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 
Question: 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?
Output: 1221