on terms and conditions consistent with this Agreement
(other than the voting provisions contained in Article III hereof) and reasonably satisfactory to
Post.




     Section 2.06 Registration Expenses Paid By Company.



          In the case of any registration of Registrable Securities required pursuant to this Agreement,
Post shall pay all Registration Expenses regardless of whether the Registration Statement becomes
effective; provided, however, Post shall not be required to pay for any expenses of any
Registration begun pursuant to Section 2.01 if the registration request is subsequently withdrawn
at the request of the Holders of a majority of the Registrable Securities to be registered (in
which case all participating Holders shall bear such expenses), unless the Holders of a majority of
the Registrable Securities agree to forfeit their right to one demand registration pursuant to
Section 2.01.





15









 








     Section 2.07 Indemnification.



               (a) Post agrees to indemnify and hold harmless, to the full extent permitted by law, each
Holder whose shares are included in a Registration Statement, its officers, directors, agents,
employees and each Person, if any, who controls (within the meaning of the Securities Act or the
Exchange Act) such Holder from and against any and all losses, claims, damages, liabilities (or
actions or proceedings in respect thereof, whether or not such indemnified party is a party
thereto) and expenses, joint or several (including reasonable costs of investigation and legal
expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or
alleged untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was Registered under the Securities Act (including any final or
preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any
documents incorporated by reference therein), or any such statement made in any free writing
prospectus (as defined in Rule 405 under the Securities Act) that Post has filed or is required to
file pursuant to Rule 433(d) of the Securities Act or any Ancillary Filing, (ii) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing
prospectus, in light of the circumstances under which they were made) not misleading; provided,
that with respect to any untrue statement or omission or alleged untrue statement or omission made
in any prospectus, the indemnity agreement contained in this paragraph shall not apply to the
extent that any such liability results from or arises out of (a) the fact that a current copy of
the prospectus was not sent or given to the Person asserting any such liability at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such Person if it is
determined by a court of competent jurisdiction in a final and non-appealable judgment that Post
has provided such prospectus and it was the responsibility of such Holder or its agents to provide
such Person with a current copy of the prospectus and such current copy of the prospectus would
have cured the defect giving rise to such liability, (b) the use of any prospectus by or on behalf
of any Holder after Post has notified such Person (i) that such prospectus contains an untrue
statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, (ii) that a stop order has been issued by the SEC with respect to a
Registration Statement or (iii) that a Disadvantageous Condition exists, (c) the use of any
prospectus by or on
behalf of any Holder with respect to any Registrable Securities after such time as the
obligation of Post to keep the Registration Statement effective in respect of such Registrable
Securities has expired, or (d) information furnished in writing by such Holder or on such Holder’s
behalf, in either case expressly for use in such Registration Statement, prospectus or in any
amendment or supplement thereto relating to such Holder’s Registrable Securities. This indemnity
shall be in addition to any liability Post may otherwise have. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Holder or any
indemnified party and shall survive the transfer of such securities by such Holder.



               (b) Each selling Holder whose Registrable Securities are included in a Registration Statement
agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by
law, Post, its directors, officers, agents, employees and each Person, if any, who controls Post
(within the meaning of the Securities Act and the Exchange Act) (i) to the extent such liabilities
arise out of or are based upon information furnished in writing by such Holder or on such Holder’s
behalf, in either case expressly for use in a Registration Statement, prospectus or in any
amendment or supplement thereto relating to such Holder’s Registrable Securities or (ii) to the
extent that any liability described in this Section 2.07(b) results from (a) the fact that a
current copy of the prospectus was not sent or given to the Person asserting any such liability at
or prior to the written confirmation of the sale of the Registrable Securities concerned to such
Person if it is determined by a court of competent jurisdiction in a final and non-appealable
judgment that it was the responsibility of such Holder or its agent to provide such Person with a
current copy of the prospectus and such current copy of the prospectus would have cured the defect
giving rise to such liability, (b) the use of any prospectus by or on behalf of any Holder after
Post has notified such Person (x) that such prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
(y) that a stop order has been issued by the SEC with respect to a Registration Statement or (z)
that a Disadvantageous Condition exists or (c) the use of any prospectus by or on behalf of any
Holder after such time as the obligation of Post to keep the related Registration Statement



16









 




in
respect of such Holder’s Registrable Securities effective has expired. This indemnity shall be in
addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of Post or any
indemnified party.




               (c) Any Person entitled to indemnification hereunder (an “indemnified party”) will give prompt
written notice to the indemnifying party of any claim with respect to which it seeks
indemnification; provided, that any delay or failure to so notify the indemnifying party shall
relieve the indemnifying party of its obligations hereunder solely to the extent that it is
materially prejudiced by reason of such delay or failure; and, provided further, that any such
delay or failure to so notify the indemnifying party shall not relieve it from any liability that
it may have to an indemnified party otherwise than under this Section 2.07. If an indemnified
party shall have notified the indemnifying party as aforesaid, the indemnifying party shall assume
the defense of such claim and retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others entitled to indemnification pursuant to this Section
2.07 that the indemnifying party may designate in connection the proceeding relating to such claim
and shall pay the fees and expenses relating to such proceeding and shall pay the fees and expenses
of such counsel related to such proceeding, as incurred. In any such proceeding, any indemnified
party shall have the right to select and employ separate counsel and to participate in the defense
of such claim, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party has agreed in writing to pay such fees or
expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within
a reasonable time after receipt of notice of such claim from the
indemnified party and employ counsel reasonably satisfactory to such indemnified party, (iii)
the indemnified party has reasonably concluded that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those available to the
indemnifying party, or (iv) in the reasonable judgment of any such indemnified party, a conflict of
interest may exist between such indemnified party and the indemnifying party with respect to such
claims (in which case, if such indemnified party notifies the indemnifying party in writing that
such indemnified party elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of such claim on behalf of
such Person). The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent (which shall not be unreasonably withheld, conditioned or
delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify each indemnified party from and against any Loss by reason
of such settlement or judgment. No indemnifying party shall, without the written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnification could have been
sought hereunder by such indemnified party , unless such settlement (A) includes an unconditional
release of such indemnified party, in form and substance reasonably satisfactory to such
indemnified party, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any indemnified party. It is understood and agreed that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be
liable for the reasonable fees, disbursements and other charges of more than one separate firm (in
addition to any local counsel) for all such indemnified party or parties unless (x) the employment
of more than one counsel has been authorized in writing by the indemnified party or parties, (y) an
indemnified party has reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the other indemnified parties or (z) a
conflict or potential conflict exists or may exist between such indemnified party and the other
indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels, and that the indemnifying
party shall reimburse all such fees and expenses as they are incurred.



               (d) If for any reason the indemnification provided for in Section 2.07(a) or Section 2.07(b)
is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by
Section 2.07(a) or Section 2.07(b), then the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and the indemnified party
on the other hand. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the indemnifying party or



17









 




the
indemnified party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in
this Section 2.07(d) to the contrary, no indemnifying party (other than Post) shall be required
pursuant to this Section 2.07(d)to contribute any amount in excess of the amount by which the net
proceeds received by such indemnifying party from the sale of Registrable Securities in the
offering to which the Losses of the indemnified parties relate (before deducting expenses, if any)
exceeds the amount of any damages which such indemnifying party has otherwise been required to pay
by reason of such untrue statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 2.07(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in this Section 2.07(d). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall
be deemed to include, for purposes of this Section 2.07(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating, preparing to defend or
defending against or appearing as a third party witness in respect of, or otherwise incurred in
connection with, any such loss, claim, damage, expense, liability, action, investigation or
proceeding. If indemnification is available under this Section 2.07, the indemnifying parties shall
indemnify each indemnified party to the full extent provided in Section 2.07(a)and Section 2.07(b)
without regard to the relative fault of said indemnifying parties or indemnified party. Any
Holders’ obligations to contribute pursuant to this Section 2.07(d) are several and not joint.




     Section 2.08 Reporting Requirements; Rule 144.



               Until the earlier of the expiration or termination of this Agreement or the date upon which
Ralcorp and its Subsidiaries (other than Post and its Subsidiaries) cease to own any Retained
Shares, Post shall use its commercially reasonable efforts to be and remain in compliance with the
periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange
Act, and any other applicable laws or rules, and thereafter shall timely file such information,
documents and reports as the SEC may require or prescribe under Sections 13, 14 and 15(d), as
applicable, of the Exchange Act so that Post will qualify for registration on Form S-3 and to
enable Ralcorp to sell Registrable Securites without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, or (ii) any
similar rule or regulation hereafter promulgated by the SEC. From and after the date hereof
through the earlier of the expiration or termination of this Agreement or the date upon which
Ralcorp and its Subsidiaries (other than Post and its Subsidiaries) cease to own any Retained
Shares, Post shall forthwith upon request furnish any Holder (i) a written statement by Post as to
whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of
the most recent annual or quarterly report of Post, and (iii) such other reports and documents
filed by Post with the SEC as such Holder may reasonably request in availing itself of an exemption
for the sale of Registrable Securities without registration under the Securities Act.



ARTICLE III




Voting Restrictions



     Section 3.01 Voting of Company Common Stock.



               (a) From the date of this Agreement and until the date that Ralcorp and its Subsidiaries
(other than Post and its Subsidiaries) cease to own any Retained Shares, Ralcorp shall, and shall
cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be
present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to
cause all Retained Shares owned by them to be counted as present for purposes of establishing a
quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual
or statutory rights), or cause to be voted or consented on any such matter, all such Retained
Shares in proportion to the votes cast by the other holders of Common Stock on such matter.



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               (b) From the date of this Agreement and until the date that Ralcorp and its Subsidiaries
(other than Post and its Subsidiaries) cease to own any Retained Shares, Ralcorp hereby grants, and
shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to
grant, an irrevocable proxy, which shall be deemed coupled with an
interest sufficient in law to support an irrevocable proxy to Post or its designees, to vote,
with respect to any matter (including waivers of contractual or statutory rights), all Retained
Shares owned by them, in proportion to the votes cast by the other holders of Common Stock on such
matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained
Share upon any sale, transfer or other disposition of such Retained Share from Ralcorp or any of
its Subsidiaries to a Person other than Ralcorp or any of its Subsidiaries; and (B) nothing in this
Section 3.01(b) shall limit or prohibit any such sale, transfer or disposition.



               (c) Ralcorp acknowledges and agrees that Post will be irreparably damaged in the event any of
the provisions of this Article III are not performed by Ralcorp and its Subsidiaries in accordance
with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that
Post shall be entitled to an injunction to prevent breaches of this Article III and to specific
enforcement of the provisions of this Article III in any action instituted in any court of the
United States or any state having subject matter jurisdiction.



ARTICLE IV




Miscellaneous



     Section 4.01 Term.



          Except as set forth in Section 4.04, this Agreement shall terminate upon the Registration or
other sale, transfer or disposition of all the Retained Shares from Ralcorp or any of its
Subsidiaries to a Person other than Ralcorp or any of its Subsidiaries, except for the provisions
of Section 2.06 and Section 2.07 and all of this Article IV, which shall survive any such
termination.




     Section 4.02 Entire Agreement.



          This Agreement, including the Exhibits referred to herein, constitutes the entire agreement
between any of the parties hereto with respect to the subject matter contained herein or therein,
and supersede all prior agreements, negotiations, discussions, understandings and commitments,
written or oral, between any of the parties hereto with respect to such subject matter.




     Section 4.03 Choice of Law.



          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF MISSOURI, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION OR RULE
THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.




          Each of the parties hereto agrees to submit to the jurisdiction of the United States District
Court for the Eastern District of Missouri and in any State of Missouri court located in St. Louis,
Missouri for purposes of all legal proceedings arising out of, or in connection with, this
Agreement or the transactions contemplated hereby, and irrevocably waives any objection which it
may now or hereafter have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum.




          BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY
AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED
BY A JUDGE APPLYING
SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST





19









 







COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT.




     Section 4.04 Amendment



               (a) This Agreement may not be amended or modified and waivers and consents to departures from
the provisions hereof may not be given, except by an instrument or instruments in writing making
specific reference to this Agreement and signed by Post, and the Holders of a majority of the
Registrable Securities.



     Section 4.05 Waiver.



          Any term or provision of this Agreement may be waived, or the time for its performance may be
extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be
validly and sufficiently given for the purposes of this Agreement if, as to any party, it is in
writing signed by an authorized representative of such party. The failure of any party to enforce
at any time any provision of this Agreement shall not be construed to be a waiver of such
provision, or in any way to affect the validity of this Agreement or any part hereof or the right
of any party thereafter to enforce each and every such provision. No waiver of any breach of this
Agreement shall be held to constitute a waiver of any other or subsequent breach.




     Section 4.06 Partial Invalidity.



          Wherever possible, each provision hereof shall be interpreted in such a manner as to be
effective and valid under applicable law, but in case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
provision or provisions shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of such provision or
provisions or any other provisions hereof, unless such a construction would be unreasonable.




     Section 4.07 Execution in Counterparts.



          This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original instrument, but all of which shall be considered one and the same agreement, and shall
become binding when one or more counterparts have been signed by and delivered to each of the
parties hereto.




     Section 4.08 Successors, Assigns and Transferees.



               (a) This Agreement and all provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. Post may assign this
Agreement at any time in connection with a sale or acquisition of Post, whether by merger,
consolidation, sale of all or substantially all of Post’s assets, or similar transaction, without
the consent of the Holders; provided that the successor or acquiring Person agrees in writing to
assume all of Post’s rights and obligations under this Agreement. A Holder may assign its rights
and obligations under this Agreement only (a) to an Affiliate of such Holder that acquires any of
such Holder’s Registrable Securities and executes an agreement to be bound hereby in the form
attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Post,
or (b) with the prior written consent of Post, and any purported assignment by a Holder other than
as set forth in this Section 4.08(a). shall be null and void; provided,
however, that, prior to the second anniversary of the date of this Agreement, Ralcorp or any
of its Subsidiaries that is a Holder may assign its right to one Demand Registration hereunder to
each unaffiliated third party to whom Ralcorp sells or otherwise transfers Registrable Securities
representing 5% or more of Post’s then issued and outstanding Common Stock (a
“Transferee”), which Demand Registration shall be subject to the terms and conditions of
this Agreement (other than Section 2.02(a), Section 2.02(b), Section 2.02(c), Section 2.05 and
Article III); provided, further, that (i) if the Transferee shall exercise any Demand Registration
that has been assigned to it by Ralcorp or any of Ralcorp’s Subsidiaries pursuant to the foregoing,
then such Demand



20









 




Registration shall constitute a Demand Registration request by the Holder(s) for
purposes of the limitation on the number of Demand Registration requests set forth in Section
2.01(b); and (ii) no Transferee may exercise any Demand Registration assigned to such Transferee
after the second anniversary of the date of this Agreement.




               (b) Subject to Section 4.08(a) and provided that Post is given written notice by the Holders
prior to or at the time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights under this Agreement are being
assigned, the Registration Rights shall be transferred with the transfer of Registrable Securities;
provided that to the extent any such transfer consists of Registrable Securities representing less
than 1% of Post’s then issued and outstanding Common Stock and such Registrable Securities are
eligible for transfer pursuant to an exemption from the registration and prospectus delivery
requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to
Rule 144), no Registration Rights shall be transferred therewith. Notwithstanding the foregoing,
if such transfer is subject to covenants, agreements or other undertakings restricting
transferability thereof, the Registration Rights shall not be transferred in connection with such
transfer unless such transfer complies with all such covenants, agreements and other undertaking.
In all cases, the Registration Rights shall not be transferred unless the transferee thereof
executes a counterpart attached hereto as Exhibit A and delivers the same to Post.



     Section 4.09 Notices.



               (a) All notices, requests, claims, demands and other communications required or permitted
hereunder shall be in writing and shall be deemed duly given or delivered (i) when delivered
personally, (ii) if transmitted by facsimile when confirmation of transmission is received or by
email when receipt of such email is acknowledged by return email, (iii) if sent by registered or
certified mail, postage prepaid, return receipt requested, on the third business day after mailing
or (iv) if sent by private courier when received; and shall be addressed as follows:


If to Ralcorp, to:



Ralcorp Holdings, Inc.

800 Market Street

St. Louis, Missouri 63101

Attention: Gregory A. Billhartz

Facsimile: (314) 877-7748



If to Post, to:

Post Holdings, Inc.

[Address]

Attention:

Facsimile:



or to such other address as such party may indicate by a notice delivered to the other parties.




               (b) Each Holder, by written notice given to Post in accordance with this Section 4.09, may
change the address to which notices, other communications or documents are to be sent to such
Holder. All notices, other communications or documents shall be deemed to have been duly given:
(i) at the time delivered by hand, if personally delivered; (ii) when receipt is acknowledged in
writing by addressee, if by facsimile transmission; (iii) five Business Days after being deposited
in the mail, postage prepaid, if mailed by first class mail; and (iv) on the first business day
with respect to which a reputable air courier guarantees delivery; provided, however, that notices
of a change of address shall be effective only upon receipt. Post shall have no obligation to
deliver any notices under this Agreement to or otherwise interact with any purported Holder that
has not provided notice to Post pursuant to this Section 4.09, and no such Person shall have any
rights under this Agreement unless and until such Person delivers such notice.



21









 





     Section 4.10 No Reliance on Other Party.



          The parties hereto represent to each other that this Agreement is entered into with full
consideration of any and all rights which the parties hereto may have. The parties hereto have
relied upon their own knowledge and judgment and have conducted such investigations they and their
in-house counsel have deemed appropriate regarding this Agreement and their rights in connection
with this Agreement. The parties hereto are not relying upon any representations or statements
made by any other party, or any such other party’s employees, agents, representatives or attorneys,
regarding this Agreement, except to the extent such representations are expressly set forth or
incorporated in this Agreement. The parties hereto are not relying upon a legal duty, if one
exists, on the part of any other party (or any such other party’s employees, agents,
representatives or attorneys) to disclose any information in connection with the execution of this
Agreement or its preparation, it being expressly understood that no party hereto shall ever assert
any failure to disclose information on the part of any other party as a ground for challenging this
Agreement or any provision hereof.




     Section 4.11 Performance.



          Each party shall cause to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth herein to be performed by any Subsidiary of such party.




     Section 4.12 Attorneys’ Fees.



          In any action or proceeding brought to enforce any provision of this Agreement or where any
provision hereof is validly asserted as a defense, the successful party shall, to the extent
permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any
other available remedy.




     Section 4.13 Further Assurances.



          Each of the parties hereto shall execute and deliver all additional documents, agreements and
instruments and shall do any and all acts and things reasonably requested by the other party hereto
in connection with the performance of its obligations undertaken in this Agreement.




     Section 4.14 Registrations, Exchanges, etc..



          Notwithstanding anything to the contrary that may be contained in this Agreement, the
provisions of this Agreement shall apply to the full extent set forth herein with respect to (i)
any shares of Common Stock, now or hereafter authorized to be issued, (ii) any and all securities
of Post into which the shares of Common Stock are converted, exchanged or substituted in any
recapitalization or other capital reorganization by Post and (iii) any and all securities of any
kind whatsoever of Post or any successor or permitted assign of Post (whether by merger,
consolidation, sale of assets or otherwise) which may be issued on or after the date hereof in
respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock,
and shall be appropriately adjusted for any stock dividends, or other distributions, stock splits
or reverse stock splits, combinations, recapitalizations mergers, consolidations, exchange offers
or other reorganizations occurring after the date hereof.




[The remainder of this page has been left blank intentionally.]






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     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
authorized representatives as of the date first above written.



	 	 	 	 	 

	 

	 	Ralcorp Holdings, Inc.	 	 
	 
	 	 	 	 
	 

	 	By:                                                            	 	 
	 

	 	Name:                                                            
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	Post Holdings, Inc.	 	 
	 
	 	 	 	 
	 

	 	By:                                                            	 	 
	 

	 	Name:                                                            	 	 
	 

	 	Title:	 	 






23









 






Exhibit A




     THIS INSTRUMENT forms part of the Shareholder’s and Registration Rights Agreement (the
“Agreement”), dated as of      , 2012, by and among Post Holdings, Inc., a Missouri corporation
(“Post”), and Ralcorp Holdings, Inc., a Missouri corporation (the “Ralcorp”). The undersigned
hereby acknowledges having received a copy of the Agreement and having read the Agreement in its
entirety, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, hereby agrees that the terms and conditions of the
Agreement binding upon and inuring to the benefit of Ralcorp shall be binding upon and inure to the
benefit of the undersigned and its successors and permitted assigns as if it were an original party
to the Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this instrument on this day       of      , 20 .



	 	 	 	 	 

	 

	 	 

(Signature of transferee)
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print name	 	 







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