under, in respect of, or by virtue of this
Agreement. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN
CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN
ANY WAY HERETO OR THERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR
THEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, UNLESS OTHERWISE
EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
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4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
ASSIGNOR: POST HOLDINGS, INC. By:
/s/ Jeff. A Zadoks Name:
Jeff A. Zadoks
Title:
Executive Vice President and Chief Financial Officer
ASSIGNEE: BELLRING BRANDS, LLC By:
/s/ Paul A. Rhode
Name:
Paul A. Rode Title:
Chief Financial Officer
ADMINISTRATIVE AGENT: MORGAN STANLEY SENIOR FUNDING, INC., as Administrative
Agent By:
/s/ Ethan Plater Name:
Ethan Plater Title:
Authorized Signatory