In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Q: AMENDMENT NO. 2 TO STREMICK'S HERITAGE FOODS, LLC and PREMIER NUTRITION CORPORATION MANUFACTURING AGREEMENT

This Second Amendment (Second Amendment), entered into by and between Stremick's Heritage Foods, LLC, (Heritage), Premier Nutrition Corporation (Premier) is effective as of October 1, 2018 (Second Amendment Effective Date) and amends that certain Manufacturing Agreement between Heritage and Premier dated July 1, 2017 (Agreement). Heritage and Premier are each referred to herein as a Party and collectively as the Parties.

WHEREAS, PREMIER and HERITAGE entered into the Agreement;

WHEREAS, the Parties wish to extend and amend the Agreement in accordance with the terms and conditions set forth herein; and

WHEREAS, HERITAGE [***] desires to produce Products packaged in aseptic plastic bottles (Bottled Products) for PREMIER in accordance with the terms and conditions set forth in the Agreement, as well as those set forth herein, [***]; and

NOW, THEREFORE, in consideration of the promises and of the mutual covenants, representations and warranties, contained in the Agreement and set forth herein, the Parties hereby agree that the following changes be made to the Agreement: 1. Term. This Second Amendment shall be effective from The Second Amendment Effective Date and shall expire on December 31, 2021. Upon expiration, this Second Amendment shall be of no further force or effect, and the terms and conditions of the Agreement shall as they were before the Second Amendment Effective Date. Notwithstanding anything herein to the contrary, a Party's right to enforce the terms and conditions of this Second Amendment shall survive the Second Amendment's expiration. 2. 1 BASIC TERMS. Section 1, of the Agreement is amended as follows:

a. Section 1(a)(viii) is removed in its entirety and replaced with:

(viii) Pricing and Terms for Tetra 325 ml Dreamcaps ........................ Schedule C

b. A new section, Section 1(a)(xi), is inserted to read

(xi) Pricing and Terms for Aseptic Plastic Bottles ........................... Schedule C-1 3. PRODUCTION OF PRODUCT.

a. Section 2(a) of the Agreement is amended so that the first sentence that previously read:

Heritage shall produce the products described on Schedule A attached hereto, as may be amended by the Parties hereafter from time to time (the Products), for Premier at [***] Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the Facilities). [***]

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





now reads:

Heritage shall produce the products described on Schedule A and Schedule A-1 attached hereto, as may be amended by the Parties hereafter from time to time (the Products, each individual unit of Product Unit), for Premier at [***] Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the Facilities). [***], except that, notwithstanding anything herein to the contrary, [***].

b. Section 2(c) of the Agreement is amended so that the term Units as defined therein is now referred to as Tetra Units.

c. Section 2(d) of the Agreement is amended so that whereas it previously read:

During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in excess of [***] and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C.

it now reads:

During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in in excess of [***] and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C.

d. Section 2(e) of the Agreement is amended so that whereas it previously read:

[***]

it now reads:

[***]

e. Section 2(f) of the Agreement is amended so that whereas it previously read:

[***]

it now reads:

[***]

f. Section 2(m) of the Agreement is amended so that the term Units appearing in the second complete sentence is replaced with the term Tetra Units.

g. Section 2(n) of the Agreement is amended so that the last sentence that previously read:

The final production quantity by Heritage and Jasper will count towards the MAOV requirements 2

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





now reads:

The final production quantity of Tetra Units by Heritage and Jasper will count toward the MAOV requirements for Tetra Units.

h. Section 2(o)(i) of the Agreement is amended so that the first sentence that previously read:

All Products manufactured, packaged and delivered to Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A, which Schedule may from time to time be modified by Premier in writing (the Specifications), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage.

now reads:

All Products manufactured, packaged and delivered by Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A and/or Schedule A-1, which Schedules may from time to time be modified by Premier in writing (the Specifications), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage. 4. Section 3 DELIVER, PRICING, BILLING AND PAYMENT

a. Section 3(b) of the Agreement is amended so that whereas it previously read:

Heritage shall purchase all ingredients and packaging materials identified in Schedule C to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the [***] billing as identified on Schedule C.

now reads:

Heritage shall purchase all ingredients and packaging materials identified in the relevant Schedule C or Schedule C-l to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the [***] billing as identified on the relevant Schedule C or Schedule C-l. Heritage shall not, however, purchase ingredients or packaging materials in excess of those required [***].

b. Section 3(c) of the Agreement is amended so that whereas it previously read:

Heritage shall charge Premier [***] as set forth in Schedule C.

it now reads:

Heritage shall charge Premier [***] as set forth in the relevant Schedule C or Schedule C-1. 5. Schedule A-l. The following is attached to and incorporated into the Agreement as Schedule A-l:

Schedule A-1 ([***])

[***]

[***] 3

Source: BELLRING BRANDS, INC., S-1, 9/20/2019





6. Section 13 NOTICES is amended such that whereas Notice to PREMIER was required to:

VP Operations Premier Nutrition Corporation 188 Spear Street, Suite 600 San Francisco, CA 94608 Email:[***]

With a Copy to General Counsel: Email [***]

it is now required to:

Premier Nutrition Corporation VP Operations 1222 67th Street, Suite 210 Emeryville, CA 94608 Email: [***]

With a Copy to General Counsel: Email [***] 7. Schedule C-l. The following is attached to and incorporated into the Agreement as Schedule C-l:

Schedule C-1 ([***])

[***]

8. Except as otherwise specified above in this Amendment, all other terms, conditions, and covenants of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized officer on the day and year first above written. PREMIER NUTRITION CORPORATION STREMICKS HERITAGE FOODS, LLC And as and for Jasper Products, LLC

BY: /s/ Darcy Davenport BY: /s/ Sam Stremick ITS: President ITS: President 4

Source: BELLRING BRANDS, INC., S-1, 9/20/2019

A: Highlight the parts (if any) of this contract related to Expiration Date that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?
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Q: 1.

2.

2.1

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4.1



EXHIBIT 1.1 Strategic Alliance Agreement

This Agreement is made and entered into this 30th day of June 2017,

Between: Turnkey Capital Inc., having its office located at 2929 E. Commercial Blvd, Suite PH-D, Ft. Lauderdale, Florida, hereinafter referred to as TKCI;

And:

A Seminole Indian Company to be formed by Former Seminole Tribal Chairman James E. Billie and Craig Talesman, having an office located at 1800 Frank Huff Road, Seminole Reservation, Okeechobee, FL 34974, hereinafter referred to as SIC.

Overview

The purpose and intent of this strategic alliance is to combine the resources and talents of, TKCI and SIC, in order to take advantage of every opportunity permitted by tribal sovereignty to create revenue streams in multiple areas in conjunction with operating partners that have existing marketing and customers in place, thereby limiting the capital requirements and risk. New marketing advantages based upon competitive pricing, cross marketing and new revenue streams from expansion into other industries will grow the business beyond anything previously imagined. The structure may also be used for additional compatible acquisitions which will also fuel growth. TKCI believes that structuring operations with Tribal Sovereignty will deliver the financial advantages of operating in a tax free environment with limited liability, plus other benefits such as permit and zoning ease, supporting an ideal structure for investment capital and successful entrepreneurial ventures.

Term

The term of this Agreement is twenty-four (24) months. The Agreement may be renewed, subject to mutual written approval.

Notwithstanding the completion, expiration or termination of this Agreement, the indemnities warranties and undertakings contained or referred to in this Agreement shall continue to subsist for as long as may be necessary for the purpose of giving effect to each one and every one of them.

TKCI Committments

TKCI shall establish a wholly-owned subsidiary (the Holding Company) for the sole purpose of conducting and developing business on behalf of this alliance. The utilization of this subsidiary will provide for separate record keeping, reporting and tracking of all business related to this agreement.

In addition to capital recruitment functions, TKCI shall perform all of the functions and accept all of the responsibilities of the position of Chief Financial Officer including but not limited to management of accounts receivable and accounts payable, interfacing with Holding Company accountants on tax matters, interfacing with Holding Company accountants and lawyers on regulatory and compliance matters, and all other tasks typically and reasonably associated with the post and position of Chief Financial Officer.

Committments and Rights of SIC

SIC acknowledges and agrees that the ability of TKCI to render its services is uniquely dependent upon





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the cooperation and provision of information to TKCI by Chief James E. Billie and Craig Talesman for SIC. In the event that information is required, it shall be provided in writing.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the closing of the transactions by: 1) participating in meetings with key decision makers, providing process overview, and describing case histories of similarly situated projects; and 2) providing advice on issues such as i) location; (ii) deal structure; (iii) funding; (iv) timing/phasing; (v) cash flow/revenue collection issues; and (vi) other major implementation issues.

SIC shall allow TKCI to review and analyze all business opportunities that could be mutually beneficial to TKCI and SIC within the time frame of this alliance.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the finalization of project structuring plans geared toward maximizing all available revenue streams.

SIC, represented by Chief James E. Billie and Craig Talesman, will provide access to other opportunities.

The decision to join this alliance is at the absolute discretion of Chief James E. Billie and Craig Talesman. TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.

SIC may try to locate, or authorize others to locate potential investors who are not Reserved Investors (or Rejected Investors), and SIC may accept investments from such other investors, without incurring any liability towards TKCI

Fees and Financial Structuring

A wholly-owned subsidiary (the Holding Company) shall be established by TKCI to accomplish the following:

To hold the assets and liabilities of the TKCI/SIC alliance and provide for separate management of the alliance business operations.

Operating capital may be raised and a growing shareholder base may be established to support future expansion.

Net revenue from business operations created by Holding Company for the alliance will be distributed by Holding Company equally - 50/50 - to TKCI and SIC:

SIC's original business concepts and plans, as well as opportunities brought to the table through its connections, and third-party contracts, are ways that we anticipate business could be generated, and revenues created; TKCI's advisory and management services and capital resources will provide the critical structure and business mechanism to carry concepts through to revenue. Turnkey Capital Inc. (TKCI) will reserve ten percent (10%) of the shares of TKCI for SIC. These shares will be issued once an exclusivity agreement is reached. Once the Holding Company is raising funds and generating revenue, the parties will negotiate a monthly fee.





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Confidentiality and non-compete During the term of this Agreement and for one (1) year thereafter, TKCI will keep in confidence, not reveal, not use and not allow or assist others to use, any information marked Confidential received from or through SIC in the context of its activities hereunder, except as authorized in writing by SIC. However, TKCI may assume that unless SIC specifically advises it to the contrary, in writing, with respect to an item of information, it may reasonably make such information available to third parties that TKCI is attempting to introduce to SIC. Such information includes, but is not limited to SIC's business plans and proprietary disclosures. The above provisions will survive the termination of this Agreement, except they will not apply to information that (i) is in the public domain or later becomes available to the public through no breach of this Agreement by either party; (ii) is obtained by either party from a third party who had the legal right to disclose the information to that party; (iii) is already in the possession of the receiving party on the date this Agreement becomes effective; (iv) is independently developed by either party or (v) is required to be disclosed by law, government regulation, or court order.

Termination This Agreement may be terminated early if mutually agreed to by both parties in writing, or for cause, which is defined as conviction of either party of a criminal offense, actions in bad faith, and knowing or intentional misconduct, failure to perform as determined by SIC, or a material breach of this Agreement. The expiration or early termination of this Agreement shall not affect any of its provisions which are expressed to operate or have an effect afterwards or any right of action already accrued to either party in respect of any breach by the other party.

Warranties and Indemnification SIC represents and warrants to TKCI that the undersigned are duly authorized to execute and enter into this Agreement, and that all information relating to SIC furnished by Chief James E. Billie and Craig Talesman, or its other representatives, to TKCI will be complete, accurate and not misleading.

Each party (the Defaulting party) shall indemnify the other party (the Innocent party) and keep the Innocent Party indemnified and harmless from and against any claims brought against the Innocent Party as a result of any acts or omissions of the Defaulting Party, whether such acts or omissions relate to the Defaulting Party's tasks under this Agreement or not. The Defaulting Party's liability under this provision shall extend to legal fees and to court and/or arbitration expenses, as the case may be as well as any other expenses incurred by the Innocent Party in the course of defending and/or handling and/or settling such claim.

Strategic Alliance TKCI is performing under this Agreement as a Strategic Alliance member and is not a legal or implied agent or employee of SIC. This Agreement does not create agency or employment relationship between the parties hereto.

TKCI shall not, by reason of this Agreement or the performance of the services delineated herein, be or be deemed to be, an employee of SIC, and TKCI shall have no power to enter into any agreement on behalf of, or otherwise bind SIC. Without limiting the foregoing, TKCI shall not enter into any contract or commitment on behalf of SIC.

SIC acknowledges and agrees that TKCI shall have no liability resulting from TKCI's failure to obtain any financing for any of its programs or business concepts. Neither party shall have any claim whatsoever against the other if an investment or a sales opportunity was lost because of any of the other party's acts or omissions.





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SIC understands that TKCI is not acting as a broker-dealer or dealer in securities with respect to any transaction contemplated hereunder, and that any securities which may be sold in respect to any such transaction are being sold directly by or to SIC, to or by TKCI parties to such transaction. SIC acknowledges and agrees that no liability will be attributed to TKCI in connection with the issuance of any equity or securities. Any fees due to TKCI are to be paid solely as finder's fee and as remuneration for other services provided for under this Agreement.

TKCI will have First Right of Refusal with regard to any sale or disposition of any part or the whole of companies or projects developed in relationship with this alliance.

Arbitration This Agreement shall be governed by the laws of the State of Florida. Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties shall be settled in arbitration before a single arbitrator. If arbitration fails to render a mutually agreement resolution the Courts of the State of Florida will be deemed to have jurisdiction. In addition to all other remedies provided in this Agreement, the prevailing party shall be entitled to all costs and expenses reasonably incurred as a result of said breach, including arbitration and court costs, and reasonable attorney's fees.

Miscellaneous This Agreement, together with any added Appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement. This Agreement may be changed only by mutual agreement between the parties, expressed in writing.

All notices under this Agreement shall be in writing and shall be deemed given if delivered to the party personally, or five (5) days after sent by registered airmail or by an express courier, as well as delivery by confirmed facsimile transmission or confirmed electronic mail. The addresses for notices given under this Agreement shall be those provided above.

If any provision of this Agreement is held by an arbitrator to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force, and the stricken provision shall be replaced by a valid, legal and enforceable provision having as nearly as possible the same economic and practical effect.

This Agreement shall be binding on all parties' respective assigns and successors.

Facsimile copies of this Agreement, with signatures, shall be given the same legal effect as an original with original signatures.

And in witness, the parties sign on the day and date first above written:

For Chief James E. Billie   Craig Talesman   Turnkey Capital Inc.         Sign: /s/ Chief James E. Billie   /s/ Craig Talesman   /s/ Neil Swartz          Name: Craig Talesman      Neil Swartz          Title:       Chief Executive Officer

A: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
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Q: This Amendment is entered into effective October 1,1996 (Amendment Date) by and between NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro (Distributor) acting on behalf of itself and its affiliates.

NETGEAR and Distributor having previously entered into a Distributor Agreement (Agreement) with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:

1.       Subject to the terms of this Amendment, the Territory listed in Section          2 of the Agreement is amended to be the United States and [*].

2.       During the initial one year period beginning on the Amendment Date,          Distributor shall be the only distributor appointed by NETGEAR in [*],          subject to Distributor conducting mutually agreed to marketing          activities as described in the Marketing Plan for [*] to be developed          and agreed to by and between the parties and which shall be attached to          and made a part of this Agreement as Exhibit 4a. For the purposes of          this provision, distributor shall mean a company acquiring products          directly from NETGEAR for resale or license to dealers or other second          tier resellers which in turn resell or license the products to end use          customers. The foregoing notwithstanding, during the [*] and any          subsequent period, NETGEAR reserves the right to sell or license          Products in [*] to customers other than distributors such as, but not          limited to resellers who procure Products at centralized locations for          resale to end-use customers solely through their wholly or majority          owned retail outlets, both store-front and catalog. Following the [*],          for any extension or renewal term, Distributor's appointment as          Distributor shall be non-exclusive and NETGEAR may appoint other          distributors in [*] at its sole discretion.

3.       The terms and conditions of this Amendment, shall amend and supersede          any conflicting terms of the original Agreement. All other terms of the          original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

NETGEAR:                                       DISTRIBUTOR:

NETGEAR, INC.                                  INGRAM MICRO

By: /s/ Lloyd Cainey                           By: /s/ Michael Terrell     ---------------                                ------------------- Name: /s/ Lloyd Cainey                         Name:   Michael Terrell Title: Exec VP Enterprise Business Group       Title:  Vice President Purchasing Date:  4/30/97                                 Date:   2/21/97

Ingram Amendment                        1                                 111296

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

[INGRAM MICRO LOGO]

                               AMENDMENT #2 TO THE                              DISTRIBUTION AGREEMENT

THIS AMENDMENT (the Amendment) is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. (Ingram) and NETGEAR, INC. (Vendor).

The parties have agreed to amend their Distribution Agreement (Agreement) dated October 1,1996.

1.       Section 2, TERRITORY, is amended to be United States, [*].

2.       This Amendment shall remain in effect for the current term and any          renewal term of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.

INGRAM MICRO INC.                                    NETGEAR, INC. 1600 East St. Andrew Place                           4401 Great America Parkway Santa Ana, CA 92705                                  P.O. Box 58185                                                      Santa Clara, CA 95052-8185

By: /S/ AC Mann                                         By: /s/ PATRICK Lo     ----------------                                        -------------------- Name:  AC Mann                                       Name:  PATRICK Lo Title: VP Purchasing                                 Title: V. P.

Netgear, Inc.                     1                  Confidential Doc Rev 2/97                                              7/15/98

A:
Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
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