S-4/A

As filed with the Securities and Exchange Commission on June 18, 2014.

Registration No. 333-193468

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________

POST HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Missouri	2040	45-3355106
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

_____________________

2503 S. Hanley Road
St. Louis, MO 63144
(314) 644-7600(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________

Diedre J. Gray
Senior Vice President, General Counsel and Corporate Secretary
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, MO 63144
Telephone: (314) 644-7600
Fax: (314) 646-3367

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Tom W. Zook

Lewis, Rice & Fingersh, L.C.
600 Washington, Suite 2500
St. Louis, MO 63101
Tel: (314) 444-7600
Fax: (314) 612-7671

_____________________

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

___________________________

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
7.375% Senior Notes due 2022	$350,000,000	100%	$350,000,000	$45,080 (2)
Guarantees of 7.375% Senior Notes due 2022	$350,000,000	—	—	(3)

(1)Estimated pursuant to Rule 457(f) solely for the purpose of calculating the registration fee.

(2) Previously paid in connection with original filing.

(3)Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A*

Exact Name of Each Additional Registrant as Specified in its Respective Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Post Foods, LLC	DE	43-1766315
Attune Foods, LLC	DE	37-1730215
Premier Nutrition Corporation	DE	94-3339531
Premier Protein, Inc.	CA	45-3178614
Agricore United Holdings Inc.	DE	86-1167965
Dakota Growers Pasta Company, Inc.	ND	45-0423511
Primo Piatto, Inc.	MN	41-1881667
DNA Dreamfields Company, LLC	OH	20-0376833
Dymatize Holdings, LLC	DE	32-0442358
Dymatize Enterprises, LLC	DE	27-4267506
Custom Nutriceutical Laboratories, LLC	DE	27-4267748
Supreme Protein, LLC	DE	90-0802672
TA/DEI-A Acquisition Corp.	DE	27-4340322
TA/DEI-B1 Acquisition Corp.	DE	27-4340350
TA/DEI-B2 Acquisition Corp.	DE	27-4340391
TA/DEI-B3 Acquisition Corp.	DE	27-4340422
Golden Acquisition Sub, LLC	DE	**
GB Acquisition USA, Inc.	WA	98-0546735
Nuts Distributor of America Inc.	WA	72-1548821
Golden Nut Company (USA), Inc.	WA	72-1548826
Golden Boy Nut Corporation	DE	99-0368728
Golden Boy Portales, LLC	DE	35-2503747

____________

*Address, including zip code, and telephone number, including area code, of principal executive offices of the Subsidiary Guarantor listed in Schedule A are the same as those of Post Holdings, Inc., a Missouri corporation.

**Entity is an intermediate holding company with no employees or substantive business activities. An EIN has been requested, but has not yet been received.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 18, 2014

Post Holdings, Inc.

Offer to Exchange

$350,000,000 7.375% Senior Notes due 2022 (CUSIP Nos.737446AD6 and U7318UAC6)

for

$350,000,000 7.375% Senior Notes due 2022 (CUSIP No.737446AB0)

registered under the Securities Act of 1933

_______________________________

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange an aggregate principal amount of up to $350,000,000 of our new 7.375% Senior Notes due 2022, CUSIP No. 737446AB0, and the guarantees thereof, which we refer to as the “exchange notes,” for a like amount of our outstanding 7.375% Senior Notes due 2022 that we issued on July 18, 2013, CUSIP Nos. 737446AD6 and U7318UAC6, and the guarantees thereof, which we refer to as the “July notes,” in a transaction registered under the Securities Act of 1933, as amended (the "Securities Act"). The term “7.375% notes” refers to, collectively, the July notes, the exchange notes and the aggregate $1,025,000,000 of 7.375% Senior Notes due 2022 that we have previously issued.

Terms of the exchange offer:

• We will exchange all July notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• You may withdraw tenders of July notes at any time prior to the expiration of the exchange offer.

• We believe that the exchange of July notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

• The form and terms of the exchange notes are identical in all material respects to the form and terms of the July notes, except that (i) the exchange notes are registered under the Securities Act, (ii) the transfer restrictions and registration rights applicable to the July notes do not apply to the exchange notes, and (iii) the exchange notes will not contain provisions relating to special interest relating to our registration obligations.

The exchange offer will expire at 5:00 p.m., New York City time, on                ,  2014, unless we extend the offer. We will announce any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the previously scheduled expiration of the exchange offer. You may withdraw any July notes tendered until the expiration of the exchange offer.

Broker-dealers:

• Broker-dealers receiving exchange notes in exchange for July notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

• Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

• This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for July notes where the broker-dealer acquired such July notes as a result of market-making activities or other trading activities.

• We have agreed that, for a period of up to 180 days after the deadline for completion of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The exchange notes will not be listed on the New York Stock Exchange or any other securities exchange.

For a discussion of factors you should consider in determining whether to tender your July notes, see the information under “Risk Factors” beginning on page 17 of this prospectus.

_______________________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

_______________________________

The date of this prospectus is , 2014.

We have not authorized anyone to give any information or to make any representations concerning the exchange offer except that which is in this prospectus. If anyone gives or makes any other information or representation, you should not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after this date.

We have filed with the Securities and Exchange Commission a registration statement on Form S-4 with respect to the exchange notes. This prospectus, which forms part of such registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the 7.375% notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC’s website at www.sec.gov.

You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:

Post Holdings, Inc.

2503 S. Hanley Road

St. Louis, Missouri 63141

(314) 644-7600

Attention: Corporate Secretary

If you would like to request copies of these documents, please do so by                           , 2014 (which is five business days before the scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

TABLE OF CONTENTS

Forward Looking Statements	1
Industry and Market Data	2
Trademarks and Service Marks	2
About This Prospectus	2
Incorporation by Reference	3
Prospectus Summary	4
The Exchange Offer	8
Summary of Terms of Exchange Notes	11
Summary Selected Financial Information	14
Risk Factors	17
Use of Proceeds	23
Ratio of Earnings to Fixed Charges	24
Description of Certain Indebtedness	25
The Exchange Offer	29
Description of the Exchange Notes	37
Material United States Federal Income Tax Considerations	81
Plan of Distribution	85
Legal Matters	86
Independent Registered Public Accounting Firms	86
Where You Can Find More Information	86

FORWARD LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), are made throughout this prospectus. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “expect,” “project,” “estimate,” “anticipate,” “aim,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this prospectus. Our results of operations and financial condition may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include but are not limited to the following:

• our high leverage and substantial debt, including covenants that restrict the operation of our business;

• our ability to service our outstanding debt or obtain additional financing;

• our ability to continue to compete in our product markets and our ability to retain our market position;

• our ability to identify and complete acquisitions, manage our growth and integrate acquisitions;

• changes in our cost structure, management, financing and business operations;

• significant increases in the costs of certain commodities, packaging or energy used to manufacture our products;

• significant fluctuation in milk price supports and other raw materials, which affects egg, potato and cheese prices;

• our ability to recognize the expected benefits of the closing of our Modesto, California manufacturing facility;

• our ability to maintain competitive pricing, successfully introduce new products or successfully manage our costs;

• our ability to successfully implement business strategies to reduce costs;

• impairment in the carrying value of goodwill or other intangibles;

• the loss or bankruptcy of a significant customer;

• allegations that our products cause injury or illness, product recalls and product liability claims and other litigation;

• our ability to anticipate changes in consumer preferences and trends;

• changes in economic conditions and consumer demand for our products;

• disruptions in the U.S. and global capital and credit markets;

• labor strikes, work stoppages or unionization efforts by our employees;

• legal and regulatory factors, including changes in food safety, advertising and labeling laws and regulations and laws and regulations governing animal feeding operations;

• our ability to comply with increased regulatory scrutiny related to certain of our products and/or international sales;

• the ultimate impact litigation may have on us, including the lawsuit Michael Foods is subject to alleging violations of federal and state antitrust laws;

• disruptions or inefficiencies in supply chain;

• our reliance on third party manufacturers for certain of our products;

• our ability to manage agricultural risks, including controlling diseases and pests;

• fluctuations in foreign currency exchange rates;

• consolidations among the retail grocery and foodservice industries;

• change in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business;

• losses or increased funding and expenses related to our qualified pension plans;

• loss of key employees;

• our ability to protect our intellectual property;

• changes in weather conditions, natural disasters and other events beyond our control;

• our ability to successfully operate our international operations in compliance with applicable laws and regulations;

• our ability to operate effectively as a stand-alone, publicly traded company;

• our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, including with respect to acquired companies;

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• business disruptions caused by information technology failures; and

• other risks and uncertainties included under “Risk Factors” in this prospectus and those included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2014 (the second Form 8-K only) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this document to conform these statements to actual results or to changes in our expectations.

INDUSTRY AND MARKET DATA

This prospectus and the documents incorporated by reference herein include industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to us. Some data also are based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions on which such data are based. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources and we cannot guarantee its accuracy or completeness. Market share data is based on information from Nielsen and is referenced Food, Drug and Mass Merchandisers (“FDM”) or Expanded All Outlets Combined (“xAOC”), which includes FDM plus Walmart, club stores and certain other retailers. Nielsen’s xAOC is representative of food, drug and mass merchandisers (including Walmart), some club retailers (Sam’s & BJs), some dollar retailers (Dollar General, Family Dollar & Dollar Tree) and military.

TRADEMARKS AND SERVICE MARKS

The logos, trademarks, trade names and service marks mentioned in this prospectus, including Honey Bunches of Oats ^® , Pebbles™, Post Selects ^® , Great Grains ^® , Spoon Size ^® Shredded Wheat, Post ^® Raisin Bran, Grape-Nuts ^® , Honeycomb ^® , Attune ^® , Uncle Sam ^® , Erehwon ^® , Golden Temple™, Peace Cereal ^® , Sweet Home Farm ^® , Willamette Valley Granola Company™, Premier Protein ^® , Joint Juice ^® , Dymatize ^® , Supreme Protein ^® , Papetti’s ^® , All Whites ^® , Better ‘n Eggs ^® , Easy Eggs ^® , Simply Potatoes ^® and Crystal Farms ^® brands are currently the property of, or are used with the permission of, Post or its subsidiaries. We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this prospectus may be registered in the United States and other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this prospectus is owned by such company.

ABOUT THIS PROSPECTUS

Except as otherwise indicated or unless the context otherwise requires, all references to “we,” “our,” “us,” “Post” or the “Company” refer to Post Holdings, Inc., a Missouri corporation, together with its consolidated subsidiaries. References in this prospectus to “Ralcorp” refer to Ralcorp Holdings, Inc. and its consolidated subsidiaries (other than Post prior to the separation). References in this prospectus to the “separation” refer to the separation of Post from Ralcorp on February 3, 2012. “Post cereals business” refers to the branded ready-to-eat cereals business of Post or, if prior to the separation, of Ralcorp. All references to “we,” “our,” “us,” “Post” or the “Company” in the context of historical results prior to the separation refer to the Post cereals business.

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INCORPORATION BY REFERENCE

The information that we incorporate by reference is considered a part of this prospectus. We incorporate by reference the following documents we filed with the SEC pursuant to the Exchange Act:

• our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC on November 27, 2013;

• our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on December 13, 2013, to the extent incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013;

• our Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2013 and March 31, 2014 filed with the SEC on February 7, 2014 and May 9, 2014, respectively;

• our Current Reports on Form 8-K filed with the SEC on October 17, 2013, November 13, 2013 (the second and fourth Form 8-Ks only); November 18, 2013, December 9, 2013 (the second Form 8-K and Items 1.01 and 9.01 only of the first Form 8-K), December 10, 2013, December 16, 2013, January 2, 2014 (as amended by the Form 8-K/A filed on January 21, 2014), January 7, 2014, January 10, 2014, January 14, 2014, February 3, 2014, February 6, 2014 (the second Form 8-K), March 10, 2014 (the second, third and fourth Form 8-Ks only), March 12, 2014, March 18, 2014, March 19, 2014, April 17, 2014 (the second Form 8-K only, which contained a discussion under Item 1.01 of the Agreement and Plan of Merger for the Michael Foods transaction and the related debt financing), May 5, 2014, May 19, 2014, May 22, 2014, May 28, 2014 and June 2, 2014;

• the description of our common stock contained in our Form 10 registration statement which was declared effective January 26, 2012; and

• additional reports filed with the SEC (other than information furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement and on or after the date of this prospectus and prior to the completion of the exchange offer.

Documents incorporated by reference are available from us without charge. You may obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from:

Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, MO 63144
Attention: Investor Relations
(314) 644-7600

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PROSPECTUS SUMMARY

The following summary highlights significant aspects of our business and this exchange offer, but it does not include all the information you should consider prior to deciding whether to exchange the July notes for the exchange notes. You should read this entire prospectus, the information set forth in “Risk Factors” and our financial statements and related notes, before deciding whether to exchange the July notes for the exchange notes.

Our Company

We are a consumer packaged goods holding company currently operating in the center-of-the-store, refrigerated, active nutrition and private label food categories primarily in the United States and Canada. In February 2012, we completed our legal separation via a tax free spin-off from Ralcorp and began trading on the New York Stock Exchange under the ticker symbol “POST.” In 2012, we had a single operating segment, Post Foods. As a result of recently completed acquisitions, we now operate five principal businesses: Post Foods, Attune Foods, Active Nutrition, Private Brands, and Michael Foods. The Post Foods business predominately includes the Post branded ready-to-eat cereal business. The Attune Foods business manufactures, markets and distributes premium natural and organic cereals and snacks and includes the business of Attune Foods, Inc., which we acquired in December 2012 and certain assets of the Hearthside Food Solutions private label and branded cereal, granola and snack businesses, which we acquired in May 2013. The Active Nutrition business markets and distributes high protein bars and shakes as well as nutritional supplements, and includes the business of Premier Nutrition Corporation (which we refer to as “PNC” or the “Premier Business”), which we acquired in September 2013, and the business of Dymatize Enterprises, LLC (which we refer to as “Dymatize”), which we acquired in February 2014. Our Private Brands business consists of Dakota Growers Pasta Company, Inc. (which we refer to as “Dakota Growers”) and Golden Boy Foods Ltd. (which we refer to as “Golden Boy”), which we acquired in January 2014 and February 2014, respectively. The Michael Foods business consists of our recent acquisition of MFI Holding Corporation, which was completed on June 2, 2014 and produces value-added egg products, refrigerated potato products and cheese and other dairy case products.

Our Businesses

Each of our five businesses, Post Foods, Attune Foods, Active Nutrition, Private Brands and Michael Foods, is discussed further below:

Post Foods Business

The Post Foods business manufactures, markets and sells branded and private label ready-to-eat cereal products. The ready-to-eat cereal category is one of the most prominent categories in the food industry. According to Nielsen’s expanded All Outlets Combined (xAOC) information, the category was approximately $9 billion for the 52-week period ended May 24, 2014. Post Foods leverages the strength of its brands, category expertise, and over a century of institutional knowledge to create a diverse portfolio of cereals that enhances consumer satisfaction. Our Post Foods business is the third largest seller of ready-to-eat cereals in the United States with a 10.8% share of retail sales (based on retail dollar sales) for the 52-week period ended May 24, 2014, based on xAOC information. Our brands include Honey Bunches of Oats , the fourth largest brand of ready-to-eat cereal in the United States with a 4.5% xAOC dollar market share for the 52-week period ended May 24, 2014, as well as Pebbles , Great Grains , Grape-Nuts , Post Shredded Wheat , Honeycomb , Golden Crisp , Post Raisin Bran , Alpha-Bits and Shreddies. Post Foods products are primarily manufactured through a flexible production platform at one of our four owned facilities.

While Post Foods participates in a lower growth category, it continues to generate substantial cash flow from operations and has historically been our largest business segment. This cash flow provides us with the flexibility to invest in cost-saving projects and to pursue strategic acquisitions in higher growth channels, diversifying our product offerings.

Attune Foods Business

Attune Foods includes the business of Attune Foods, Inc., which we acquired in December 2012, as well as certain assets of the branded and private label cereal, granola and snacks business acquired in May 2013 from Hearthside Food Solutions. Through this business unit, we manufacture and market branded premium natural and organic cereals and snacks, including Uncle Sam high fiber cereals, Erewhon gluten-free cereals and organic graham

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crackers, and Willamette Valley Granola Company granola and granola chips. Attune Foods also includes the Golden Temple , Peace Cereal , Sweet Home Farm brands as well as a private label granola business. Attune Foods’ products are largely sold through the natural/health channels, as well as in the bulk foods section of both conventional and natural/specialty retailers. Attune Foods’ manufacturing facility in Eugene, Oregon provides us the ability to manufacture a wide variety of product and package formats.

Active Nutrition Business

Our Active Nutrition business includes PNC, which we acquired in September 2013, and Dymatize, which we acquired in February 2014. These acquisitions provide us with a platform to participate in the approximately $9 billion sports nutrition and weight loss category. Through this business unit, we market and distribute premium protein beverages and foods under the Premier Protein brand and nutritional joint health supplements under the Joint Juice brand. This business unit also markets and distributes protein powders, bars and beverages under the Dymatize and Supreme Protein brands. The Active Nutrition business’s products are manufactured at a facility owned by us and under co-manufacturing agreements at various third party facilities located in the United States, and are primarily sold in grocery, drug, specialty, online and club stores. Our Active Nutrition business also includes the Joint Juice brand, which sells ready-to-drink beverages and other liquid-based solutions, designed to keep joints healthy and flexible.

On February 3, 2014, we entered into an agreement to acquire the PowerBar and Musashi brands and related worldwide assets from subsidiaries of Nestlé S.A. The PowerBar and Musashi branded products consist of premium bars, powders and gels sold in the United States and international markets. We expect that this business will become part of our Active Nutrition portfolio. See “-Recent Developments-PowerBar Acquisition” below.

Private Brands Business

With the acquisitions of Dakota Growers and Golden Boy in January 2014 and February 2014, respectively, we have established an expanded presence in the private label category. Dakota Growers manufactures and distributes pasta to the private label retail, foodservice and ingredient channels. Dakota Growers, with two manufacturing plants, has vertically integrated durum wheat capacity and pasta production capability of over 150 different shapes of pasta. Dakota Growers is a leader in the approximately $3+ billion North American retail pasta market. The Golden Boy business manufactures and distributes private label peanut butter and other nut butters, dried fruit snacks and snacking nuts, with sales to grocery retailers and food service channels. The Golden Boy Business provides us with the ability to further participate in the rapidly growing natural and organic categories as well.

Michael Foods Business

On June 2, 2014, we completed the acquisition of MFI Holding Corporation. See “-Recent Developments-Michael Foods Acquisition” below. Michael Foods is a diversified producer and distributor of food products in three divisions-egg products, refrigerated potato products and cheese and other dairy case products. It produces and distributes egg products to the foodservice, retail and food ingredient markets and refrigerated potato products to the foodservice and retail grocery markets in North America. Michael Foods also markets a broad line of refrigerated grocery products to U.S. retail grocery outlets, including branded and private-label cheese, bagels, butter, muffins and ethnic foods. Its major customers include foodservice distributors, restaurant chains and major retail grocery chains.

Egg Products Division. Michael Foods’ egg products division, comprised of its wholly owned subsidiaries M.G. Waldbaum Company, Papetti’s Hygrade Egg Products, Inc., and MFI Food Canada Ltd., produces, processes and distributes numerous egg products under the Better ’n Eggs , All Whites , Papetti’s, Abbotsford Farms, Inovatech, Excelle, Trilogy , Emulsa , Easy Eggs and Table Ready brands. The principal value-added egg products of this division are ultrapasteurized, extended shelf-life liquid eggs, egg white-based egg products and hardcooked and precooked egg products. The division’s other egg products include frozen, liquid and dried products that are used as ingredients in other food products, as well as organic and cage-free egg products. The division distributes its egg products to food processors and foodservice customers primarily throughout North America, with limited international sales in the Far East, South America and Europe. The division’s extended shelf-life liquid eggs (its largest selling product line) and other egg products are marketed to a wide variety of foodservice and food ingredients customers. The division also is a supplier of egg white-based products sold in the U.S. retail and foodservice markets. The division has six egg-processing plants located in the United States and Canada, and

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certain of the division’s facilities are fully integrated, from the production and maintenance of laying flocks through the processing of egg products.

Refrigerated Potato Products Division. Michael Foods’ refrigerated potato products are produced and sold by its wholly-owned subsidiaries Northern Star Co. and Farm Fresh Foods, Inc. to both the foodservice and retail markets. Refrigerated potato products are marketed to foodservice customers under a variety of brands, including Simply Potatoes , Diner’s Choice and Farm Fresh , with the Simply Potatoes and Diner’s Choice brands being used for retail refrigerated potato products. The division’s products consist of shredded hash browns and diced, sliced, mashed and other specialty potato products. The division maintains a main processing facility in Minnesota, with a smaller facility located in Nevada.

Cheese and Other Dairy-Case Products Division. Michael Foods’ cheese and other dairy-case products division markets a wide range of refrigerated grocery products directly to retailers and wholesale warehouses. The division’s products are marketed principally under the Crystal Farms trade name; other trademarks include Crescent Valley , Westfield Farms and David’s Deli . The division’s strategy has been to offer quality branded products at a good value relative to national brands. Crystal Farms brand cheese is positioned in the “mid-tier” pricing category and is priced below national brands such as Kraft and Sargento and above store brands (private label). The division’s refrigerated products, which consist principally of cheese, bagels, butter, muffins and ethnic foods, are supplied by various vendors, to the division’s specifications. Cheese accounted for approximately 84% of the division’s 2013 sales. The division operates a cheese packaging facility in Lake Mills, Wisconsin, which processes and packages various cheese products for the Crystal Farms brand and for various private-label customers. The division does not produce cheese. The division uses both company-owned and leased facilities and independent distributors and sells products to a large number of retail stores, a majority of which are served via customers’ warehouses. The division also maintains a fleet of refrigerated tractor-trailers to deliver products to its retail customers from nine distribution centers.

Recent Developments

PowerBar Acquisition

On February 3, 2014, newly formed subsidiaries of Post entered into a Stock and Asset Purchase Agreement and an Intellectual Property Purchase Agreement with certain subsidiaries of Nestlé S.A. Under these agreements, we have agreed to acquire substantially all the assets that are used by Nestlé in the business of manufacturing, marketing, distributing and selling PowerBar and Musashi branded premium bars, powders and gel products. The acquisition includes the assumption of certain operating liabilities related to the business being acquired. Post has unconditionally guaranteed Buyer’s obligations under the stock and asset purchase agreement and the intellectual property purchase agreement.

At the closing of the acquisition, we will pay a cash purchase price of $150.0 million, subject to purchase price adjustments related to inventory in the United States and Australia and net working capital in Germany, less $5.0 million as a credit for the working capital requirements of the business we are acquiring. We currently expect the transaction to close in our first fiscal quarter of 2015. The stock and asset purchase agreement may be terminated by mutual consent of the parties and under certain other circumstances, including if the closing of the acquisition has not occurred prior to November 3, 2014. We expect to fund the acquisition of the PowerBar and Musashi brands with cash on hand or term loan borrowings under our credit facilities, which have been amended as described below under “-Financing Transactions-New and Amended Credit Facilities.”

Michael Foods Acquisition

On April 16, 2014, we, together with our newly organized subsidiary, Acquisition Sub, Inc., entered into an Agreement and Plan of Merger (which we refer to as the merger agreement) with MFI Holding Corporation and GS Capital Partners VI Fund, L.P., as representative for the stockholders and optionholders of MFI Holding Corporation. On June 2, 2014, pursuant to the merger agreement, we acquired MFI Holding Corporation and its subsidiaries, including Michael Foods Group, Inc., for a purchase price of $2.45 billion (on a debt-free and cash free basis, subject to a working capital adjustment and certain other adjustments described in the merger agreement). In addition to the purchase price described above, we will make a payment of $50 million to the stockholders and optionholders of MFI Holding Corporation on the first anniversary of the closing date, which payment is intended to represent the parties’ estimate of the value of certain tax benefits that MFI Holding Corporation is expected to realize from payments made by or on behalf of MFI Holding Corporation in connection with the transactions

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contemplated by the merger agreement (provided that the amount of the payment will not be adjusted regardless of whether the actual tax benefits realized by MFI Holding Corporation is greater than or less than such estimate).

In connection with completion of the Michael Foods acquisition, we entered into certain financing arrangements, which are discussed below.

Financing Transactions

New and Amended Credit Facilities. In connection with our acquisition of Michael Foods, we amended the credit agreement that we had entered into on January 29, 2014 and also executed two joinders to the credit agreement. The credit agreement as originally executed by us provided for a revolving credit facility in an aggregate principal amount of $300.0 million and potential incremental revolving and term loan credit facilities at our request and at the discretion of the lenders under the credit agreement. The amendment to the credit agreement, which we executed as of May 1, 2014, included, among other matters, certain amendments that facilitated our acquisition of Michael Foods and permitted certain additional financing contemplated as part of the acquisition. On May 1, 2014, we also executed a joinder agreement to the credit agreement that effectively increased the maximum aggregate amount of the revolving credit facility provided for under the credit agreement to $400.0 million. The second joinder to the credit agreement, dated as of June 2, 2014, provided for a term loan facility under the credit agreement, and, on June 2, 2014, we borrowed $885.0 million under the term loan facility. As of the date hereof, we have not made any draws under the revolving credit facility. For additional information with respect to the credit agreement, including the amendment and the joinders thereto, see “Description of Certain Indebtedness - Secured Credit Facilities.”

Offering of Common Stock. On May 28, 2014, we completed the public offering (which we refer to as the common stock offering) of 6,325,000 shares of our common stock at $47.70 per share resulting in gross proceeds of approximately $301.7 million.

Offering of Tangible Equity Units. On May 28, 2014, we completed the public offering (which we refer to as the unit offering) of 2,875,000 5.25% tangible equity units (which we refer to as the units), with a stated value of $100.00 per unit for total gross proceeds of $287.5 million. Each unit consists of a prepaid stock purchase contract and an amortizing note. Unless earlier settled, each stock purchase contract will automatically settle on June 1, 2017 (subject to postponement in limited circumstances) for a number of shares of our common stock that will equal at least 1.7114 shares and not more than 2.0964 shares (subject to adjustments in certain circumstances). The amortizing notes will pay proportionally equal cash quarterly installments of $1.3125 per amortizing note (except the first such installment, which will be $1.35625 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which in the aggregate will be equivalent to a 5.25% cash payment per year with respect to each $100.00 stated amount of the units. The amortizing notes will have a final installment payment date of June 1, 2017 and will be our unsecured senior obligations that rank equally with the 7.375% notes.

Debt Securities Offering. On June 2, 2014, we completed the private offering (which we refer to as the 6.00% note offering) of $630.0 million aggregate principal amount of 6.00% senior notes due 2022 at par (which we refer to as the 6.00% notes). The 6.00% notes are our unsecured unsubordinated obligations that rank equally with the 7.375% notes and our other senior indebtedness and are guaranteed by our domestic subsidiaries. For additional information with respect to the units, see “Description of Certain Indebtedness - 6.00% Senior Notes due 2022.”

In this prospectus, we refer to the term loan, the common stock offering, the unit offering and the 6.00% note offering as, collectively, the “Michael Foods financing transactions.”

Risk Factors

For a discussion of risk factors associated with this offering, the 7.375% notes and our indebtedness generally, see “Risk Factors” beginning on page 17.

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THE EXCHANGE OFFER

On July 18, 2013, we issued an aggregate principal amount of $350 million of 7.375% senior notes due 2022, CUSIP Nos. 737446AD6 and U7318UAC6 (which we refer to as the “July notes”), in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable securities laws. The July notes were issued pursuant to an existing Indenture dated as of February 3, 2012, as supplemented on May 28, 2013, among us, our subsidiaries Post Foods, LLC and Attune Foods, LLC, as guarantors (which we refer to as “Post Foods” and “Attune Foods,” respectively), and Wells Fargo Bank, National Association, as trustee. The indenture has been subsequently supplemented as of September 3, 2013, January 13, 2014, February 28, 2014 and April 18, 2014 to add newly acquired or formed subsidiaries as guarantors. Under the indenture, we have previously issued $1,025 million in aggregate principal amount of 7.375% senior notes due 2022 (which we refer to, collectively with the July notes and the exchange notes as the “7.375% notes”). The July notes vote together with and constitute a part of the same series as the 7.375% notes; upon completion of this offering, the exchange notes offered hereby also will vote together with and constitute a part of the same series as the 7.375% notes. In connection with the offering of the July notes, we entered into a registration rights agreement pursuant to which we agreed, among other things, to deliver this prospectus to you, to commence this exchange offer and to use our commercially reasonable efforts to complete the exchange offer on the earliest practicable date after the registration statement is declared effective, but in no event later than 30 business days or longer, if required by the federal securities laws, after the registration statement is declared effective. The summary below describes the principal terms and conditions of the exchange offer. Some of the terms and conditions described below are subject to important limitations and exceptions. See “The Exchange Offer” for a more detailed description of the terms and conditions of the exchange offer and “Description of the Exchange Notes” for a more detailed description of the terms of the exchange notes.

The Exchange Offer

We are offering to exchange up to $350.0 million aggregate principal amount of our 7.375% senior notes due 2022, CUSIP No. 737446AB0, which have been registered under the Securities Act, in exchange for your July notes, CUSIP Nos. 737446AD6 and U7318UAC6. The form and terms of these exchange notes are identical in all material respects to the July notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the July notes. To exchange your July notes, you must properly tender them, and we must accept them. We will accept and exchange all July notes that you validly tender and do not validly withdraw. We will issue registered exchange notes promptly after the expiration of the exchange offer.

Resale of Exchange Notes

Based on interpretations by the staff of the SEC as detailed in a series of no-action letters issued to third parties, we believe that, as long as you are not a broker-dealer, the exchange notes offered in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

• you are acquiring the exchange notes in the ordinary course of your business;

• you are not participating, do not intend to participate in and have no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and

• you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act.

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	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. Moreover, our belief that transfers of exchange notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act. Any broker-dealer that acquires exchange notes for its own account in exchange for July notes must represent that the July notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes. However, by so acknowledging and by delivering a prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. During the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, a participating broker-dealer may use this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in exchange for July notes which it acquired through market-making activities or other trading activities.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                , 2014, unless we extend the expiration date.
Accrued Interest on the Exchange Notes and the July Notes	The exchange notes will bear interest from the most recent date to which interest has been paid on the 7.375% notes. If your July notes are accepted for exchange, then you will receive interest on the exchange notes and not on the July notes. Any July notes not tendered will remain outstanding and continue to accrue interest according to their terms.
Conditions	The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will re-solicit tenders of the July notes. See “The Exchange Offer-Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Notes	Each holder of July notes that wishes to tender its July notes must either:

• complete, sign and date the accompanying letter of transmittal or a facsimile copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed, if required, and deliver the letter of transmittal, together with any other required documents (including the July notes), to the exchange agent; or

• if July notes are tendered pursuant to book-entry procedures, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation) to the exchange agent; or

• comply with the procedures set forth below under “Guaranteed Delivery Procedures.”

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	Holders of July notes that tender July notes in the exchange offer must represent that the following are true:
	•	the holder is acquiring the exchange notes in the ordinary course of its business;
	•	the holder is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and
	•	the holder is not an “affiliate” of us within the meaning of Rule 405 of the Securities Act.
	Do not send letters of transmittal, certificates representing July notes or other documents to us or DTC. Send these documents only to the exchange agent at the appropriate address given in this prospectus and in the letter of transmittal. We could reject your tender of July notes if you tender them in a manner that does not comply with the instructions provided in this prospectus and the accompanying letter of transmittal. See “Risk Factors-There are significant consequences if you fail to exchange your July notes” for further information.
Special Procedures for Tenders by Beneficial Owners of Notes	If:
	•	you beneficially own July notes;
	•	those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee; and
	•	you wish to tender your July notes in the exchange offer,
	please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery Procedures	If you hold July notes in certificated form or if you own July notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those July notes but:
	•	your July notes are not immediately available;
	•	time will not permit you to deliver the required documents to the exchange agent by the expiration date; or
	•	you cannot complete the procedure for book-entry transfer on time,
	you may tender your July notes pursuant to the procedures described in “The Exchange Offer-Procedures for Tendering July Notes-Guaranteed Delivery.”
Withdrawal Rights	You may withdraw your tender of July notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in “The Exchange Offer-Withdrawal Rights.”
Effect on Holders of Notes	As a result of making this exchange offer, and upon acceptance for exchange of all validly tendered July notes, we will have fulfilled our obligations under the registration rights agreement. Accordingly, there will be no special interest payable under the registration rights agreement if July notes were eligible for exchange, but not exchanged, in the exchange offer.

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	If you do not tender your July notes or we reject your tender, your July notes will remain outstanding and will be entitled to the benefits of the indenture governing the notes. Under such circumstances, you would not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to the July notes.
	Any trading market for the July notes could be adversely affected if some but not all of the July notes are tendered and accepted in the exchange offer.
Accounting Treatment	The exchange notes will be recorded at the same carrying value as the July notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.
Material U.S. Federal Income and Estate Tax Consequences	Your exchange of July notes for exchange notes will not be treated as a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income and Estate Tax Consequences.”
Use of Proceeds	We will not receive any proceeds from the exchange offer or the issuance of the exchange notes.
Exchange Agent	Wells Fargo Bank, National Association is serving as the exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent is set forth under “The Exchange Offer-Exchange Agent.”

SUMMARY OF TERMS OF EXCHANGE NOTES

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the July notes, except that the exchange notes:

• will have been registered under the Securities Act;

• will not bear restrictive legends restricting their transfer under the Securities Act;

• will not be entitled to the registration rights that apply to the July notes; and

• will not contain provisions relating to an increase in the interest rate borne by the July notes under circumstances related to the timing of the exchange offer.

The exchange notes represent the same debt as the July notes and are governed by the same indenture, which is governed by New York law. A brief description of the material terms of the exchange notes follows:

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Issuer	Post Holdings, Inc.
Notes Offered	$350.0 million aggregate principal amount of 7.375% Senior Notes due 2022.
Maturity Date	The exchange notes will mature on February 15, 2022.
Interest Rate	We will pay interest on the exchange notes at an annual interest rate of 7.375%.
Interest Payment Dates	February 15 and August 15 of each year, which commenced August 15, 2013.
Subsidiary Guarantees	The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries). Our foreign subsidiaries will not guarantee the notes. As of the date of this prospectus, our primary foreign subsidiaries (excluding non-operating intermediary holding companies or immaterial subsidiaries) were Post Foods Canada Inc., Golden Boy Foods Ltd., and MFI Food Canada Ltd.
Ranking	The exchange notes and the subsidiary guarantees are unsecured, senior obligations. Accordingly, they will be:

• equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness;

• senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

• effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, including indebtedness under our credit facilities, to the extent of the value of the collateral securing such indebtedness; and

• effectively subordinated to all of the existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries (other than indebtedness and other liabilities owed to us or any guarantor).

After giving effect to the Michael Foods financing transactions, we currently have approximately $2,921.8 million of aggregate principal amount of unsecured senior indebtedness outstanding, (including the 7.375% notes, our other senior notes and the amortizing notes component of the units), $885.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility, and an additional $50.0 million payment obligation to the sellers of Michael Foods under the merger agreement that is due on June 2, 2015. The amounts borrowed under the term loan and any amounts that we borrow under the revolving credit facility are secured, and therefore effectively senior to the 7.375% notes. In addition, certain of our Michael Foods subsidiaries have outstanding indebtedness of approximately $12.3 million, all of which is secured. See “Description of Certain Indebtedness.”

Optional Redemption

We may redeem some or all of the exchange notes at any time on or after February 15, 2017 at the redemption prices specified in this prospectus under “Description of the Exchange Notes - Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

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Offer to Purchase	If we experience a change of control triggering event, each holder of the exchange notes may require us to repurchase all or any part of such holder’s exchange notes at a purchase price equal to 101% of the aggregate principal amount of the exchange notes repurchased, plus any accrued and unpaid interest, if any. See “Description of the Exchange Notes-Repurchase at the Option of the Holders-Offer to Repurchase upon Change of Control.”
Covenants	We will issue the exchange notes under the indenture among us, the subsidiary guarantors and the trustee. The indenture limits, among other things, our ability and the ability of our restricted subsidiaries to:
	•	borrow money or guarantee debt;
	•	create liens;
	•	pay dividends on or redeem or repurchase stock;
	•	make specified types of investments and acquisitions;
	•	enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;
	•	enter into new lines of business;
	•	enter into transactions with affiliates; and
	•	sell assets or merge with other companies.
	Certain of these covenants are subject to suspension when and if the notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s.
	Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Exchange Notes-Certain Covenants.”
No Prior Market	There is currently no established market for the exchange notes. Accordingly, we cannot assure you as to the development or liquidity of any market for the exchange notes. We do not intend to apply for listing of the exchange notes on any securities exchange.
Form and Denomination	The exchange notes will be issued in minimum denominations of $2,000 and $1,000 integral multiples in excess of $2,000. The exchange notes will be book-entry only and registered in the name of a nominee of DTC. Investors may elect to hold interests in the exchange notes through Clearstream Banking, S.A., or Euroclear Bank S.A./N.V., as operator of the Euroclear system, if they are participants in those systems or indirectly through organizations that are participants in those systems.
Use of Proceeds	We will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the July notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

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SUMMARY SELECTED FINANCIAL INFORMATION

Post Holdings, Inc.

The following tables set forth certain of our summary historical condensed consolidated financial data for each of the fiscal years in the five-year period ended September 30, 2013 and for the six months ended March 31, 2013 and 2014. The consolidated financial data as of and for the years ended September 30, 2013, 2012, 2011, 2010 and 2009 are derived from our audited consolidated financial statements. The consolidated statements of operations data for each of the years in the three-year period ended September 30, 2013 and the consolidated balance sheet data as of September 30, 2013 and 2012 have been derived from our audited consolidated financial statements incorporated by reference herein. The consolidated statement of operations data for the years ended September 30, 2010 and 2009 and the consolidated balance sheet data as of September 30, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements not included or incorporated by reference herein. The summary unaudited historical condensed consolidated financial data for the six months ended March 31, 2013 and 2014 have been derived from our unaudited condensed consolidated financial statements, and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of such information. The financial data presented for the interim periods are not necessarily indicative of the results for the full fiscal year.

The summary historical financial data set forth below should be read in conjunction with: (i) our audited consolidated financial statements and the notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this prospectus; (ii) our unaudited condensed consolidated financial statements and the notes thereto and the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 filed with the SEC and incorporated by reference in this prospectus; (iii) the consolidated financial statements of Agricore United Holdings, Inc. incorporated by reference from our Current Report on Form 8-K/A filed on January 21, 2014; (iv) the consolidated financial statements of MFI Holding Corporation, incorporated by reference from our Current Report on Form 8-K filed on May 19, 2014; and (v) the combined financial statements of Dymatize Enterprises beginning on page F-1 of this prospectus.

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	Six Months Ended March 31,						Year Ended September 30,
(dollars in millions, except per share data)	2014			2013			2013			2012			2011			2010			2009
Statements of Operations Data
Net sales	$	735.0		$	485.1		$	1,034.1		$	958.9		$	968.2		$	996.7		$	1,072.1
Cost of goods sold	491.1			276.9			609.2			530.0			516.6			553.7			570.8
Gross profit	243.9			208.2			424.9			428.9			451.6			443.0			501.3
Selling, general and administrative expenses	199.7			142.2			294.4			274.5			239.5			218.8			272.7
Amortization of intangible assets	18.4			6.4			14.6			12.6			12.6			12.7			12.6
Restructuring expenses (a)	0.7			—			3.8			—			—			—			—
Impairment of goodwill and other intangible assets (b)	—			—			2.9			—			566.5			19.4			—
Other operating expenses, net	0.2			0.4			1.4			2.7			1.6			1.3			0.8
Operating profit (loss)	24.9			59.2			107.8			139.1			(368.6		)	190.8			215.2
Interest expense	66.3			40.8			85.5			60.3			51.5			51.5			58.3
Other (income) expense	—			—			—			(1.6		)	10.5			(2.2		)	—
(Loss) earnings before income taxes	(41.4		)	18.4			22.3			80.4			(430.6		)	141.5			156.9
Income tax (benefit) provision	(20.7		)	5.7			7.1			30.5			(6.3		)	49.5			55.8
Net (loss) earnings	(20.7		)	12.7			15.2			49.9			(424.3		)	92.0			101.1
Preferred stock dividends	(6.9		)	(0.8		)	(5.4		)	—			—			—			—
Net (loss) earnings available to common stockholders	$	(27.6	)	$	11.9		$	9.8		$	49.9		$	(424.3	)	$	92.0		$	101.1
(Loss) Earnings Per Share (c)
Basic	(0.83		)	0.36			$	0.30		$	1.45		$	(12.33	)	$	2.67		$	2.94
Diluted	(0.83		)	0.36			$	0.30		$	1.45		$	(12.33	)	$	2.67		$	2.94
Statements of Cash Flows Data
Depreciation and amortization	$	51.2		$	32.4		$	76.8		$	63.2		$	58.7		$	55.4		$	50.6
Cash provided (used) by:
Operating activities	$	18.5		18.6			$	119.2		$	144.0		$	143.8		$	135.6		$	221.1
Investing activities	(1,050.6		)	(20.2		)	(423.8		)	(30.9		)	(14.9		)	(24.3		)	(36.7		)
Financing activities	1,463.2			309.1			648.8			(57.1		)	(132.1		)	(112.4		)	(183.3		)

	March 31,				Year Ended September 30,
	2014		2013		2013		2012		2011			2010		2009
Balance Sheet Data
Cash and cash equivalents	$	825.9	$	365.4	$	402.0	$	58.2	$	1.7		$	4.8	$	5.7
Working capital (excl. cash, cash equivalents, and restricted cash)	258.2		81.4		82.0		25.1		(0.7		)	68.0		39.5
Total assets	5,184.1		3,074.6		3,473.8		2,732.3		2,723.2			3,348.0		3,368.1
Debt, including short-term portion	2,302.1		1,039.5		1,408.6		945.6		784.5			716.5		716.5
Other liabilities	120.7		131.9		116.3		129.2		104.9			90.7		78.3
Total equity	2,091.4		1,482.3		1,498.6		1,231.5		1,434.7			2,061.7		2,023.3

____________

(a) For information about restructuring expenses, see Note 4 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 2 of “Notes to Condensed Consolidated Financial Statements” in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, which are incorporated by reference herein.

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(b) For information about the impairment of goodwill and other intangible assets, see “Critical Accounting Policies and Estimates” and Notes 2 and 6 of “Notes to Consolidated Financial Statements” contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, which is incorporated by reference herein.

(c) (Loss) earnings per share for the fiscal years ended September 30, 2011, 2010 and 2009 are calculated assuming weighted-average shares outstanding of 34.4 million shares which represents the amount of common shares outstanding following the distribution of one share of Post common stock for every two shares of Ralcorp common stock and the retention of approximately 6.8 million shares by Ralcorp. For these periods, there are no dilutive shares as there were no actual shares or share-based awards outstanding prior to the distribution.

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RISK FACTORS

You should carefully consider the following risk factors, as well as the other information contained or incorporated by reference in this prospectus, prior to participating in the exchange offer. You also should consider the matters discussed under “Risk Factors” in our Current Report on Form 8-K filed with the SEC on March 10, 2014 (the second Form 8-K only) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 9, 2014, which are incorporated by reference in this prospectus. The risks described below or incorporated by reference herein are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations. Any of the following risks or the risks incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations.

Risks Relating to the Exchange Offer

There are significant consequences if you fail to exchange your July notes.

We did not register the July notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the July notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your July notes in the exchange offer, you will lose your right to have the July notes registered under the Securities Act, subject to certain limitations. If you continue to hold July notes after the exchange offer, you may be unable to sell the July notes. Outstanding July notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing restrictions.

You cannot be sure that an active trading market for the exchange notes will develop.

We do not intend to apply for a listing of the exchange notes on any securities exchange. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. In addition, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our financial performance or prospects and by changes in conditions in our industry.

You must follow the appropriate procedures to tender your July notes or they will not be exchanged.

The exchange notes will be issued in exchange for the July notes only after timely receipt by the exchange agent of the July notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your July notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of July notes for exchange. Outstanding July notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the July notes in the exchange offer to participate in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution” later in this prospectus.

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “The Exchange Offer-Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes.

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

If you tender your July notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. In addition, if you are a broker-dealer that receives exchange notes for your own account in exchange for July notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

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Risks Related to the 7.375% Notes and our Indebtedness Generally

We have substantial debt and high leverage, which could have a negative impact on our financing options and liquidity position and prevent us from fulfilling our obligations under the exchange notes.

After giving effect to the Michael Foods financing transactions, we currently have approximately $2,921.8 million of aggregate principal amount of unsecured senior indebtedness outstanding (including the 7.375% notes, our 6.75% senior notes due 2021 (which we refer to as the 6.75% notes), the 6.00% notes and the amortizing notes components of the units). We also currently have approximately $885.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility and an additional $50.0 million payment obligation to the sellers of the Michael Foods business under the merger agreement that is due on June 2, 2014. The amounts borrowed under the term loan and any amounts that we borrow under the revolving credit facility are secured and therefore effectively senior to all of our outstanding notes. In addition, certain of our Michael Foods subsidiaries have outstanding indebtedness of approximately $12.3 million, all of which is secured.

Our overall leverage and the terms of our financing arrangements could:

• limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions;

• make it more difficult for us to satisfy our obligations under the notes;

• limit our ability to refinance our indebtedness on terms acceptable to us or at all;

• limit our flexibility to plan for and to adjust to changing business and market conditions in the industry in which we operate and increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements;

• limit our ability to obtain additional financing for working capital, for capital expenditures, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and

• subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.

Our ability to meet expenses and debt service obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including potential changes in consumer preferences, the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity.

Despite our substantial indebtedness level, we will still be able to incur substantial additional amounts of debt, which could further exacerbate the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing our 7.375% notes (including the July notes and the exchange notes), the indenture governing the 6.75% notes, the indenture governing our 6.00% notes and the indenture and supplemental indenture governing the amortizing notes component of the units do not fully prohibit us or our subsidiaries from doing so. We have $400.0 million of undrawn availability under our revolving credit facility, all of which is permitted to be drawn under the terms of the credit facility, the term loan and our indentures (and all of which will be secured when drawn). If new debt is added to our current debt levels, the related risks we could face would be magnified.

The 7.375% notes, including the exchange notes, rank equal in right of payment with the 6.75% notes, the 6.00% notes and the amortizing notes component of the units. The 7.375% notes, including the exchange notes, the 6.75% notes, the 6.00% notes and the amortizing notes component of the units are all effectively subordinated to the subsidiary guarantors’ and our secured debt. The exchange notes and the guarantees of the exchange notes are unsecured and therefore will be effectively subordinated to any of the subsidiary guarantors’ and our secured debt to the extent of the value of the assets securing that debt. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, the assets which serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the notes. The exchange notes will be effectively subordinated to any secured debt.

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The indentures governing the exchange notes, our 6.75% notes and our 6.00% notes, and the indenture and supplemental indenture governing the amortizing notes component of the units, all allow us to incur a substantial amount of additional secured debt.

The agreements governing our debt, including the indenture governing the 7.375% notes, contain or may in future financings contain, various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, failure to comply with which could have a material adverse effect on us.

Our financing arrangements contain restrictions, covenants and events of default that, among other things, require us to satisfy certain financial tests and maintain certain financial ratios and restrict our ability to incur additional indebtedness and to refinance our existing indebtedness. Financing arrangements which we enter into in the future could contain similar restrictions and could additionally require us to comply with financial tests or maintain financial ratios and covenants. The terms of our financing arrangements impose, and financing arrangements which we enter into in the future may impose, various restrictions on us that could limit our ability to pay dividends, respond to market conditions, or provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional borrowings we may incur. These restrictions may include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things:

• borrow money or guarantee debt;

• create liens;

• pay dividends on or redeem or repurchase stock;

• make specified types of investments and acquisitions;

• enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

• enter into transactions with affiliates; and

• sell assets or merge with other companies.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.

A default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the exchange notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

To service our indebtedness and other cash needs, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay interest on the exchange notes, to satisfy our other debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments.

In addition, prior to the repayment of the exchange notes, we may be required to refinance or repay our credit facilities. If we are unable to make payments or refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

• sales of assets;

• sales of equity;

• reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or

• negotiations with our lenders to restructure the applicable debt.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the 7.375% notes, or to fund our other liquidity needs. We

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may need to refinance all or a portion of our indebtedness, including the 7.375% notes, on or before maturity. We may not be able to refinance any of our debt on commercially reasonable terms or at all.

Your right to receive payments on the exchange notes is effectively subordinated to the rights of our secured creditors. Further, the guarantees of the exchange notes are effectively subordinated to all of our subsidiary guarantors’ secured indebtedness. The exchange notes will also be structurally subordinated to the indebtedness of our non-guarantor subsidiaries.

Holders of any secured indebtedness of us or any secured indebtedness of the subsidiary guarantors will have claims that are prior to your claims as holders of the exchange notes to the extent of the value of the assets securing that other indebtedness. The exchange notes are effectively subordinated to any such secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the exchange notes (including the other holders of the 7.375% notes and the 6.75% notes), and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the 7.375% notes. As a result, holders of exchange notes may receive less, ratably, than holders of secured indebtedness.

In addition, the notes are structurally subordinated to the indebtedness of our non-guarantor subsidiaries. As of the date of this prospectus, our primary foreign subsidiaries (excluding non-operating intermediary holding companies or immaterial subsidiaries) are Post Foods Canada Inc., Golden Boy Foods Ltd., and MFI Food Canada Ltd. Our non-guarantor subsidiaries currently have no material third party indebtedness for borrowed money; however, the notes will be effectively subordinated to the accounts payable, pension obligations and other liabilities of such subsidiaries.

The indenture governing the exchange notes limits our ability to make certain restricted payments, including dividends; however, any amounts paid by us in the form of dividends or other restricted payments will not be available in the future to satisfy our obligations to the holders of the exchange notes and our other indebtedness.

The indenture governing the exchange notes, as well as the indenture governing the 6.75% notes, the indenture governing the 6.00% notes, and the indenture and supplemental indenture governing the amortizing notes component of the units, all contain limitations on our payment of dividends. However, the indentures will permit us to pay a significant amount to stockholders in the form of dividends and other payments in respect of our common and preferred stock. While we have not paid dividends on our common stock to date, we have paid and we intend to continue paying quarterly dividends on our convertible preferred stock. Any amounts paid by us in the form of dividends or other restricted payments, including redemptions of our convertible preferred stock, will not be available in the future to satisfy our obligations to the holders of the exchange notes and our other indebtedness.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures governing the 7.375% notes, the 6.75% notes and the 6.00% notes.

Upon the occurrence of certain specific change of control events, we will be required to offer to repurchase all outstanding 7.375% notes, including the exchange notes and the previously issued and exchanged 7.375% notes, our 6.75% notes and our 6.00% notes at 101% of the principal amount thereof plus accrued and unpaid interest and special interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our facilities will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indentures governing the exchange notes. See “Description of the Exchange Notes-Repurchase at the Option of the Holders-Offer to Repurchase upon Change of Control.”

Noteholders may not be able to determine when a change of control giving rise to mandatory repurchase rights has occurred following a sale of “substantially all” of our and our restricted subsidiaries’ assets.

The definitions of change of control in the indentures governing the 7.375%, the 6.75% notes and the 6.00% notes include a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our and our restricted subsidiaries’ assets, taken as a whole. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a noteholder to require us to repurchase the exchange notes as a result of a sale, transfer, conveyance or other disposition of less than all of our and our restricted subsidiaries’ assets to another individual, group or entity may be uncertain.

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We are subject to certain fraudulent transfer and conveyance laws, which may have adverse implications for the holders of the exchange notes.

The exchange notes, along with the rest of our 7.375% notes, our 6.75% notes and our 6.00% notes, are guaranteed by our domestic subsidiaries. These guarantees may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy proceeding is commenced by or on behalf of a subsidiary guarantor’s creditors. Under these laws, if in such a proceeding a court were to find that a subsidiary guarantor:

• incurred its guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for incurring its guarantees and

• was insolvent or was rendered insolvent by reason of such guarantee;

• was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

• intended to incur or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

then the court could void such subsidiary guarantee or subordinate such subsidiary’s guarantee to such subsidiary’s presently existing or future debt or take other actions detrimental to you.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction applied in any such proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt:

• it could not pay its debts or contingent liabilities as they become due;

• the sum of its debts, including contingent liabilities, is greater than its assets, at fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

We cannot assure you as to what standard a court would apply in order to determine whether a subsidiary guarantor was “insolvent” as of the date its guarantee was issued, and, regardless of the method of valuation, a court could determine that such subsidiary guarantor was insolvent on that date. A court could also determine, regardless of whether a subsidiary guarantor was insolvent on the date the subsidiary’s guarantee was issued, that the payments constituted fraudulent transfers on another ground.

The subsidiary guarantees could be subject to the claim that, since the subsidiary guarantees were incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantors, the obligations of the subsidiary guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a subsidiary guarantor’s obligation under its subsidiary guarantee, subordinate the subsidiary guarantee to the other indebtedness of a subsidiary guarantor, direct that holders of the 7.375% notes return any amounts paid under a subsidiary guarantee to the relevant subsidiary guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the 7.375% notes. In addition, since the guarantees by the subsidiary guarantors are limited to the maximum amount that the subsidiary guarantors are permitted to guarantee under applicable law, each subsidiary guarantor’s liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such subsidiary guarantor. Also, you will lose the benefit of the guarantee if it is released under certain circumstances described under “Description of the Exchange Notes-Brief Description of the 7.375% notes and the Subsidiary Guarantees-The Subsidiary Guarantees.”

Each subsidiary guarantee will contain a provision intended to limit a guarantor’s liability to the maximum amount that it could incur without causing its guarantee to be deemed a fraudulent transfer. However, this provision may not be effective to protect the guarantee from being avoided under fraudulent transfer law, or may reduce or eliminate the subsidiary guarantor’s obligations to an amount which would effectively render the guarantee worthless.

If an active trading market does not develop for the 7.375% notes, you may not be able to resell them.

We do not intend to apply for the listing of the exchange notes, or our 7.375% notes generally, on any securities exchange or automated interdealer quotation system. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all. Future trading prices of the exchange notes will depend on many factors, including, among other things, our ability to effect the exchange offer, prevailing interest rates, our operating results and the market for similar securities. We have been informed by the initial purchasers of the July notes that they currently intend to make a market in the exchange notes after the exchange offer is completed. However, the initial purchasers may cease their market-making at any time.

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We are a holding company. Substantially all of our business is conducted through our subsidiaries. Our ability to repay our debt, including the exchange notes, depends on the performance of our subsidiaries and their ability to make distributions to us.

We are a holding company, and we conduct all of our operations through our subsidiaries. As a result, we rely on dividends, loans and other payments or distributions from our subsidiaries to meet our debt service obligations and enable us to pay interest and dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us depends substantially on their respective operating results, and is subject to restrictions under, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the terms of our financing arrangements, and the terms of any future financing arrangements of our subsidiaries. See “Description of the Notes-Certain Covenants.”

Any decline in the ratings of our corporate credit could adversely affect the value of the exchange notes.

Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely affect the value of the exchange notes. In addition, a ratings downgrade could adversely affect our ability to access capital.

The market price for the exchange notes (if any) may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of the exchange notes.

Many of the covenants in the indenture will not apply if the 7.375% notes are rated investment grade by both Moody’s and Standard & Poor’s.

Many of the covenants in the indenture will not apply to us if the 7.375% notes are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default has occurred and is continuing. These covenants restrict, among other things, our ability to pay distributions, incur debt and to enter into certain other transactions. There can be no assurance that the 7.375% notes will ever be rated investment grade or that, if they are rated investment grade, the 7.375% notes will maintain these ratings. Suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. To the extent the covenants are subsequently reinstated, any such action taken while the covenants were suspended would not result in an event of default under the indenture. See “Description of the Exchange Notes-Certain Covenants-Covenant Suspension.”

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USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the outstanding 7.375% notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The July notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

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RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated is set forth below. For purposes of calculating these ratios, earnings represent income before income taxes and equity earnings from affiliates plus fixed charges. Fixed charges include interest expense, capitalized interest and our estimate of the interest component of rent expense.

	Six Months Ended March 31, 2014	Fiscal Year Ended September 30,
		2013	2012	2011	2010	2009
Ratio of Earnings to Fixed Charges	—(1)	1.3	2.3	—(2)	3.6	3.6

(1) For the six months ended March 31, 2014, earnings were insufficient to cover each of (a) fixed charges, and (b) fixed charges and preferred stock dividends by $41.9 million.

(2) For the year ended September 30, 2011, earnings were insufficient to cover fixed charges by $434.9 million.

The fiscal year ratios presented above are based on our historical audited consolidated financial statements and selected financial data included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this prospectus. The ratio presented above for the six months ended March 31, 2014 is based on our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 filed with the SEC and incorporated by reference in this prospectus. For more information on how these ratios are calculated, see our “Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends,” attached as Exhibit 12.1 to our Post-Effective Amendment No. 1 to Form S-3 filed with the SEC on May 19, 2014.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

We have summarized below the material terms of certain agreements relating to our indebtedness other than the 7.375% notes, which are described under “Description of the Exchange Notes.” You are encouraged to read the agreements that govern such indebtedness, which are filed as exhibits to the registration statement of which this prospectus is a part, for greater detail on the terms of the agreements that may be important to you.

Secured Credit Facilities

On January 29, 2014, we entered into a credit agreement (which we refer to as the original credit agreement) with various financial institutions that provided for a revolving credit facility in an aggregate principal amount of $300.0 million and potential incremental revolving and term loan credit facilities at our request and at the discretion of the lenders. On May 1, 2014, we amended the original credit agreement to provide for, among other matters, (a) facilitating the acquisition of Michael Foods and the additional financing contemplated as part of the acquisition, (b) increasing the senior secured leverage ratio covenant, calculated as set forth in the original credit agreement as amended by the amendment, from 2.75 to 1.00 to 3.00 to 1.00 and (c) increasing the amount of permitted capital expenditures. Also on May 1, 2014, we executed a joinder agreement to the original credit agreement that provided for an incremental revolving credit commitment that effectively increased the maximum aggregate amount of the revolving credit facility to $400.0 million. As of the date hereof, we have not made any draws under the revolving credit facility. We intend to use the revolving credit facility, as increased, for general corporate purposes including funding pending and future acquisitions. If and when we do make draws under the revolving credit facility, any outstanding amounts must be repaid on or before January 29, 2019.

On June 2, 2014, we executed a second joinder agreement to the original credit agreement and borrowed $885.0 million under the term loan facility. The outstanding amounts under the term loan must be repaid in quarterly principal installments of $2,212,500 beginning on September 30, 2014 and must be repaid in full on June 2, 2021. We are also required under the credit agreement and the second joinder to make certain prepayments of principal of the term loan under specified circumstances.

Our obligations under the credit agreement as amended, including our obligations under the term loan, are unconditionally guaranteed by our existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of our assets and the assets of our subsidiary guarantors, including certain material real property.

Amortizing Notes Component of Tangible Equity Units

On May 28, 2014, we completed the public offering of 2,875,000 5.25% tangible equity units, with a stated value of $100.00 per unit resulting in gross proceeds of $287.5 million. Each unit consists of a prepaid stock purchase contract and an amortizing note. Unless settled earlier, each stock purchase contract will automatically settle on June 1, 2017 (subject to postponement in limited circumstances) for a number of shares of our common stock that will equal at least 1.7114 shares and not more than 2.0964 shares (subject to adjustments in certain circumstances). Each amortizing note has an initial principal amount of $14.5219 and the aggregate principal amount of the amortizing notes is approximately $41.8 million. Each amortizing note bears interest at a rate of 5.25% per annum and will have a final installment payment date of June 1, 2017. On each March 1, June 1, September 1 and December 1, commencing on September 1, 2014, we will pay quarterly cash installments of $1.3125 per amortizing note (except for the September 1, 2014 installment payment, which will be $1.35625 per amortizing note), which cash payment in the aggregate per year will be equivalent to a 5.25% cash payment per year with respect to each $100.00 stated amount of units. Each installment will constitute a payment of interest and a partial repayment of principal.

The amortizing notes are our senior unsecured obligations. The indebtedness evidenced by the amortizing notes ranks senior in right of payment to our existing and future subordinated indebtedness, ranks equally in right of payment with all of our existing and future senior indebtedness (including the 7.375% notes, the 6.75% notes and the 6.00% notes) that is not so subordinated, is effectively subordinated in right of payment to our existing and future secured indebtedness, including the term loan and our existing revolving credit facility, to the extent of the value of the assets securing such indebtedness and is structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

If we elect to settle the purchase contracts early, which is permitted under the terms of such contracts, then holders of the units will have the right to require us to repurchase some or all of their amortizing notes on the repurchase date for cash at a specified repurchase price per note. In connection with any early settlement of purchase contracts at the holders’ election, holders will not have the right to require us to repurchase any or all of their amortizing notes.

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6.00% Senior Notes due 2022

On June 2, 2014, we issued the 6.00% notes due 2022 in an aggregate principal amount of $630.0 million to certain qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. person in transactions outside the United States in reliance on Regulation S under the Securities Act. The 6.00% notes were issued pursuant to an indenture dated as of June 2, 2014, among us, the guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee (which we refer to as the 6.00% notes indenture). The 6.00% notes are our unsecured unsubordinated obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries).

The 6.00% notes bear interest at a rate of 6.00% per year. Interest payments are due semi-annually each June 15 and December 15, with the first interest payment due on December 15, 2014. The maturity date of the 6.00% notes is December 15, 2022.

The 6.00% notes and their subsidiary guarantees are unsecured, senior obligations. Accordingly, they are:

• equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness, including the 7.375% notes, the 6.75% notes and the amortizing notes;

• senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

• effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

• effectively subordinated to all of the existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries (other than indebtedness and other liabilities owed to us or any guarantors).

At any time prior to June 15, 2017, we may redeem up to 40% of the aggregate principal amount of the 6.00% notes at a redemption price equal to 106.00% of the principal amounts of the 6.00% notes redeemed, plus accrued and unpaid interest to the redemption date with an amount not to exceed the net cash proceeds of certain equity offerings of the Company so long as at least 50% of the aggregate principal amount of 6.00% notes originally issued under the indenture remains outstanding immediately after the redemption (unless all such 6.00% notes are otherwise repurchased or redeemed) and the redemption occurs within 90 days of the date of the closing of such equity offering.

At any time prior to June 15, 2018, we may redeem all or a part of the 6.00% notes at a redemption price equal to 100% of the principal amount of the 6.00% notes redeemed and accrued and unpaid interest, plus a premium provided for in the 6.00% notes indenture, which would be the greater of (1) 1.0% of the principal amount of each 6.00% note being redeemed or (2) the excess of (i) the present value at the redemption date of (x) the redemption price of the 6.00% note being redeemed at June 15, 2018 plus (y) all required interest payments due on such 6.00% note through May 30, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (ii) the principal amount of such 6.00% note.

On or after June 15, 2018, we may redeem all or part of the 6.00% notes at the redemption prices (expressed as a percentage of the principal amount of the 6.00% notes) set forth below, plus accrued and unpaid interest, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

Redemption Year	Price
2018	103.0000	%
2019	101.5000	%
2020 and thereafter	100.0000	%

If we experience a change of control (as defined in the 6.00% note indenture), holders of the 6.00% notes may require us to purchase the 6.00% notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 6.00% notes indenture limits our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter

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into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies. Certain of these covenants are subject to suspension when and if the 6.00% notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s.

The 6.00% notes indenture contains customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest; (ii) breach of certain covenants contained in the 6.00% notes indenture or the 6.00% notes, (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity, (iv) the failure to pay certain final judgments, (v) the failure of certain guarantees to be enforceable and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 6.00% notes may declare all the 6.00% notes to be due and payable immediately.

6.75% Senior Notes Due 2021

On November 18, 2013 and March 19. 2014, we issued 6.75% senior notes due 2021 with a combined aggregate principal amount of $875.0 million to certain qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The 6.75% notes were issued pursuant to an indenture dated as of November 18, 2013, among us, our then subsidiaries as guarantors and Wells Fargo Bank, National Association, as trustee; such indenture has subsequently been supplemented as of January 13, 2014, February 28, 2014 and April 18, 2014 to add as guarantors our subsidiaries that have been acquired or organized after November 18, 2013.

The 6.75% notes bear interest at a rate of 6.75% per year. Interest payments are due semi-annually each June 1 and December 1, with the first interest payment due on June 1, 2014. The maturity date of the 6.75% notes is December 1, 2021.

The 6.75% notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries).

The 6.75% notes and the subsidiary guarantees are unsecured, senior obligations. Accordingly, they are:

• equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness, including the 7.375% notes, the 6.00% notes and the amortizing notes;

• senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

• effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

• effectively subordinated to all of the existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries (other than indebtedness and other liabilities owed to us or any guarantors.

Prior to December 1, 2016, we may redeem up to 40% of the aggregate principal amount of 6.75% notes at a redemption price equal to 106.750% of the principal amount of the 6.75% notes redeemed, plus accrued and unpaid interest to the redemption date with an amount not to exceed the net cash proceeds of certain equity offerings by us so long as at least 50% of the aggregate principal amount of 6.75% notes originally issued under the 2021 indenture remains outstanding immediately after the redemption (unless all such 6.75% notes are otherwise repurchased or redeemed) and the redemption occurs within 90 days of the date of the closing of such equity offering.

At any time prior to December 1, 2017, we may redeem all or a part of the 6.75% notes at a redemption price equal to 100% of the principal amount of the 6.75% notes redeemed and accrued and unpaid interest, plus a premium provided for in the 2021 indenture, which would be the greater of (1) 1.0% of the principal amount of each 2021 note being redeemed or (2) the excess of (i) the present value at the redemption date of (x) the redemption price of the 2021 note being redeemed at December 1, 2017 plus (y) all required interest payments due on each such 2021 note through December 1, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (ii) the principal amount of such 2021 note.

On or after December 1, 2017, we may redeem all or a part of the 6.75% notes at the redemption prices (expressed as a percentage of principal amount of the 6.75% notes) set forth below, plus accrued and unpaid interest, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:

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Redemption Year	Price
2017	103.3750	%
2018	101.6875	%
2019 and thereafter	100.0000	%

If we experience a change of control (as defined in the 2021 indenture), holders of the 6.75% notes may require us to purchase the 6.75% notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 2021 indenture limits our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies. Certain of these covenants are subject to suspension when and if the 6.75% notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s.

The 2021 indenture contains customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest; (ii) breach of certain covenants contained in the indenture or the 6.75% notes, (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity, (iv) the failure to pay certain final judgments, (v) the failure of certain guarantees to be enforceable and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 6.75% notes may declare all the 6.75% notes to be due and payable immediately.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Simultaneously with the sale of the July notes, we entered into a registration rights agreement with Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities LLC, BMO Capital Markets Corp., Goldman, Sachs & Co., Nomura Securities International, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers. Under the registration rights agreement, we agreed to use commercially reasonable efforts to file a registration statement to register the July notes with the SEC on or prior to May 4, 2014 and have the registration statement be declared effective on or prior to July 13, 2014 or to file a shelf registration for the resale of the July notes if an exchange offer cannot be completed within the time period specified in the agreement. See “Description of the Exchange Notes - Registration Rights; Special Interest.”

We are conducting the exchange offer to satisfy our obligations under the registration rights agreement. If one or more registration defaults occur under the registration rights agreement (as described under “Description of the Exchange Notes - Registration Rights; Special Interest”), including if the exchange offer is not completed by 30 business days after the date of effectiveness or longer, if required by the federal securities laws, the annual interest rate on the notes will increase by 0.25% per year. The amount of this “special interest” will increase by an additional 0.25% per year for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.00% per year. A copy of the registration rights agreement has been filed with the SEC as Exhibit 4.2 to our Current Report on Form 8-K dated July 18, 2013 and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The form and terms of the exchange notes are the same as the form and terms of the outstanding 7.375% notes, including the July notes, except that the exchange notes:

• will be registered under the Securities Act;

• will not bear restrictive legends restricting their transfer under the Securities Act;

• will not be entitled to the registration rights that apply to the July notes; and

• will not contain provisions relating to an increase in any interest rate in connection with the July notes under circumstances related to the timing of the exchange offer.

The exchange offer is not extended to original note holders in any jurisdiction where the exchange offer does not comply with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

We are offering to exchange up to $350.0 million aggregate principal amount of exchange notes for a like aggregate principal amount of July notes. The July notes must be tendered properly in accordance with the conditions set forth in this prospectus and the accompanying letter of transmittal on or prior to the expiration date and not withdrawn as permitted below. In exchange for July notes properly tendered and accepted, we will issue a like total principal amount of up to $350.0 million in exchange notes. This prospectus, together with the letter of transmittal, is first being sent on or about                     , 2014, to all holders of July notes known to us. Our obligation to accept July notes for exchange in the exchange offer is subject to the conditions described below under the heading “Conditions to the Exchange Offer.” The exchange offer is not conditioned upon holders tendering a minimum principal amount of July notes. As of the date of this prospectus, $350.0 million aggregate principal amount of July notes are outstanding, and there is an aggregate principal amount of $1,375.0 million of 7.375% notes, including the July notes, outstanding.

Outstanding July notes tendered in the exchange offer must be in denominations of $2,000 and any higher integral multiple of $1,000.

Holders of the July notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. If you do not tender your July notes or if you tender July notes that we do not accept, your July notes will remain outstanding. Any July notes will be entitled to the benefits of the indenture but will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to such July notes. See “Risk Factors-Risks Relating to the Exchange Offer-There are significant consequences if you fail to exchange your July notes” for more information regarding July notes outstanding after the exchange offer. After the expiration date, we will return to the holder any tendered July notes that we did not accept for exchange.

None of us, our board of directors or our management recommends that you tender or not tender July notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount of July notes to tender.

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The expiration date is 5:00 p.m., New York City time, on, 2014, or such later date and time to which we extend the exchange offer.

We have the right, in accordance with applicable law, at any time:

• to delay the acceptance of the July notes;

• to terminate the exchange offer and not accept any July notes for exchange if we determine that any of the conditions to the exchange offer have not occurred or have not been satisfied;

• to extend the expiration date of the exchange offer and retain all July notes tendered in the exchange offer other than those notes properly withdrawn; and

• to waive any condition or amend the terms of the exchange offer in any manner.

If we materially amend the exchange offer or if we waive a material condition to the exchange offer, we will as promptly as practicable distribute a prospectus supplement to the holders of the July notes disclosing the change or waiver and extend the exchange offer as required by law to cause this exchange offer to remain open for at least five business days following such notice.

If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Acceptance of Outstanding July Notes for Exchange and Issuance of Exchange Notes

Promptly after the expiration date, we will accept all July notes validly tendered and not withdrawn, and we will issue exchange notes registered under the Securities Act to the exchange agent. The exchange agent might not deliver the exchange notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

We will be deemed to have exchanged July notes validly tendered and not withdrawn when we give oral or written notice to the exchange agent of our acceptance of the tendered July notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of July notes, letters of transmittal and related documents.

In tendering July notes, you must warrant in the letter of transmittal or in an agent’s message (described below) that:

• you have full power and authority to tender, exchange, sell, assign and transfer July notes;

• we will acquire good, marketable and unencumbered title to the tendered July notes, free and clear of all liens, restrictions, charges and other encumbrances; and

• the July notes tendered for exchange are not subject to any adverse claims or proxies.

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the July notes.

Procedures for Tendering July Notes

Valid Tender

When the holder of July notes tenders, and we accept, July notes for exchange, a binding agreement between us, on the one hand, and the tendering holder, on the other hand, is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of July notes who wishes to tender July notes for exchange must, on or prior to the expiration date:

• transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal (including July notes), to the exchange agent, Wells Fargo Bank, N.A., at the address set forth below under the heading “-Exchange Agent;”

• if July notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with the Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation), to the exchange agent at the address set forth below under the heading “-Exchange Agent;” or

• comply with the provisions set forth below under “-Guaranteed Delivery.”

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In addition, on or prior to the expiration date:

• the exchange agent must receive the certificates for the July notes and the letter of transmittal;

• the exchange agent must receive a timely confirmation of the book-entry transfer of the July notes being tendered into the exchange agent’s account at DTC, along with the letter of transmittal or an agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

The letter of transmittal or agent’s message may be delivered by mail, facsimile, hand delivery or overnight carrier, to the exchange agent.

The term “agent’s message” means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If you beneficially own July notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your July notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the July notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

If you tender fewer than all of your July notes, you should fill in the amount of notes tendered in the appropriate box on the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, we will assume you are tendering all July notes that you hold.

The method of delivery of the certificates for the July notes, the letter of transmittal and all other required documents is at the election and sole risk of the holders. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or July notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the July notes surrendered for exchange are tendered:

• by a registered holder of July notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

An “eligible institution” is a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Exchange Act, including:

• a bank;

• a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

• a credit union;

• a national securities exchange, registered securities association or clearing agency; or

• a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

If July notes are registered in the name of a person other than the signer of the letter of transmittal, the July notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

Deemed Representations

To participate in the exchange offer, we require that you represent to us that:

(i) you or any other person acquiring exchange notes in exchange for your July notes in the exchange offer is acquiring them in the ordinary course of business;

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(ii) neither you nor any other person acquiring exchange notes in exchange for your July notes in the exchange offer is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

(iii) neither you nor any other person acquiring exchange notes in exchange for your July notes has an arrangement or understanding with any person to participate in the distribution of exchange notes issued in the exchange offer;

(iv) neither you nor any other person acquiring exchange notes in exchange for your July notes is our “affiliate” as defined under Rule 405 of the Securities Act; and

(v) if you or another person acquiring exchange notes in exchange for your July notes is a broker-dealer and you acquired the July notes as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

By tendering your July notes you are deemed to have made these representations.

Broker-dealers who cannot make the representations in item (v) of the paragraph above cannot use this prospectus in connection with resales of the exchange notes issued in the exchange offer.

If you are our “affiliate,” as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your July notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of exchange notes acquired in the exchange offer, you or that person:

(i) may not rely on the applicable interpretations of the staff of the SEC and therefore may not participate in the exchange offer; and

(ii) must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the July notes.

Book-Entry Transfers

For tenders by book-entry transfer of July notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of July notes by causing DTC to transfer the July notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender July notes. Accordingly, any participant in DTC may make book-entry delivery of July notes by causing DTC to transfer those July notes into the exchange agent’s account in accordance with its ATOP procedures for transfer.

Notwithstanding the ability of holders of July notes to effect delivery of July notes through book-entry transfer at DTC, either:

• the letter of transmittal or a facsimile thereof, or an agent’s message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under “-Exchange Agent;” or

• the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

If a holder wants to tender July notes in the exchange offer and (1) the certificates for the July notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the expiration date, or (2) a book-entry transfer cannot be completed on a timely basis, the July notes may be tendered if the holder complies with the following guaranteed delivery procedures:

• the tender is made by or through an eligible institution;

• the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent on or prior to the expiration date:

• setting forth the name and address of the holder of the July notes being tendered and the amount of the July notes being tendered;

• stating that the tender is being made; and

• guaranteeing that, within three (3) New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered July notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of

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transmittal, or an agent’s message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the certificates for the July notes, or a confirmation of book-entry transfer, and a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three (3) New York Stock Exchange trading days after the notice of guaranteed delivery is executed for all such tendered July notes.

You may deliver the notice of guaranteed delivery by hand, facsimile, mail or overnight delivery to the exchange agent and you must include a guarantee by an eligible institution in the form described above in such notice.

Our acceptance of properly tendered July notes is a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer.

Determination of Validity

We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered July notes. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of July notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of July notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failing to give any such notice.

We reserve the absolute right, in our sole and absolute discretion:

• to reject any tenders determined to be in improper form or unlawful;

• to waive any of the conditions of the exchange offer; and

• to waive any condition or irregularity in the tender of July notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act.

Resales of Exchange Notes

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the exchange offer, we believe that a holder of exchange notes, other than a broker-dealer, may offer exchange notes for resale, resell and otherwise transfer the exchange notes without delivering a prospectus to prospective purchasers, if the holder acquired the exchange notes in the ordinary course of business, has no intention of engaging in a “distribution” (as defined under the Securities Act) of the exchange notes and is not an “affiliate” (as defined under the Securities Act) of Post. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on this exchange offer as it did in interpretive letters to other parties in similar transactions.

By tendering July notes, the holder, other than participating broker-dealers, as defined below, of those July notes will represent to us that, among other things:

• the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder;

• neither the holder nor any other person receiving the exchange notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the exchange notes; and

• neither the holder nor any other person receiving the exchange notes is an “affiliate” (as defined under the Securities Act) of Post.

If any holder or any such other person is an “affiliate” of Post or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the exchange notes, such holder or other person:

• may not rely on the applicable interpretations of the staff of the SEC referred to above and therefore may not participate in the exchange offer; and

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• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for July notes must represent that the July notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as defined under the Securities Act). If a broker-dealer acquired July notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of exchange notes received in exchange for the July notes pursuant to the exchange offer. We have agreed that, during the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, or such shorter period as will terminate when all exchange notes have been sold, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Withdrawal Rights

You can withdraw tenders of July notes at any time prior to5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent. The notice of withdrawal must:

• specify the name of the person tendering the July notes to be withdrawn;

• identify the July notes to be withdrawn, including the total principal amount of July notes to be withdrawn;

• where certificates for July notes are transmitted, list the name of the registered holder of the July notes if different from the person withdrawing the July notes;

• contain a statement that the holder is withdrawing his election to have the July notes exchanged; and

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which the July notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the July notes register the transfer of the July notes in the name of the person withdrawing the tender.

If you delivered or otherwise identified pursuant to the guaranteed delivery procedures July notes to the exchange agent, you must submit the serial numbers of the July notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of July notes tendered for the account of an eligible institution. If you tendered July notes as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn July notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, July notes properly withdrawn may again be tendered at any time on or prior to the expiration date.

We will determine all questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

In the case of July notes tendered by book-entry transfer through DTC, the July notes withdrawn or not exchanged will be credited to an account maintained with DTC. Withdrawn July notes will be returned to the holder after withdrawal. The July notes will be returned or credited to the account maintained with DTC as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Any July notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Properly withdrawn July notes may again be tendered by following one of the procedures described under “Procedures for Tendering July notes” above at any time prior to5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any July notes, and we may terminate or amend the exchange offer, if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine that the exchange offer violates applicable law or SEC policy.

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The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under “Terms of the Exchange Offer.”

In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any July notes tendered, and no exchange notes will be issued in exchange for any such July notes.

If we terminate or suspend the exchange offer based on a determination that the exchange offer violates applicable law or SEC policy, the registration rights agreement requires that we use our commercially reasonable efforts to cause a shelf registration statement covering the resale of the July notes to be filed and declared effective by the SEC within the time periods described in the registration rights agreement.

Exchange Agent

We appointed Wells Fargo Bank, N.A., as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent, at the address and phone number as follows:

Registered & Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Regular Mail or Courier: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 Sixth St. & Marquette Avenue Minneapolis, MN 55479	In Person by Hand Only: Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building−12th Floor 608 Second Avenue South Minneapolis, MN 55402
	Or By Facsimile Transmission: (For Eligible Institutions only): Fax: (612) 667-6282 Attn: Bondholder Communications
	For Information or Confirmation by: Telephone: (800) 344-5128, Option 0 Attn: Bondholder Communications

If you deliver letters of transmittal and any other required documents to an address or facsimile number other than those listed above, your tender is invalid.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of July notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of July notes pursuant to the exchange offer.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the July notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.

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Transfer Taxes

Holders who tender their July notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the July notes tendered, or if a transfer tax is imposed for any reason other than the exchange of July notes in connection with the exchange offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange July Notes

Holders who desire to tender their July notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. Neither the exchange agent nor Post is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

July notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the July notes and the existing restrictions on transfer set forth in the legend on the July notes and in the confidential offering circular dated July 11, 2013 relating to the July notes. Except in limited circumstances with respect to specific types of holders of July notes, we will have no further obligation to provide for the registration under the Securities Act of such July notes. In general, July notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the July notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the July notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Holders of the exchange notes, any outstanding 7.375% notes which remain outstanding after consummation of the exchange offer, and all previously issued 7.375% notes will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Consequences of Exchanging July Notes

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by holders after the exchange offer other than by any holder who is one of our “affiliates” (as defined in Rule 405 under the Securities Act). Such notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such exchange notes are acquired in the ordinary course of such holder’s business; and

• such holder, other than broker-dealers, has no arrangement or understanding with any person to participate in the distribution of the exchange notes.

However, the SEC has not considered the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances. Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

• it is not an affiliate of Post;

• it is not engaged in, and does not intend to engage in, a distribution of the exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes; and

• it is acquiring the exchange notes in the ordinary course of its business.

Each broker-dealer that receives exchange notes for its own account in exchange for July notes must acknowledge that such July notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the caption “Certain Definitions.” In this description, the words “Company,” “us,” “we” and “our” refer only to Post Holdings, Inc. and not to any of its Subsidiaries.

The $350.0 million in aggregate principal amount of the July notes were issued on July 18, 2013 under CUSIP Numbers 737446AD6 and U7318UAC6 as additional securities under an indenture dated as of February 3, 2012 and supplemented by a First Supplemental Indenture dated as of May 28, 2013, a Second Supplemental Indenture dated as of September 1, 2013 and a Third Supplemental Indenture dated as of January 13, 2014 (collectively, the “Indenture”), among the Company, the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Under the Indenture, we had previously issued $1,025.0 million in aggregate principal amount of 7.375% senior notes due 2022 on February 3, 2012 and October 25, 2012, and on January 10, 2013, we completed an exchange offer pursuant to which we offered to exchange up to $1,025.0 million in aggregate principal amount of 7.375% notes, which had been registered under the Securities Act of 1933 pursuant to an effective registration statement on Form S-4, for an equal aggregate principal amount of the 7.375% notes issued on February 3, 2012 and October 25, 2012 in transactions exempt from registration under the Securities Act.

Except as otherwise indicated below, the following summary applies to all of the outstanding 7.375% notes, including the July notes and to the exchange notes. The term “7.375% Notes” as used in this section means the exchange notes, the July notes and all of the notes issued on February 3, 2012 and October 25, 2012, in each case outstanding at any given time and issued under the Indenture and the term “July Notes” means the $350.0 million in aggregate principal amounts of 7.375% Notes issued on July 18, 2013 under CUSIP numbers 737446AD6 and U7318UAC6. The terms of the exchange notes are the same as the terms of the July Notes, except that (i) the exchange notes will be registered under the Securities Act, (ii) the exchange notes will not bear restrictive legends restricting their transfer under the Securities Act, (iii) holders of the exchange notes are not entitled to certain rights under the registration rights agreement, and (iv) the exchange notes will not contain provisions relating to an increase in any interest rate in connection with the July Notes under circumstances related to the timing of the exchange offer (referred to herein as “Special Interest”).

The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the 7.375% Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Certain defined terms used in this description but not defined below under “-Certain Definitions” have the meanings assigned to them in the Indenture. A copy of the Indenture is available upon request to the Company at the address indicated under “Where You Can Find More Information.”

A registered holder of a 7.375% Note (each, a “Holder”) will be treated as the owner of it for all purposes. Only registered Holders will have rights under the Indenture.

Brief Description of the 7.375% Notes and the Subsidiary Guarantees

The 7.375% Notes

The 7.375% Notes are:

• general unsecured obligations of the Company;

• pari passu in right of payment with the 6.75% notes, the 6.00% notes, the amortizing notes and all of the Company’s other existing and future senior Indebtedness;

• senior in right of payment to any of the Company’s and Guarantors’ future Indebtedness that is, by its terms, expressly subordinated in right of payment to the 7.375% Notes;

• structurally subordinated to all liabilities of the Company’s Subsidiaries that are not Guarantors;

• effectively subordinated to all of the Company’s existing and future secured Indebtedness to the extent of the value of the assets securing such Indebtedness; and

• unconditionally guaranteed by the Guarantors.

The Subsidiary Guarantees

The 7.375% Notes are guaranteed by each of the Company’s current and future Domestic Subsidiaries (other than the Excluded Subsidiaries).

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The Subsidiary Guarantees are:

• general unsecured obligations of each Guarantor;

• pari passu in right of payment with all existing and future senior Indebtedness of each Guarantor;

• senior in right of payment with all existing and future Indebtedness of each Guarantor that is, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee of such Guarantor; and

• effectively subordinated to each Guarantor’s existing and future secured Indebtedness to the extent of the value of the assets securing such Indebtedness.

The obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. See “Risk Factors-Risks Related to the 7.375% Notes-Our being subject to certain fraudulent transfer and conveyance laws may have adverse implications for the holders of the Notes.”

After giving effect to the Michael Foods financing transactions, we currently have approximately $2,921.8 million of aggregate principal amount of unsecured senior indebtedness outstanding (including the 7.375% Notes, our 6.75% notes, the 6.00% notes and the amortizing notes components of the units). We also currently have $885.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility and an additional $50.0 million payment obligation to the sellers of the Michael Foods business under the merger agreement that is due on June 2, 2015. The Indenture permits us and our Restricted Subsidiaries to incur additional Indebtedness, including secured Indebtedness. As of the date of this prospectus, all of our Subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “-Certain Covenants-Restricted Payments,” we are permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the Indenture and will not guarantee the 7.375% Notes. Under the Indenture, our Foreign Subsidiaries and Excluded Subsidiaries will not be required to guarantee the 7.375% Notes. As of the date of this prospectus, we have one Excluded Subsidiary, which was organized to facilitate the pending PowerBar and Musashi acquisitions, and seven Foreign Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As of the date of this prospectus, our primary foreign subsidiaries (excluding non-operating intermediary holding companies) are Post Foods Canada Inc., Golden Boy Foods Ltd., and MFI Food Canada Ltd.

The Subsidiary Guarantee of a Guarantor will be automatically released:

(1) upon any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation), in accordance with the Indenture, to any Person who is not (either before or after giving effect to the transaction) the Company or any Restricted Subsidiary;

(2) if such Guarantor merges with and into the Company, with the Company surviving such merger;

(3) if such Guarantor is designated an Unrestricted Subsidiary in accordance with the Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by the Indenture;

(4) if we exercise our Legal Defeasance option or Covenant Defeasance option as described under “Legal Defeasance and Covenant Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture as described under “-Satisfaction and Discharge;” or

(5) if such Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Subsidiary Guarantee of the Notes pursuant to the provisions described under “Certain Covenants-Additional Subsidiary Guarantees.”

Principal, Maturity and Interest

The Company has issued an aggregate principal amount of $350.0 million of July Notes pursuant to the Indenture and proposed to issue the like amount of exchange notes in this exchange offer. In addition to the July Notes, the Company previously issued $1,025.0 million in aggregate principal amount of 7.375% Notes under the Indenture. The Indenture does not limit the maximum aggregate principal amount of Notes or other debt securities that the Company may issue thereunder.

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From time to time after the date of this prospectus, the Company may issue additional notes (the “Additional 7.375% Notes”) having substantially identical terms and conditions as the 7.375% Notes. The 7.375% Notes and any Additional 7.375% Notes subsequently issued, would be treated as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments, redemption and offers to purchase. Any offering of Additional 7.375% Notes under the Indenture is subject to the covenant described below under the caption “Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock.”

The exchange notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 7.375% Notes will mature on February 15, 2022.

Interest on the 7.375% Notes accrues at the rate of 7.375% per annum from the Issue Date. Interest is payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2013 for the July Notes. The Company will make each interest payment to the Holders of record of the 7.375% Notes on the immediately preceding February 1 and August 1 to the interest payment date.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the 7.375% Notes

If a Holder has given wire transfer instructions to the Company, the Company will make, or cause to be made, all principal, premium, if any, and interest and Special Interest, if any, payments on the 7.375% Notes owned by such Holder in accordance with those instructions. All other payments on the 7.375% Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their respective addresses set forth in the register of Holders.

The Company will pay principal of, premium, if any, and interest and Special Interest, if any, on the 7.375% Notes in global form registered in the name of The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global Notes.

Paying Agent and Registrar for the 7.375% Notes

The Trustee is currently the Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Optional Redemption

On or after February 15, 2017, we may redeem all or a part of the 7.375% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of principal amount of the 7.375% Notes) set forth below, plus accrued and unpaid interest and Special Interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Redemption Year	Price
2017	103.688	%
2018	102.458	%
2019	101.229	%
2020 and thereafter	100.000	%

If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name the 7.375% Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose 7.375% Notes will be subject to redemption by the Company.

Selection and Notice of Redemption

If less than all of the 7.375% Notes are to be redeemed at any time and the 7.375% Notes to be redeemed are in global form, 7.375% Notes shall be selected for redemption in accordance with DTC procedures. If the 7.375% Notes are not in global form, the Trustee will select 7.375% Notes for redemption as follows:

(1) if the 7.375% Notes are listed, in compliance with the requirements of the principal national securities exchange on which the 7.375% Notes are listed; or

(2) if the 7.375% Notes are not so listed, on a pro rata basis subject to adjustment for minimum denominations.

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No 7.375% Notes of $2,000 principal amount or less shall be redeemed in part. Notices of redemption shall be sent at least 30 but not more than 60 days before the redemption date to each Holder of 7.375% Notes to be redeemed at its registered address in accordance with the Indenture. Notices of redemption may not be conditional.

If any 7.375% Note is to be redeemed in part only, the notice of redemption that relates to that 7.375% Note shall state the portion of the principal amount thereof to be redeemed. A new 7.375% Note in principal amount equal to the unredeemed portion of the original 7.375% Note will be issued in the name of the Holder thereof upon cancellation of the original 7.375% Note. Any 7.375% Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, if the redemption price and interest and Special Interest to the redemption date have been deposited with the Trustee, interest ceases to accrue on 7.375% Notes or portions of them called for redemption.

Mandatory Redemption

We are not required to make mandatory redemption payments or sinking fund payments with respect to the 7.375% Notes.

Repurchase at the Option of the Holders

Offer to Repurchase upon Change of Control

If a Change of Control occurs, each Holder of 7.375% Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s 7.375% Notes pursuant to the “Change of Control Offer.” In the Change of Control Offer, the Company will offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of 7.375% Notes repurchased plus accrued and unpaid interest and Special Interest, if any. Within 30 days following any Change of Control, the Company will send a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase 7.375% Notes on the “Change of Control Payment Date” specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the 7.375% Notes as a result of a Change of Control.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all 7.375% Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all 7.375% Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the 7.375% Notes so accepted together with an officers’ certificate stating the aggregate principal amount of 7.375% Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail to each Holder of 7.375% Notes so tendered the Change of Control Payment for such 7.375% Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new 7.375% Note equal in principal amount to any unpurchased portion of the 7.375% Notes surrendered, if any; provided that each such new 7.375% Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the 7.375% Notes to require that the Company repurchase or redeem the 7.375% Notes in the event of a takeover, recapitalization or similar transaction.

If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay for all or any of the 7.375% Notes that might be delivered by Holders seeking to accept the Change of Control Offer. Future Indebtedness of the Company may contain prohibitions on certain events which would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. In addition, we cannot assure you that in the event of a Change of Control the Company will be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer.

The Company will not be required to make a Change of Control Offer if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a

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Change of Control Offer made by the Company and purchases all 7.375% Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given prior to the Change of Control pursuant to the Indenture as described above under the caption “-Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control and conditioned upon the consummation of such Change of Control, if a definitive agreement with respect to the Change of Control is in place at the time the Change of Control Offer is made.

The definition of “Change of Control” includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of 7.375% Notes to require the Company to repurchase such 7.375% Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Offer to Repurchase by Application of Excess Proceeds of Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of, as approved in good faith by the Company’s Board of Directors; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision only (and specifically not for the purposes of the definition of “Net Proceeds”), each of the following shall be deemed to be cash:

(i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the 7.375% Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets;

(ii)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that within 180 days are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion);

(iii)the fair market value of (x) any assets (other than securities or current assets) received by the Company or any Restricted Subsidiary that will be used or useful in a Related Business, (y) Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Related Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Equity Interests by the Company or the applicable Restricted Subsidiary or (z) a combination of (x) and (y); provided that the determination of the fair market value of assets or Equity Interests in excess of $50.0 million received in any transaction or series of related transactions shall be evidenced by an officers’ certificate delivered to the Trustee; and

(iv)any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iv) since the Issue Date that is at the time outstanding, not to exceed 2.25% of Consolidated Total Assets at the time of receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

Within 360 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale:

(A)to repay, prepay, redeem or repurchase Indebtedness (other than securities) under Credit Facilities and, if such Indebtedness is revolving credit Indebtedness, effect a permanent reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment shall be required));

(B)to acquire Equity Interests in a Person that is engaged in a Related Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Equity Interests by the Company or the applicable Restricted Subsidiary;

(C)to make capital expenditures constituting or with respect to long-term assets of the Company or a Restricted Subsidiary engaged in a Related Business;

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(D)to acquire other assets (other than securities or current assets) that will be used or useful in a Related Business; or

(E)a combination of prepayments and investments permitted by the foregoing clauses (A), (B), (C) and (D);

provided that the Company and its Restricted Subsidiaries will be deemed to have applied such Net Proceeds pursuant to clause (B) or (D) of this paragraph, as applicable, if and to the extent that, within 360 days after the Asset Sale that generated the Net Proceeds, the Company has entered into and not abandoned or rejected a binding agreement to consummate any reinvestment described in clause (B) or (D) of this paragraph, and such reinvestment is thereafter completed within 180 days after the end of such 360-day period.

Pending the final application of such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Facilities or any other revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture. Subject to the last sentence of the following paragraph, on the 361st day (as extended pursuant to the provisions in the preceding paragraph) after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale as set forth in clause (A), (B), (C), (D) or (E) of the second preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B), (C), (D) or (E) of the second preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and, if required by the terms of any other Indebtedness of the Company ranking pari passu with the 7.375% Notes in right of payment and which has similar provisions requiring the Company either to make an offer to repurchase or to otherwise repurchase, redeem or repay such Indebtedness with the proceeds from Asset Sales (the “Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis (in proportion to the respective principal amounts or accreted value, as the case may be, of the 7.375% Notes and any such Pari Passu Indebtedness) an aggregate principal amount of 7.375% Notes (plus, if applicable, an aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount. The offer price in any Net Proceeds Offer shall be equal to 100% of the principal amount of the 7.375% Notes (or 100% of the principal amount or accreted value, as the case may be, of such Pari Passu Indebtedness), plus accrued and unpaid interest thereon and Special Interest, if any, to the Net Proceeds Offer Payment Date.

Notwithstanding the foregoing, if at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with this covenant. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $40.0 million resulting from one or more Asset Sales (at which time the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $40.0 million, shall be applied as required pursuant to this paragraph, and in which case the Net Proceeds Offer Trigger Date shall be deemed to be the earliest date that the Net Proceeds Offer Amount is equal to or in excess of $40.0 million).

Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their 7.375% Notes in whole or in part in denominations of $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent that the aggregate principal amount of 7.375% Notes (plus, if applicable, the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness) validly tendered by the Holders thereof and not withdrawn exceeds the Net Proceeds Offer Amount, 7.375% Notes of tendering Holders (and, if applicable, Pari Passu Indebtedness tendered by the holders thereof) will be purchased on a pro rata basis (based on the principal amount of the 7.375% Notes and, if applicable, the principal amount or accreted value, as the case may be, of any such Pari Passu Indebtedness tendered and not withdrawn). To the extent that the aggregate amount of the 7.375% Notes (plus, if applicable, the aggregate principal amount or accreted value, as the case may be, of any Pari Passu Indebtedness) tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use such excess Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by applicable law.

The Company or the applicable Restricted Subsidiary, as the case may be, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of 7.375% Notes pursuant to a Net Proceeds Offer. To the extent that the

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provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

Certain Covenants

Covenant Suspension

If on any date following the Issue Date the 7.375% Notes have an Investment Grade Rating from both Rating Agencies and no Default or Event of Default has occurred and is continuing under the Indenture, then beginning on that day and subject to the provisions of the following paragraph, the provisions specifically listed under the following captions in this prospectus will be suspended:

“—Repurchase at the Option of the Holders—Offer to Repurchase by Application of Excess Proceeds of Asset Sales,”

“—Restricted Payments,”

“—Incurrence of Indebtedness and Issuance of Preferred Stock,”

clause (a)(3) of “—Certain Covenants—Merger, Consolidation or Sale of Assets,”

“—Dividend and Other Payment Restrictions Affecting Subsidiaries” and

“—Transactions with Affiliates”

(collectively, the “Suspended Covenants”). The period during which covenants are suspended pursuant to this section is called the “Suspension Period.” The Company will notify the Trustee of the continuance and termination of any Suspension Period.

In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the first sentence of the preceding paragraph and, subsequently, one of the Rating Agencies withdraws its ratings or downgrades the rating assigned to the 7.375% Notes so that the 7.375% Notes no longer have Investment Grade Ratings from both Rating Agencies or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will from such time and thereafter again be subject to the Suspended Covenants and compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, Default or Event of Default will be calculated in accordance with the terms of the covenant described below under the caption “-Restricted Payments” and “-Incurrence of Indebtedness and Issuance of Preferred Stock” as though such covenant had been in effect during the entire period of time from the Issue Date. Notwithstanding the foregoing and any other provision of the Indenture, the 7.375% Notes or the Subsidiary Guarantees, no Default or Event of Default shall be deemed to exist under the Indenture, the 7.375% Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of the Restricted Subsidiaries shall bear any liability with respect to the Suspended Covenants for, (a) any actions taken or events occurring during a Suspension Period (including without limitation any agreements, Liens, preferred stock, obligations (including Indebtedness), or of any other facts or circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period) or (b) any actions required to be taken at any time pursuant to any contractual obligation entered into during a Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period.

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (i) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (ii) dividends or distributions by a Restricted Subsidiary of the Company so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or one or more of its Restricted Subsidiaries receives at least its pro rata share of such dividend or distribution in accordance with its percentage ownership of the Equity Interests in such class or series of securities);

(2)purchase, repurchase, redeem, defease or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or

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indirect parent of the Company, in each case held by Persons other than the Company or a Restricted Subsidiary of the Company;  

(3) make any principal payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the 7.375% Notes or the Subsidiary Guarantees (other than the payment, purchase, repurchase, redemption, defeasance, acquisition or retirement of (i) intercompany Indebtedness between or among the Company and its Restricted Subsidiaries, and (ii) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity thereof, in each case due within one year of the date of such payment, purchase, repurchase, redemption, defeasance, acquisition or retirement); or

(4)make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(a)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of such Restricted Payment;

(b)the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “-Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(c)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clause (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) or (13) of the next succeeding paragraph), is less than the sum, without duplication, of:

(i)50% of the cumulative Consolidated Net Income (excluding any dividends or distributions included in clauses (14)(c) or (15)(c) of the definition of “Permitted Investments”) of the Company for the period (taken as one accounting period) commencing on the first day of the fiscal quarter in which the Issue Date occurs to and ending on the last day of the fiscal quarter ended immediately prior to the date of such calculation for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(ii)100% of the aggregate net proceeds (including the fair market value of property other than cash) received by the Company after the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock and other than any net proceeds or assets received in connection with the contribution of assets pursuant to the Separation Agreement) or from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(iii)to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment; plus

(iv)50% of the aggregate net proceeds (including the fair market value of property other than cash) received by the Company or any Restricted Subsidiary from any distribution or dividend (other than a return of capital) from an Unrestricted Subsidiary (whether or not such dividend or distribution is included in the calculation of Consolidated Net Income); plus

(v)upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (x) the fair market value of the Company’s Investment in such Subsidiary as of the date of redesignation and (y) such fair market value as of the date such Subsidiary was originally designated as an Unrestricted Subsidiary.

The preceding provision will not prohibit:

(1)the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of any redemption notice related thereto, if at said date of declaration or notice such payment would have complied with the provisions of the Indenture;

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(2)the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any of its Restricted Subsidiaries or any Equity Interests of the Company or any of its Restricted Subsidiaries in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c)(ii) of the preceding paragraph;

(3)the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any member of the Company’s (or any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement, employment agreement, severance agreement or other executive compensation arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to subsequent calendar years, commencing with 2013; provided that the aggregate purchase price for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $7.5 million in any calendar year);

(5)the repurchase of Equity Interests deemed to occur (i) upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(6)payments to holders of the Company’s capital stock in lieu of the issuance of fractional shares of its Capital Stock;

(7)the redemption, repurchase, retirement, defeasance or other acquisition of Disqualified Stock of the Company in exchange for Disqualified Stock of the Company that is permitted to be issued as described below under the caption “-Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under the captions “Repurchase at the Option of Holders-Offer to Repurchase upon Change of Control” and “Repurchase at the Option of Holders-Offer to Repurchase by Application of Excess Proceeds of Asset Sales;” provided that all 7.375% Notes validly tendered by Holders in connection with a Change of Control Offer or Net Proceeds Offer, as applicable, have been repurchased, redeemed or acquired for value;

(9)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with the covenant described under “-Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(10)Restricted Payments made as part of the Transactions;

(11)payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Company;

(12)the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Common Stock of the Company pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by a senior financial officer of the Company); and

(13)other Restricted Payments in an aggregate amount under this clause (13) since the Issue Date not to exceed the greater of $100.0 million and 3.5% of Consolidated Total Assets (determined as of the date of any Restricted Payment pursuant to this clause (13));

provided that in the case of clauses (4) and (11), no Default shall have occurred and be continuing.

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The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. If the fair market value of any assets or securities that are required to be valued by this covenant exceed $25.0 million, then the fair market value shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any of the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)the incurrence by the Company and its Restricted Subsidiaries of Indebtedness, letters of credit and bankers’ acceptances under Credit Facilities in an aggregate amount at any time outstanding as of any date of incurrence of any such Indebtedness (with letters of credit and bankers’ acceptances being deemed to have an amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of:

(i)the greater of $600.0 million or the Borrowing Base, less (a) the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries to repay Indebtedness and permanently reduce commitments under Credit Facilities pursuant to the covenant described above under the caption “-Repurchase at the Option of the Holders-Offer to Repurchase by Application of Excess Proceeds of Asset Sales” and (b) the aggregate amount of Indebtedness incurred pursuant to clause (15) outstanding as of the date of any incurrence pursuant to this clause (1); or

(ii)$350.0 million;

(2)the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the 7.375% Notes and Subsidiary Guarantees;

(4)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (4), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $35.0 million and 1.25% of Consolidated Total Assets (determined as of the date of incurrence);

(5)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness incurred under clauses (2), (3) or (4) above, this clause (5), clauses (13), (14) or (16) below or pursuant to the first paragraph of this covenant;

(6)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the 7.375% Notes, in the case of the Company, or the Subsidiary Guarantee of such Guarantor, in the case of a Guarantor; and

(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such

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Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under Hedging Obligations that are not entered into for the purpose of speculation; provided that in the case of Hedging Obligations relating to interest rates, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this covenant and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(8)the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant and could have been incurred (in compliance with this covenant) by the Person so Guaranteeing such Indebtedness;

(9)the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(10)the incurrence of Indebtedness of the Company or any of its Restricted Subsidiaries in respect of security for workers’ compensation claims, payment obligations in connection with self-insurance, performance, surety and similar bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; provided that the underlying obligation to perform is that of the Company and its Restricted Subsidiaries and not that of the Company’s Unrestricted Subsidiaries; provided further that such underlying obligation is not in respect of borrowed money;

(11)the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Company or any Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn-out or similar Obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of the Company or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary; provided that (a) any amount of such Obligations included on the face of the balance sheet of the Company or any Restricted Subsidiary shall not be permitted under this clause (11) and (b) the maximum aggregate liability in respect of all such Obligations outstanding under this clause (11) shall at no time exceed the gross proceeds actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(12)Indebtedness incurred under commercial letters of credit issued for the account of the Company or any of its Restricted Subsidiaries in the ordinary course of business (and not for the purpose of, directly or indirectly, incurring Indebtedness or providing credit support or a similar arrangement in respect of Indebtedness); or Indebtedness of the Company or any of its Restricted Subsidiaries under letters of credit and bank guarantees backstopped by letters of credit under the Credit Facilities;

(13)the incurrence by any Foreign Subsidiary of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (13), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (13), not to exceed the greater of $50.0 million and 1.75% of Consolidated Total Assets (determined as of the date of incurrence);

(14)the incurrence by the Company or any of its Restricted Subsidiaries of any Attributable Indebtedness in an aggregate principal amount at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (14), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed the greater of $35.0 million and 1.25% of Consolidated Total Assets (determined as of the date of incurrence);

(15)Indebtedness in respect of Receivables Program Obligations;

(16)the incurrence of Acquired Debt or other Indebtedness incurred in connection with, or in contemplation of, an acquisition (including by way of merger or consolidation) by the Company or any of its Restricted Subsidiaries; provided that after giving pro forma effect to such acquisition, either (a) the Company or such Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant or (b) the Company would have a Fixed Charge Coverage Ratio immediately following such acquisition and incurrence that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such acquisition and incurrence;

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(17) Indebtedness incurred by the Company or any Restricted Subsidiary of the Company to the extent that the net proceeds thereof are promptly deposited to defease, redeem or to satisfy and discharge the 7.375% Notes;

(18)Indebtedness of the Company or any Restricted Subsidiary of the Company consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

(19)Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business;

(20)Indebtedness representing deferred compensation to employees of the Company and its Restricted Subsidiaries incurred in the ordinary course of business;

(21)cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(22)the Ralcorp Obligations; and

(23)the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (23), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (23), not to exceed the greater of $50.0 million and 1.75% of Consolidated Total Assets (determined as of the date of incurrence).

The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in the right of payment to the 7.375% Notes and the applicable Subsidiary Guarantee on substantially the same terms. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of being unsecured or secured by a junior priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them, including intercreditor agreements that contain customary provisions requiring turnover by holders of junior priority Liens of proceeds of collateral in the event that the security interests in favor of the holders of the senior priority in such intended collateral are not perfected or invalidated and similar customary provisions protecting the holders of senior priority Liens.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (23) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence (or later reclassify such Indebtedness in whole or in part) in any manner that complies with this covenant. In addition, the accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be treated as an incurrence of Indebtedness; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. Notwithstanding the foregoing, any Indebtedness outstanding pursuant to the Bank Credit Facilities on the date of the Indenture will be deemed to have been incurred pursuant to clause (1) of the definition of “Permitted Debt.”

Notwithstanding the foregoing, the maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness where the Indebtedness incurred, or any Indebtedness outstanding pursuant to the clause or clauses of the definition of Permitted Debt under which such Indebtedness is being incurred, is denominated in a different currency, the amount of any such Indebtedness being incurred and such outstanding Indebtedness, if any, will in each case be the U.S. Dollar Equivalent determined on the date any such Indebtedness was incurred, in the case of term Indebtedness, or first committed or first incurred (whichever yields the lower U.S. Dollar Equivalent), in the case of revolving credit Indebtedness, which U.S. Dollar Equivalent will be reduced by any repayment on such Indebtedness in proportion to the reduction in principal amount; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Protection Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Protection Agreement. The

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principal amount of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Protection Agreement, in which case the Permitted Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) if the principal amount of the Permitted Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, the U.S. Dollar Equivalent of such excess, as appropriate, will be determined on the date such Permitted Refinancing Debt is incurred.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or trade payables on any property or asset now owned or hereafter acquired or on any income or profits therefrom other than, in each case, Permitted Liens, unless the 7.375% Notes and the Subsidiary Guarantees, as applicable, are

(1) in the case of any Lien securing an Obligation that ranks pari passu with the 7.375% Notes or a Subsidiary Guarantee, effective provision is made to secure the 7.375% Notes or such Subsidiary Guarantee, as the case may be, at least equally and ratably with or prior to such Obligation with a Lien on the same properties or assets of the Company or such Restricted Subsidiary, as the case may be; and

(2) in the case of any Lien securing an Obligation that is subordinated in right of payment to the 7.375% Notes or a Subsidiary Guarantee, effective provision is made to secure the 7.375% Notes or such Subsidiary Guarantee, as the case may be, with a Lien on the same properties or assets of the Company or such Restricted Subsidiary, as the case may be, that is prior to the Lien securing such subordinated obligation.

Notwithstanding the foregoing, any Lien securing the 7.375% Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon (a) the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness, except payment in full made with the proceeds from the foreclosure, sale or other realization from an enforcement on the collateral by the holders of the Indebtedness described above of their Lien), (b) any sale, exchange or transfer to any Person other than the Company or any Restricted Subsidiary of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien in each case in accordance with the terms of the Indenture, (c) payment in full of the principal of, and accrued and unpaid interest, if any, on the 7.375% Notes, or (d) a defeasance or discharge of the 7.375% Notes in accordance with the procedures described below under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge”.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries;

(2)make loans or advances to the Company or any of the Company’s Restricted Subsidiaries; or

(3)transfer any of its properties or assets to the Company or any of the Company’s Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements governing Existing Indebtedness and the Bank Credit Facilities as in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements on the Issue Date;

(2)the Indenture, the 7.375% Notes and the related Subsidiary Guarantees;

(3)applicable law, rule, regulation or administrative or court order;

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(4)any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5)customary non-assignment provisions in leases, licenses, contracts and other agreements entered into in the ordinary course of business;

(6)purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;

(7)any agreement for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending the closing of such sale or other disposition;

(8)agreements governing Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “-Liens,” to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

(10)provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11)customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction;

(12)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(13)in the case of the provision described in clause (3) of the first paragraph of this covenant: (a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (b) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

(14)existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(15) existing under, by reason of or with respect to Indebtedness of the Company or a Restricted Subsidiary not prohibited to be incurred under the Indenture; provided that (a) such encumbrances or restrictions are customary for the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the 7.375% Notes, as determined in good faith by the Company;

(16)agreements governing Indebtedness incurred in compliance with clause (4) of the covenant described under “-Incurrence of Indebtedness and Issuance of Preferred Stock,” provided that such encumbrances or restrictions apply only to assets financed with the proceeds of such Indebtedness; and

(17)any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (determined on a consolidated basis) to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in sale, assignment transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of Persons unless:

(1)either:

(a)the Company shall be the surviving or continuing corporation or

(b) the Person formed by or surviving such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made (the “Surviving Entity”) is a corporation, limited liability company, partnership (including a limited partnership) or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia ( provided that if such Person is not a corporation, (i) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or (ii) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, is a co-issuer of the 7.375% Notes or becomes a co-issuer of the 7.375% Notes in connection therewith);

(2) the Surviving Entity, if applicable expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest and Special Interest, if any, on all of the 7.375% Notes and the performance of every covenant of the 7.375% Notes and the Indenture on the part of the Company to be performed or observed;

(3)immediately after giving pro forma effect to such transaction or series of transactions and the assumption contemplated by clause (2) above (including giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or the Surviving Entity, as the case may be, shall be (a) able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to the covenant described under “-Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; provided, however, that this clause (3) shall not apply during any Suspension Period;

(4)immediately after giving effect to such transaction or series of transactions and the assumption contemplated by clause (2) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and

(5)the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

Notwithstanding the foregoing, any merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to clause (3) of the immediately preceding paragraph. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Upon any consolidation or merger of the Company or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the Surviving Entity formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the 7.375% Notes with the same effect as if such Surviving Entity had been named as such and the Company shall be released from its obligations under the Indenture and the

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7.375% Notes; provided, however , that the Company shall not be released from its obligations under the Indenture or the 7.375% Notes in the case of a lease.

Each Guarantor will not, and the Company will not cause or permit any Guarantor to, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person other than the Company or any other Guarantor unless:

(1)if the Guarantor was a corporation or limited liability company under the laws of the United States, any State thereof or the District of Columbia, the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia;

(2)such entity assumes by supplemental indenture all of the obligations of the Guarantor under its Subsidiary Guarantee;

(3)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(4)immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (a)(3) of this covenant; provided, however, that this clause (4) shall not apply during any Suspension Period.

Notwithstanding the foregoing, the requirements of the immediately preceding paragraph will not apply to any transaction pursuant to which such Guarantor is automatically released from its Subsidiary Guarantee in accordance with the provisions described under the last paragraph of “Brief Description of the 7.375% Notes and the Guarantees-The Subsidiary Guarantees.”

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company or any of its Restricted Subsidiaries (each, an “Affiliate Transaction”), involving aggregate consideration in excess of $5.0 million, unless:

(1)such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary with a Person who is not an Affiliate of the Company or such Restricted Subsidiary; and

(2)the Company delivers to the Trustee:

(a)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with this covenant;

(b)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(c)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, an opinion as to the fairness to the Company or the relevant Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)transactions between or among the Company and/or its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries;

(2)Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “-Restricted Payments”;

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(3)reasonable fees and compensation paid to (including issuances and grants of Equity Interests of the Company, employment agreements and stock option and ownership plans for the benefit of), and indemnity and insurance provided on behalf of, current, former or future officers, directors, employees or consultants of the Company or any Restricted Subsidiary in the ordinary course of business;

(4) transactions pursuant to any agreement in effect on the Issue Date and disclosed in the prospectus dated January 27, 2012 for the sale of the 7.375% Notes (including by incorporation by reference), as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or the Company in any material respect than such agreement as it was in effect on the Issue Date;

(5)loans or advances to employees and officers of the Company and its Restricted Subsidiaries permitted by clause (8) of the definition of “Permitted Investments”;

(6)any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company, directly or through any of its Restricted Subsidiaries, owns an equity interest in or otherwise controls such Person; provided that no Affiliate of the Company or its Restricted Subsidiaries other than the Company or a Restricted Subsidiary shall have a beneficial interest in such Person;

(7)any service, purchase, lease, supply or similar agreement entered into in the ordinary course of business (including, without limitation, pursuant to any joint venture agreement) between the Company or any Restricted Subsidiary and any Affiliate that is a customer, client, supplier, purchaser or seller of goods or services, so long as the Company determines in good faith that any such agreement is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arms’-length transaction with an entity that is not an Affiliate;

(8)the issuance and sale of Qualified Capital Stock;

(9)any transaction effected in connection with a Qualified Receivables Transaction;

(10)pledges of equity interests of Unrestricted Subsidiaries;

(11)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future;

(12)transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the previous paragraph of this covenant;

(13)any contribution to the common equity capital of the Company; and

(14)the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under the first paragraph under the caption “-Certain Covenants-Restricted Payments” or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by the covenant described above under the caption “-Certain Covenants-Restricted Payments.”

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If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “-Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock,” the Company shall be in default of such covenant.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “-Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Additional Subsidiary Guarantees

If, after the date of the Indenture, the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary), then that newly acquired or created Domestic Subsidiary will become a Guarantor and, within 20 Business Days of the date on which it was acquired or created, the Company shall cause such Restricted Subsidiary to:

(i) execute and deliver to the Trustee (a) a supplemental indenture substantially in the form attached as an exhibit to the Indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the 7.375% Notes and the Indenture, (b) a notation of guarantee in respect of its Subsidiary Guarantee and (c) a joinder to the Registration Rights Agreement, if applicable; and

(ii)deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

Limitation on Sale and Leaseback Transactions

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

(1)the Company or such Restricted Subsidiary would be entitled to:

(a)incur Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described under “-Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(b) create a Lien on such property securing such Attributable Indebtedness without also securing the 7.375% Notes or the applicable Subsidiary Guarantee pursuant to the covenant described under “-Liens”;

(2)the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an officers’ certificate delivered to the Trustee, of the property that is the subject of such Sale and Leaseback Transaction; and

(3)such Sale and Leaseback Transaction is effected in compliance with the covenant described under “-Repurchase at the Option of Holders-Offer to Repurchase by Application of Excess Proceeds of Asset Sales.”

Clause 1(a) above shall not apply during any Suspension Period.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any 7.375% Notes are outstanding, the Company will furnish to the Trustee (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations:

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(1)all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2)all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, the Company and the Guarantors agree that, for so long as any 7.375% Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish or make available to the Holders of 7.375% Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Further, the Company agrees that, for so long as any 7.375% Notes remain outstanding, within 10 business days after furnishing or making available to the Trustee (or filing with the SEC for public availability) the annual and quarterly reports required by clause (1) of the first paragraph of this “Reports” covenant, it will hold a conference call to discuss such reports and the results of operations for the relevant reporting period.

Notwithstanding anything herein to the contrary, any failure to comply with this covenant shall be automatically cured when the Company provides all required reports to the Trustee or Holders of 7.375% Notes, as applicable, or files all required reports with the SEC.

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 consecutive days in the payment when due of interest and Special Interest, if any, on the 7.375% Notes;

(2) default in payment when due of the principal of or premium, if any, on the 7.375% Notes (including default in payment when due in connection with the purchase of 7.375% Notes tendered pursuant to a Change of Control Offer or Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase);

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under “-Certain Covenants-Merger, Consolidation or Sale of Assets” for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders (with a copy to the Trustee) of at least 25% of the outstanding principal amount of the 7.375% Notes;

(4) a default in the observance or performance of any other covenant or agreement contained in the Indenture or the 7.375% Notes, which default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders (with a copy to the Trustee) of at least 25% of the outstanding principal amount of the 7.375% Notes;

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(5)a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of the Company (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary of the Company) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(a)(i) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to express maturity; and

(b)in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35.0 million, or more;

(6)failure by the Company or any of its Restricted Subsidiaries to pay non-appealable final judgments aggregating in excess of $35.0 million (excluding amounts covered by insurance or bonded) which judgments are not paid, discharged or stayed for a period of more than 60 days after such judgments have become final and non-appealable and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Obligations under its Subsidiary Guarantee if, and only if, in each such case, such default continues for 10 days; or

(8)certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries (or group of Restricted Subsidiaries) that is a Significant Subsidiary.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the 7.375% Notes then outstanding by written notice to the Company and the Trustee, may declare all amounts owing under the 7.375% Notes to be due and payable. Upon such declaration of acceleration, the aggregate principal of, accrued and unpaid interest and Special Interest, if any, on the 7.375% Notes shall immediately become due and payable.

If an Event of Default specified in clause (8) above occurs and is continuing with respect to the Company, then all unpaid principal of, and premium, if any, accrued and unpaid interest and Special Interest, if any, on all of the 7.375% Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Indenture provides that, at any time after a declaration of acceleration with respect to the 7.375% Notes as described in the two preceding paragraphs, the Holders of a majority in principal amount of the 7.375% Notes may rescind and cancel such declaration and its consequences:

(1)if the rescission would not conflict with any judgment or decree;

(2)if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3)to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

(4)if we have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The Holders of a majority in principal amount of the 7.375% Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of, interest on or Special Interest, if any, on, any 7.375% Notes.

Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a

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majority in aggregate principal amount of the then outstanding 7.375% Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. No single Holder will have any right to institute any proceeding with respect to the Indenture or any remedy thereunder, unless (1) such Holder has notified the Trustee of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of the 7.375% Notes have made written request, and offered such reasonable indemnity as the Trustee may require, to the Trustee to institute such proceeding; (3) the Trustee has failed to institute such proceeding within 60 days after receipt of such notice and the Trustee; and (4) within such 60-day period, the Trustee has not received directions inconsistent with such written request by Holders of a majority in aggregate principal amount of the outstanding 7.375% Notes. Such limitations will not apply, however, to a suit instituted by the Holder of a 7.375% Note for the enforcement of the payment of the principal of, premium, if any, interest on, or Special Interest, if any, on, such 7.375% Note on or after the respective due dates therefor.

Under the Indenture, we will be required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default that has occurred and, if applicable, describe such Default or Event of Default and the status thereof; provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the 7.375% Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 7.375% Notes by accepting a 7.375% Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 7.375% Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding 7.375% Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding 7.375% Notes to receive payments in respect of the principal of, premium, if any, and interest or Special Interest, if any, on such 7.375% Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the 7.375% Notes concerning issuing temporary 7.375% Notes, registration of 7.375% Notes, mutilated, destroyed, lost or stolen 7.375% notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4)the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the 7.375% Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “-Events of Default and Remedies” will no longer constitute an Event of Default with respect to the 7.375% Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 7.375% Notes, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, to pay the principal of, premium, if any, interest and Special Interest, if any, on, the outstanding 7.375% Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the 7.375% Notes are being defeased to maturity or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 7.375% Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding 7.375% Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under the Indenture or any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than any such default under the Indenture resulting solely from the borrowing of funds to be applied to such deposit);

(6) the Company must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of 7.375% Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7)the Company must deliver to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the 7.375% Notes, as expressly provided for in the Indenture) as to all outstanding 7.375% Notes when either:

(1)either:

(a) all the 7.375% Notes theretofore authenticated and delivered (except lost, stolen or destroyed 7.375% Notes which have been replaced or paid and 7.375% Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in the Indenture) have been delivered to the Trustee for cancellation, or

(b) all of the 7.375% Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal, accrued interest and Special Interest, if any) on the 7.375% Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued interest and Special Interest, if any, to the date of maturity or redemption, as the case may be;

(2)no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of or default under any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3)the Company or any Guarantor has paid or caused to be paid all other sums payable under the Indenture; and

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(4) The Company has delivered irrevocable instructions to the Trustee to apply such funds to the payment of the 7.375% Notes at maturity or redemption, as the case may be.

In addition, the Company must deliver to the Trustee an officers’ certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the 7.375% Notes and the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the 7.375% Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 7.375% Notes) and, subject to certain exceptions, any past Default or Event of Default or compliance with any provisions may be waived with the consent of the Holders of at least a majority in principal amount of the 7.375% Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 7.375% Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any 7.375% Notes held by a non-consenting Holder):

(1) reduce the principal amount of 7.375% Notes whose Holders must consent to an amendment, supplement or waiver, including the waiver of Defaults or Events of Default, or to a rescission and cancellation of a declaration of acceleration of the 7.375% Notes;

(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any 7.375% Notes;

(3) reduce the principal of or change or have the effect of changing the fixed maturity of any 7.375% Notes or alter or waive the provisions with respect to the redemption of the 7.375% Notes (other than provisions relating to the covenants described above under the caption “-Repurchase at the Option of the Holders”);

(4) make any 7.375% Notes payable in money other than that stated in the 7.375% Notes ;

(5) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payment of principal of, interest, Special Interest, if any, or premium, if any, on the 7.375% Notes on or after the due date thereof or to bring suit to enforce such payment;

(6) change the price payable by the Company for 7.375% Notes repurchased pursuant to the provisions described above under “-Offer to Repurchase upon Change of Control” and “-Offer to Repurchase by Application of Excess Proceeds of Asset Sales” or after the occurrence of a Change of Control, modify or change in any material respect the obligation of the Company to make and consummate a Change of Control Offer or modify any of the provisions or definitions with respect thereto;

(7) waive a Default or Event of Default in the payment of principal of, interest, Special Interest, if any, or premium on, the 7.375% Notes; provided that this clause (7) shall not limit the right of the Holders of at least a majority in aggregate principal amount of the outstanding 7.375% Notes to rescind and cancel a declaration of acceleration of the 7.375% Notes following delivery of an acceleration notice as described above under “-Events of Default and Remedies” ;

(8)release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except as permitted by the Indenture;

(9) contractually subordinate the 7.375% Notes or the Subsidiary Guarantees to any other Indebtedness; or

(10)make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of 7.375% Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the 7.375% Notes:

(1)to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated 7.375% Notes in addition to or in place of certificated 7.375% Notes;

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(3) to provide for the assumption of the Company’s obligations to Holders of 7.375% Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of 7.375% Notes or that does not adversely affect the legal rights under the Indenture of any such Holder in any material respect;

(5)to add any Person as a Guarantor;

(6)to comply with any requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(7)to remove a Guarantor which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Subsidiary Guarantee;

(8)to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;

(9) to secure all of the 7.375% Notes;

(10)to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;

(11) to conform the text of the Indenture, the 7.375% Notes or the Subsidiary Guarantees to any provision of this “Description of the Exchange 7.375% Notes” to the extent that such provision in the “Description of the Exchange 7.375% Notes” was intended to be a verbatim recitation of a provision in the Indenture, the 7.375% Notes or the Subsidiary Guarantees;

(12) to provide for the issuance of additional 7.375% Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; and

(13) to comply with the provisions of DTC or the Trustee with respect to the provisions in the Indenture and the 7.375% Notes relating to transfers and exchanges of 7.375% Notes or beneficial interests in 7.375% Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under the Indenture by any Holder of 7.375% Notes given in connection with a tender of such Holder’s 7.375% Notes will not be rendered invalid by such tender. After an amendment under the Indenture becomes effective, the Company is required to send to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all of the Holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Concerning the Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holder of 7.375% Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

The Indenture and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it come a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the Indenture has been qualified under the Trust Indenture Act) or resign.

Registration Rights; Special Interest

The following description is a summary of the material provisions of the Registration Rights Agreement. It does not restate that agreement in its entirety. We urge you to read the Registration Rights Agreement in its entirety because it, and not this description, defines your registration rights as holders of July Notes.

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The Company, the Guarantors and representatives of the initial purchasers entered into the Registration Rights Agreement as of July 18, 2013. Pursuant to the Registration Rights Agreement, the Company and the Guarantors agreed to file with the SEC the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) on the appropriate form under the Securities Act with respect to the exchange notes. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors will offer to the holders of Entitled Securities pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) who are able to make certain representations the opportunity to exchange their Entitled Securities for exchange notes.

If:

(1)The Company and the Guarantors are not

(a)required to file the Exchange Offer Registration Statement; or

(b)permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or

(2)any holder of Entitled Securities notifies the Company prior to the 20th business day following consummation of the Exchange Offer that:

(a)it is prohibited by law or SEC policy from participating in the Exchange Offer;

(b)it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c)it is a broker-dealer and owns July Notes acquired directly from the Company or an affiliate of the Company, the Company and the Guarantors will file with the SEC a Shelf Registration Statement (as defined in the Registration Rights Agreement) to cover resales of the July Notes by the Holders of the July Notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

For purposes of the preceding, “Entitled Securities” means each July Note until the earliest to occur of:

(1)the date on which such July Note has been exchanged by a Person other than a broker-dealer for an exchange note in the Exchange Offer;

(2)following the exchange by a broker-dealer in the Exchange Offer of a July Note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;

(3)the date on which such July Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

(4)the date on which such July Note is actually sold pursuant to Rule 144 under the Securities Act; provided that a July Note will not cease to be an Entitled Security for purposes of the Exchange Offer by virtue of this clause (4).

The Registration Rights Agreement provides that:

(1)the Company and the Guarantors will file an Exchange Offer Registration Statement with the SEC on or prior to May 4, 2014;

(2)the Company and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to July 13, 2014;

(3)unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Company and the Guarantors will:

(a)commence the Exchange Offer; and

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(b)use all commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, exchange notes in exchange for all July Notes tendered prior thereto in the Exchange Offer; and

(4)if obligated to file the Shelf Registration Statement, the Company and the Guarantors will use all commercially reasonable efforts (a) to file the Shelf Registration Statement with the SEC on or prior to the later of (i) 45 days after such filing obligation arises and (ii) May 4, 2014 and (b) to cause the Shelf Registration to be declared effective by the SEC on or prior to the later of (i) 90 days after such obligation arises and (ii) July 13, 2014.

If:

(1)the Company and the Guarantors fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing;

(2)any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(3)the Company and the Guarantors fail to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement (or longer, if required by applicable securities laws); or

(4)the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Entitled Securities during the applicable periods specified in the Registration Rights Agreement, except as permitted therein (each such event referred to in clauses (1) through (4) above, a “Registration Default”), then the Company and the Guarantors will pay Special Interest to each holder of Entitled Securities until all Registration Defaults have been cured.

With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be paid at a rate of 0.25% per annum of the principal amount of Entitled Securities outstanding. The rate of the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum rate of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding.

All accrued Special Interest will be paid by the Company and the Guarantors on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated July Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

On the date of cure of all Registration Defaults, the accrual of Special Interest will cease.

Holders of July Notes will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their July Notes included in the Shelf Registration Statement and benefit from the provisions regarding Special Interest set forth above. By acquiring Entitled Securities, a holder will be deemed to have agreed to indemnify the Company and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. Holders of July Notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Company. We will notify the Trustee and the paying agent in writing of any Special Interest that has become due and payable within ten business days in the event of a Registration Default, indicating the date from which Special Interest will accrue and the Trustee will forward such notice on behalf of the Company to the holders. Within ten business days after all Registration Defaults have been cured, we will notify the Trustee and the paying agent in writing, specifying the last date of any accrued Special Interest (and the Trustee will forward such notice on behalf of the Company to the holders).

The Registration Rights Agreement provides that we may delay the filing or the effectiveness of the Shelf Registration Statement (if any) and shall not be required to maintain the effectiveness thereof or amend or supplement such Registration Statement in the event that, and for a period of time (a “Blackout Period”) not to exceed an aggregate of 90 days in any twelve-month period, 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 our consolidated subsidiaries that would materially interfere with such transaction or negotiations or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement would be

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impracticable, (ii) require the public disclosure of material non-public information concerning Post at a time when our 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. No Special Interest shall accrue during any Blackout Period.

Governing Law

The Indenture provides that it and the outstanding 7.375% Notes are, and the exchange notes will be, governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional 7.375% Notes ” means notes, if any, issued under the Indenture after the Issue Date and forming a single class of securities with the 7.375% Notes. The July Notes were the second issuance of Additional Notes under the Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights, including by means of a Sale and Leaseback Transaction; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “-Repurchase at the Option of the Holders-Offer to Repurchase upon Change of Control” and/or the provisions described above under the caption “-Certain Covenants-Merger, Consolidation or Sale of Assets” and not by the provisions of the “-Repurchase at the Option of the Holders- Offer to Repurchase by Application of Excess Proceeds of Asset Sales” covenant; and

(2)the issuance or sale of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any of the Company’s Restricted Subsidiaries of Equity Interests in any of the Company’s Restricted Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)any single transaction or series of related transactions that involves assets (including, if applicable, the Equity Interests of a Restricted Subsidiary) having an aggregate fair market value of less than $25.0 million;

(2)a transfer of assets or rights between or among the Company and its Restricted Subsidiaries;

(3)sales of inventory in the ordinary course of business;

(4)an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(5)any Permitted Investment or any Restricted Payment, in each case, that is permitted by the covenant described above under the caption “Certain Covenants-Restricted Payments;”

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(6)a disposition of products, services, equipment or inventory in the ordinary course of business or a disposition of damaged or obsolete equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in the ordinary course of business;

(7)the grant of Liens (or foreclosure thereon) permitted by the covenant described under “-Certain Covenants-Liens;”

(8)the sale or transfer of Receivables Program Assets or rights therein in connection with a Qualified Receivables Transaction;

(9)the surrender or waiver of contractual rights or the settlement, release or surrender of contract, tort or other litigation claim in the ordinary course of business;

(10)the sale or other disposition of cash or Cash Equivalents;

(11)grants of licenses or sublicenses of intellectual property of the Company or any of its Restricted Subsidiaries to the extent not materially interfering with the business of the Company and its Restricted Subsidiaries;

(12)any exchange of like-kind property pursuant to Section 1031 of the Code that are used or useful in a Permitted Business;

(13)the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(14)the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company or any of its Restricted Subsidiaries are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and

(15)condemnations or any similar action on assets.

“Attributable Indebtedness”, when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value of the total Obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate implicit in such transaction, determined in accordance with GAAP; provided, however, that if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determine in accordance with the definition of “Capital Lease Obligation.”

“Bank Credit Facilities” means the Company’s senior secured revolving and term loan credit facilities, entered into on February 3, 2012, by and among the Company, Post Foods, as guarantor, and the banks and other financial institutions from time to time parties thereto as agents and lenders, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time. Subsequent to the Issue Date, the Company repaid the term loan credit facility and, effective July 18, 2013, terminated the credit facility.

“Beneficial Owner “ has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means:

(1)with respect to a corporation, the Board of Directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members, managers or the Board of Directors thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

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“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Borrowing Base” means as of any date, an amount, determined on a consolidated basis and in accordance with GAAP, equal to the sum of (i) 70% of the aggregate book value of inventory plus (ii) 85% of the aggregate book value of all accounts receivable (net of bad debt reserves) of the Company and its Restricted Subsidiaries. To the extent that information is not available as to the amount of inventory or accounts receivable as of a specific date, the Company shall use the most recent available information for purposes of calculating the Borrowing Base.

“Business Day” means a day other than a Saturday, Sunday or other day on which the Trustee or banking institutions in New York are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(a)marketable direct Obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;

(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(c)commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition;

(d)repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 7 days, with respect to securities of the type described in clause (a) of this definition;

(e)securities with maturities of one year or less from the date of acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least A by S&P or A by Moody’s; or

(f)money market mutual or similar funds that invest at least 95% of their assets in securities satisfying the requirements of clauses (a) through (e) of this definition.

“Change of Control” means the occurrence of any of the following:

(1)the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted

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Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than a Permitted Holder;

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the Company, measured by voting power rather than number of shares; provided, however, that an entity that conducts no other material activities other than holding Equity Interests in the Company or any direct or indirect parent of the Company and has no other material assets or liabilities other than such Equity Interests will not itself be considered a “person” for purposes of this clause (3); or

(4)the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“ Change of Control Payment Date ” has the meaning assigned to that term in the Indenture governing the 7.375% Notes.

“Common Stock” means with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)consolidated net interest expense of such Person and its Restricted Subsidiaries for such period whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment Obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Transaction, and net payments, if any, pursuant to Hedging Obligations, but excluding amortization of debt issuance costs), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(3)depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses, write-offs, write-downs or impairment charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts receivable or inventory) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(4)non-cash losses and expenses resulting from fair value accounting (as permitted by Accounting Standard Codification Topic No. 825-10-25 - Fair Value Option or any similar accounting standard) to the extent deducted in computing such Consolidated Net Income; plus

(5)unrealized losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 or any similar accounting standard shall be excluded; minus

(6)non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, in each case, on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been

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obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided that:

(1)the net income of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(2)the net income (or loss) for such period of any Person that is not a Restricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the specified Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) made by such Person that is a not a Restricted Subsidiary to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(3)the cumulative effect of a change in accounting principles shall be excluded;

(4)income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued) shall be excluded;

(5)any gain (or loss) realized upon the sale or other disposition of assets of such Person or its consolidated Subsidiaries, other than a sale or disposition in the ordinary course of business, and any gain (or loss) realized upon the sale or disposition of any Capital Stock of any Person shall be excluded;

(6)any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities (including any losses with respect to the foregoing in bankruptcy, insolvency or similar proceedings) or as a result of a change in law or regulation, in each case pursuant to GAAP, shall be excluded;

(7)any non-cash compensation expense realized from employee benefit plans or postemployment benefit plans, grants of stock appreciation, restricted stock or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(8)all extraordinary, unusual or non-recurring charges, gains and losses (including, without limitation, all restructuring costs, facilities relocation costs, acquisition integration costs and fees, including all fees, commissions, expenses and other similar charges of accountants, attorneys, brokers and other financial advisors related thereto and cash severance payments made in connection with acquisitions, any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock and any premiums, fees and expenses paid in connection with the Transactions), together with any related provision for taxes, shall be excluded;

(9)inventory purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting adjustments in connection with acquisition transactions shall be excluded; and

(10)in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets shall be excluded.

“Consolidated Senior Secured Leverage Ratio” means, with respect to any specified Person for any period, the ratio of (i) Senior Secured Indebtedness of such Person on such date to (ii) Consolidated Cash Flow for the period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of the event for which the calculation of the Consolidated Senior Secured Leverage Ratio is made (for purposes of this definition, the “Consolidated Senior Secured Leverage Ratio Reference Period”). In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchase, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock, in each case, subsequent to the commencement of the Consolidated Senior Secured Leverage Ratio Reference Period and on or prior to the date of the event

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for which the calculation of the Consolidated Senior Secured Leverage Ratio is made (for purposes of this definition, the “Consolidated Senior Secured Leverage Ratio Calculation Date”), then the Consolidated Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the Consolidated Senior Secured Leverage Ratio Reference Period.

In addition, the Consolidated Senior Secured Leverage Ratio shall be determined with such pro forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Assets” means, as of any date of determination, the consolidated total assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company then available, after giving pro forma effect for acquisitions or dispositions of Persons, divisions or lines of business that occurred on or after such balance sheet date and on or prior to such date of determination.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)was a member of such Board of Directors on the date of the Indenture; or

(2)was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

Without limiting the generality of the foregoing, “Continuing Director” shall include one or more directors or nominees who are part of a dissident slate of directors in connection with a proxy contest, which director or nominee is approved by the Company’s Board of Directors as a Continuing Director, even if such Board of Directors opposed or opposes the directors for purposes of such proxy contest.

“Credit Facility” means, with respect to the Company or any of its Restricted Subsidiaries:

(1)the Bank Credit Facilities; and

(2)one or more debt facilities (which may be outstanding at the same time) or other financing arrangements (including, without limitation, commercial paper facilities, indentures, note purchase agreements or other agreements) providing for revolving credit loans, term loans, debt securities, letters of credit, bankers’ acceptances or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder (provided that such increase in borrowings is permitted under “Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock”) or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Currency Protection Agreement” means any currency protection agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect the Person or entity entering into the agreement against fluctuations in currency exchange rates with respect to Indebtedness incurred and not for purposes of speculation.

“Default “ means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation, executed by the principal executive officer or the principal financial officer of the Company, less the amount of cash and Cash Equivalents received in connection with a sale or collection of such Designated Noncash Consideration.

“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the 7.375% Notes mature; provided , however ,

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that only the portion of the Capital Stock which so matures, is mandatorily redeemable or is redeemable at the option of the holder prior to such date shall be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale or as a result of the bankruptcy, insolvency or similar event of the issuer shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem such Capital Stock pursuant to such provision unless such repurchase or redemption complies with the covenant described under the caption “-Certain Covenants-Restricted Payments.” Disqualified Stock shall not include Capital Stock which is issued to any plan for the benefit of employees of the Company or its Restricted Subsidiaries or by any such plan to such employees solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means, with respect to the Company, any Restricted Subsidiary that was formed under the laws of the United States of America or any State thereof or that Guarantees or otherwise provides direct credit support for any Indebtedness of the Company or its Domestic Subsidiaries.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private sale for cash by the Company of its Common Stock (other than Disqualified Stock), or options, warrants or rights with respect to its Common Stock, other than public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8.

“Excluded Subsidiary” means any Domestic Subsidiary that is designated by the Company as an “Excluded Subsidiary” pursuant to an officers’ certificate delivered to the Trustee; provided that each such Subsidiary shall be an Excluded Subsidiary only if and only for so long as:

(1)(a) the Consolidated Total Assets of such Subsidiary is less than 2.25% of the Company’s Consolidated Total Assets and (b) such Subsidiary does not guarantee or otherwise provide direct credit support for any Indebtedness of the Company or its Domestic Subsidiaries; provided that the Consolidated Total Assets of all Domestic Subsidiaries that would otherwise be deemed Excluded Subsidiaries under this clause (1)(a) shall not exceed 6.00% of the Consolidated Total Assets of the Company and its Restricted Subsidiaries; or

(2)such Subsidiary is a Receivables Subsidiary.

“Existing Indebtedness” means any Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Bank Credit Facilities) in existence on the date of the Indenture, until such amounts are repaid.

“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period (for purposes of this definition, the “Reference Period”), the ratio of Consolidated Cash Flow of such Person for the Reference Period to the Fixed Charges of such Person for the Reference Period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchase, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock, in each case, subsequent to the commencement of the Reference Period and on or prior to the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made (for purposes of this definition, the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the Reference Period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions, after the first day of the Reference Period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the Reference Period;

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded; and

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(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company and may include, without duplication, cost savings, synergies and operating expense reductions resulting from such transaction that have been realized or are expected, in the reasonable judgment of such financial or accounting officer as set forth in an officers’ certificate, to be realized within twelve months of the effective date of such transaction. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an officers’ certificate, to reflect all adjustments included in the calculation of Adjusted EBITDA as set forth in footnotes (6) and (7) to the “Summary Historical and Pro Forma Consolidated Financial Data” included in the confidential prospectus dated January 27, 2012 relating to the sale of the 7.375% Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offering rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations, but excluding amortization of debt issuance costs; plus

(2)the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus

(5)interest income.

“Foreign Subsidiary” means, with respect to the Company, any Restricted Subsidiary that was not formed under the laws of the United States of America or any state thereof.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time; provided that leases will be accounted for using the generally accepted accounting principles in the United States of America in effect on the Issue Date and any changes in the accounting for leases after the Issue Date will be disregarded.

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“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means:

(1)each Domestic Subsidiary of the Company on the date of the Indenture (other than the Excluded Subsidiaries until such Domestic Subsidiaries no longer qualify as Excluded Subsidiaries); and

(2)any other Subsidiary of the Company that executes a Subsidiary Guarantee and related supplemental indenture in accordance with the provisions of the Indenture;

and their respective successors and assigns, in each case, until such Person is released from its Subsidiary Guarantee in accordance with the terms of the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Indebtedness” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following:

(i)all indebtedness of such Person for money borrowed or for the deferred purchase price of property, excluding (A) any trade payables or other current liabilities incurred in the ordinary course of business and (B) any earn-out obligations until such obligation becomes liability on the balance sheet of such Person in accordance with GAAP;

(ii)all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (including purchase-money obligations);

(iii)all Obligations of such Person with respect to letters of credit, bankers’ acceptances or similar facilities (including reimbursement obligations with respect thereto, except to the extent such reimbursement Obligation relates to a trade payable) issued for the account of such Person;

(iv)all Indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets);

(v)all Capital Lease Obligations of such Person;

(vi)the maximum fixed redemption, repayment or other repurchase price of Disqualified Stock in such Person at the time of determination;

(vii)any Hedging Obligations of such Person at the time of determination (the amount of any such Obligations to be equal to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by such Person at such time);

(viii)any Attributable Indebtedness; and

(ix)all Obligations of the types referred to in clauses (i) through (viii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed, directly or indirectly, or that is otherwise its legal liability or which such Person has agreed to purchase or repurchase or in respect of which such Person has agreed contingently to supply or advance funds or (B) is secured by (or the holder of such Indebtedness or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, dividends or other distributions.

For purposes of the foregoing:

(a)the maximum fixed repurchase price of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock was repurchased on

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any date on which Indebtedness shall be required to be determined pursuant to this Indenture; provided, however, that, if such Disqualified Stock is not then permitted to be repurchased, the repurchase price shall be the book value of such Disqualified Stock;

(b)the amount outstanding at any time of any Indebtedness issued with original issue discount is the principal amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, but such Indebtedness shall be deemed incurred only as of the date of original issuance thereof;

(c)in the case of any Indebtedness not issued with original issue discount, the amount of any such Indebtedness outstanding as of any date will be the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due;  

(d)the amount of any Indebtedness described in clause (ix)(A) above shall be the maximum liability under any such Guarantee;

(e)the amount of any Indebtedness described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of the Obligations so secured and (II) the fair market value of such property or other assets; and

(f)except as described in clause (e) above, interest, fees, premium, and expenses and additional payments, if any, will not constitute Indebtedness.

Notwithstanding the foregoing, in connection with the purchase or sale by the Company or any Restricted Subsidiary of any assets or business, the term “Indebtedness” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the other party may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that, such amount would not be required to be reflected on the face of a balance sheet prepared in accordance with GAAP.

“ Investment Grade Rating ” means, a debt rating of the 7.375% Notes of BBB- or higher by S&P and Baa3 or higher by Moody’s or the equivalent of such ratings by S&P and Moody’s or, in the event S&P or Moody’s shall cease rating the 7.375% Notes and the Company shall select any other Rating Agency, the equivalent of such ratings by such other Rating Agency.

“Investments “ means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including Guarantees of Indebtedness or other Obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), prepaid expenses and accounts receivable, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a direct or indirect Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the last paragraph of the covenant described above under the caption “Certain Covenants-Restricted Payments.”

“Issue Date” means February 3, 2012.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event will an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. or any successor rating agency.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of all costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking fees and broker fees, and sales and underwriting commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness,

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other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale, any costs associated with unwinding any related Hedging Obligations in connection with such repayment and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the 7.375% Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3)as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“ 7.375% Notes” means the Company’s Senior 7.375% notes, due 2022 issued under the Indenture, including the July Notes and the exchange notes.

“Obligations “ means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or its Restricted Subsidiaries whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, including special interest, Guarantees and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereof.

“Opinion of Counsel” means a written opinion from legal counsel, who may be internal or external counsel for the Company, or other counsel reasonably acceptable to the Trustee, complying with certain provisions in the Indenture.

“Permitted Holder” means (a) William P. Stiritz, (b) any of his immediate family members or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of William P. Stiritz and/or his immediate family members.

“Permitted Investments” means:

(1)any Investment in the Company or in a Restricted Subsidiary of the Company;

(2)any Investment in cash or Cash Equivalents;

(3)any Investment by the Company or any Restricted Subsidiary of the Company in a Person engaged in a Related Business, if as a result of such Investment:

(a)such Person in one transaction or a series of related transactions becomes a Restricted Subsidiary of the Company; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “Repurchase at the Option of Holders- Offer to Repurchase by Application of Excess Proceeds of Asset Sales”;

(5)any Investments by the Company or any Restricted Subsidiary in a Receivables Subsidiary or a Special Purpose Vehicle or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided that any Investment in a Receivables Subsidiary or a Special Purpose Vehicle is in the form of a Purchase Money Note or an Equity Interest or in the form of a purchase of Receivables and Receivables Related Assets pursuant to a Receivables Repurchase Obligation;

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(6)any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(7) Investments in accounts or 7.375% Notes receivable owing to the Company or any Restricted Subsidiary acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however , that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(8)loans and advances to employees and officers of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $5.0 million at any one time outstanding;

(9)Investments in securities received in settlement of Obligations of trade creditors or customers in the ordinary course of business or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of trade creditors or customers;

(10)workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business and endorsements of negotiable instruments and documents in the ordinary course of business;

(11)commission, payroll, travel and similar advances to employees in the ordinary course of business;

(12)Hedging Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses and not for speculative purposes and otherwise in compliance with this Indenture;

(13)Investments represented by Guarantees of Indebtedness that are otherwise permitted under this Indenture and performance guarantees in the ordinary course of business;

(14)Investments in joint ventures having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at any time outstanding, not to exceed the greater of (a) $50.0 million and (b) 1.75% of Consolidated Total Assets, less the aggregate fair market value of Investments made pursuant to clause 15(b) below (measured on the date each such Investment was made and without giving effect to subsequent changes in value), plus (c) 100% of the aggregate cash dividends and distributions received by the Company or any Restricted Subsidiary from any such Investments that are at any time outstanding pursuant to this clause (14);

(15)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at any time outstanding, not to exceed (a) the greater of (i) $50.0 million and (ii) 1.75% of Consolidated Total Assets plus (b) the then current amount available for Investments pursuant to clause (14) above plus (c) 100% of the aggregate cash dividends and distributions received by the Company or any Restricted Subsidiary from any such Investments that are at any time outstanding pursuant to this clause (15);

(16) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(17)any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date or (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y), provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended; and

(18) Investments in the 7.375% Notes.

“Permitted Liens” means:

(1)Liens securing Indebtedness of the Company or any Restricted Subsidiary incurred pursuant to clause (1) of the definition of “Permitted Debt”;

(2)Liens securing Indebtedness of the Company or any Restricted Subsidiary so long as, after giving effect to the incurrence of any such Indebtedness and/or Lien (including the application of any net proceeds thereof), the Consolidated Senior Secured Leverage Ratio of the Company would not be greater than 2.5 to 1.0 as of the date of incurrence;

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(3)Liens in favor of the Company or the Guarantors;

(4)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with or becomes a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company; provided that such Liens were not entered into in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or such Subsidiary;

(5)Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were not entered into in contemplation of such acquisition and only extend to the property so acquired;

(6)Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries;

(7)Liens to secure Indebtedness (including and Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “- Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets financed with such Indebtedness and additions and improvements thereon;

(8)Liens existing on the Issue Date securing Existing Indebtedness;

(9)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(10)Deposits’ and landlords’, lessors’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s and other like Liens imposed by law incurred in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings diligently conducted;

(11)pledges or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security or similar legislation, or good faith deposits to secure the performance of bids, tenders, government contracts (other than for the payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, deposits to secure statutory obligations or bankers’ acceptances of the Company or any Restricted Subsidiary and deposits to secure surety and appeal bonds to which the Company or a Restricted Subsidiary is a party, in each case incurred in the ordinary course of business;

(12)judgment Liens not giving rise to Default or an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(13)easements, rights-of-way, zoning restrictions and other similar charges or encumbrances affecting real property which do not materially adversely affect the value of said property or interfere in any material respect with the ordinary conduct of the business of the Company or such Restricted Subsidiary;

(14)any interest or title of a lessor under any capital lease or operating lease; provided that such Liens do not extend to any property or assets which is not leased property subject to such lease;

(15)Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the importation of goods;

(16)Liens securing reimbursement obligations with respect to letters of credit or bankers’ acceptances incurred in accordance with the Indenture which encumber documents and other property relating to such letters of credit or bankers’ acceptances and products and proceeds thereof;

(17)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(18)leases or subleases, licenses or sublicenses, granted to others not interfering in any material respect with the business of the Company or any Restricted Subsidiary of the Company;

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(19)Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(20)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(21)Liens securing Permitted Refinancing Indebtedness which is incurred to refinance, renew, replace, defease or discharge any Refinanced Indebtedness which has been secured by a Lien permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders in any material respect and are not more favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of such Refinanced Indebtedness; and (ii) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing such Refinanced Indebtedness;

(22)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(23)Liens securing Hedging Obligations, currency agreements and commodities agreements which relate to Indebtedness that is permitted to be incurred pursuant to the covenant entitled “Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock;”

(24)Liens on Receivables Program Assets securing Receivables Program Obligations;

(25)deposits made in the ordinary course of business to secure liability to insurance carriers;

(26)Liens under licensing agreements for use of intellectual property entered into in the ordinary course of business;

(27)Liens incurred to secure cash management services and other bank products owed to a lender under any Credit Facilities (or any Affiliate of such lender) in the ordinary course of business;

(28)Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by the Indenture; and

(29)Liens incurred on assets or property of the Company or any Restricted Subsidiary of the Company with respect to Obligations that do not exceed the greater of $35.0 million and 1.25% of Consolidated Total Assets (determined as of the date of any incurrence).

During any Suspension Period, the relevant clauses of the covenant entitled “-Certain Covenants- Incurrence of Indebtedness and Issuance of Preferred Stock” shall be deemed to be in effect solely for purposes of determining the amount available under clause (7) above.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) (such other Indebtedness, “Refinanced Indebtedness”); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Refinanced Indebtedness (plus the amount of reasonable fees and expenses incurred in connection therewith including premiums paid, if any, to the holders thereof);

(2)such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Refinanced Indebtedness;

(3) if the Refinanced Indebtedness is contractually subordinated in right of payment to the 7.375% Notes, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to, the 7.375% Notes on terms at

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least as favorable to the Holders of 7.375% Notes as those contained in the documentation governing the Refinanced Indebtedness;

(4)such Permitted Refinancing Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Refinanced Indebtedness; and

(5) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the 7.375% Notes, the Permitted Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Refinanced Indebtedness or (b) if the Stated Maturity of the Refinanced Indebtedness is later than the Stated Maturity of the 7.375% Notes, the Permitted Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the 7.375% Notes.

“Person “ means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, estate or unincorporated organization or government or any agency or political subdivision thereof or any other entity (including any subdivision or ongoing business of any such entity, or substantially all of the assets of any such entity, subdivision or business).

“Purchase Money Note” means a promissory note evidencing the obligation of a Receivables Subsidiary or a Special Purpose Vehicle to pay the purchase price for Receivables or other Indebtedness to the Company or to any Restricted Subsidiary (or to a Receivables Subsidiary in the case of a transfer to a Special Purpose Vehicle) in connection with a Qualified Receivables Transaction, which note shall be repaid from cash available to the maker of such note, other than cash required to be held as reserves pursuant to Receivables Documents, amounts paid in respect of interest, principal and other amounts owing under Receivables Documents and amounts paid in connection with the purchase of newly generated Receivables.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any Receivables Program Assets (whether existing on the Issue Date or arising thereafter); provided that:

(1)no portion of the Indebtedness or any other Obligations (contingent or otherwise) of a Receivables Subsidiary or Special Purpose Vehicle

(a)is Guaranteed by the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary), excluding Guarantees of Obligations pursuant to Standard Securitization Undertakings,

(b)is recourse to or obligates the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) in any way other than pursuant to Standard Securitization Undertakings, or

(c)subjects any property or asset of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction of Obligations incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

(2)neither the Company nor any of its Restricted Subsidiaries (other than a Receivables Subsidiary) has any material contract, agreement, arrangement or understanding with a Receivables Subsidiary or a Special Purpose Vehicle (except in connection with a receivables securitization facility) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company; and

(3)the Company and its Restricted Subsidiaries (other than a Receivables Subsidiary) do not have any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or a Special Purpose Vehicle or cause such entity to achieve certain levels of operating results other than Standard Securitization Undertakings.

“Ralcorp Obligations” means indemnification obligations of the Company and/or its Restricted Subsidiaries in favor of Ralcorp and/or its subsidiaries in connection with the Spin-Off.

“ Rating Agency ” means each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a rating on the 7.375% Notes publicly available (for reasons outside the control of the Company), a statistical rating agency or agencies, as the case

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may be, nationally recognized in the United States and selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for S&P’s or Moody’s, or both, as the case may be.

“Receivables” means all rights of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to payments (whether constituting accounts, chattel paper, instruments, general intangibles or otherwise, and including the right to payment of any interest or finance charges), which rights are identified in the accounting records of the Company or such Restricted Subsidiary as accounts receivable.

“Receivables Documents” means:

(1)one or more receivables purchase agreements, pooling and servicing agreements, credit agreements, agreements to acquire undivided interests or other agreements to transfer or obtain loans or advances against, or create a security interest in, Receivables Program Assets, in each case as amended, modified, supplemented or restated and in effect from time to time and entered into by the Company, a Restricted Subsidiary and/or a Receivables Subsidiary, and

(2)each other instrument, agreement and other document entered into by the Company, a Restricted Subsidiary or a Receivables Subsidiary relating to the transactions contemplated by the agreements referred to in clause (a) above, in each case as amended, modified, supplemented or restated and in effect from time to time.

“Receivables Program Assets” means:

(1)all Receivables which are described as being transferred by the Company, a Restricted Subsidiary or a Receivables Subsidiary pursuant to the Receivables Documents;

(2)all Receivables Related Assets; and

(3)all collections (including recoveries) and other proceeds of the assets described in the foregoing clauses.

“Receivables Program Obligations” means:

(1)Indebtedness and other Obligations owing in respect of notes, trust certificates, undivided interests, partnership interests or other interests sold, issued and/or pledged, or otherwise incurred, in connection with a Qualified Receivables Transaction; and

(2)related obligations of the Company, a Subsidiary of the Company or a Special Purpose Vehicle (including, without limitation, Standard Securitization Undertakings).

“Receivables Related Assets” means:

(1)any rights arising under the documentation governing or relating to Receivables (including rights in respect of Liens securing such Receivables and other credit support in respect of such Receivables);

(2)any proceeds of such Receivables and any lockboxes or accounts in which such proceeds are deposited;

(3)spread accounts and other similar accounts (and any amounts on deposit therein) established in connection with a Qualified Receivables Transaction;

(4)any warranty, indemnity, dilution and other intercompany claim arising out of Receivables Documents; and

(5)other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Repurchase Obligation” means any obligation of the Company or a Restricted Subsidiary (other than a Receivables Subsidiary) in a Qualified Receivables Transaction to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the Company or a Restricted Subsidiary (other than a Receivables Subsidiary).

“Receivables Subsidiary” means a special purpose Wholly Owned Restricted Subsidiary of the Company created in connection with the transactions contemplated by a Qualified Receivables Transaction, which Restricted Subsidiary engages in

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no activities other than those incidental to such Qualified Receivables Transaction and which is designated as a Receivables Subsidiary by the Company’s Board of Directors. Any such designation by the Board of Directors shall be evidenced by filing with the Trustee a Board Resolution of the Company giving effect to such designation and an officers’ certificate certifying, to the best of such officers’ knowledge and belief after consulting with counsel, such designation, and the transactions in which the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction.

“Related Business” means the business conducted by the Company and its Subsidiaries as of the Issue Date and any and all businesses that in the good faith judgment of the Board of Directors of the Company are similar or reasonably related, ancillary or complementary thereto or reasonable extensions thereof.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary “ of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P “ means Standard & Poor’s Rating Services, a division of McGraw Hill, Inc., a New York corporation, or any successor rating agency.

“Sale and Leaseback Transactions” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“ Senior Secured Indebtedness ” means the sum of (i) Indebtedness, letters of credit and bankers’ acceptances funded or incurred under Credit Facilities (with letters of credit and bankers’ acceptances being deemed to have an amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) and (ii) other funded or incurred Indebtedness that is not subordinated in right of payment to the 7.375% Notes, in each case, which is secured by Lien on any assets or property of the Company or any Restricted Subsidiary.

“Separation Agreement “ means that certain Separation and Distribution Agreement between the Company and Ralcorp dated February 2, 2012, entered into in connection with the Spin-Off, as in effect as of the Issue Date or as may be subsequently amended, provided that such amendment is not prohibited by the Indenture.

“Significant Subsidiary” means (1) any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Exchange Act, as such Regulation is in effect on the date hereof and (2) any Restricted Subsidiary that when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries would constitute a Significant Subsidiary under clause (1) of this definition.

“Special Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement.

“Special Purpose Vehicle” means a trust, partnership or other special purpose Person established by the Company and/or any of its Restricted Subsidiaries to implement a Qualified Receivables Transaction.

“Spin-Off” means the separation of Ralcorp and its Post cereals business in a tax-free spin-off to shareholders of Ralcorp pursuant to the Separation Agreement and the other transactions and agreements referred to therein.

“Standard Securitization Undertakings” means representations, warranties, covenants, performance guarantees and indemnities entered into by the Company or any Subsidiary of the Company which, in the good faith judgment of the Board of Directors of the appropriate company, are reasonably customary in an accounts receivable transaction and includes, without limitation, any Receivables Repurchase Obligation.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person:

(1)any corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

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(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“ Subsidiary Guarantee ” means, individually, any Guarantee of payment of the 7.375% Notes by a Guarantor pursuant to the terms of the Indenture, and, collectively, all such Guarantees.

“ Transactions “ means (i) the Spin-Off, (ii) the offering of the 7.375% Notes and Subsidiary Guarantees under the Indenture on the Issue Date, (iii) the entry into the Bank Credit Facilities and the incurrence of Indebtedness thereunder on the Issue Date and (iv) the payment of fees and expenses related to each of the foregoing clauses (i), (ii) and (iii).

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary in accordance with the covenant described above under the caption “Designation of Restricted and Unrestricted Subsidiaries,” but only to the extent that such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt;

(2)is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified level of operating results; and

(4)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries unless such Guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purpose of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

“U.S. Government Obligations” means direct non-callable Obligations of, or Guaranteed as to full and timely payment by, the United States of America for the payment of which Guarantee or Obligations the full faith and credit of the United States is pledged.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations as of the date hereof to a holder relevant to the exchange of July notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes. This summary is generally limited to holders of the exchange notes who hold such notes as “capital assets” (generally, assets held for investment) for U.S. federal income tax purposes. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, including, without limitation, tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers in securities or currencies, financial institutions, insurance companies, regulated investment companies, passive foreign investment companies, certain former citizens or residents of the U.S., partnerships, S corporations or other pass-through entities, real estate investment trusts, controlled foreign corporations, U.S. holders (as defined below) whose functional currency is not the U.S. dollar and persons that hold the exchange notes in connection with a straddle, hedging, conversion or other risk-reduction transaction.

The U.S. federal income tax consequences set forth below are based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, court decisions, and published rulings of the IRS all as in effect on the date hereof and all of which are subject to differing interpretations or changes at any time with possible retroactive effect. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, and we have not sought any ruling from the IRS with respect to statements made and conclusions reached in this discussion. Furthermore, there can be no assurance that the IRS will agree with such statements and conclusions.

As used herein, the term “U.S. holder” means a beneficial owner of an exchange note that is for U.S. federal income tax purposes: (1) an individual who is a citizen or resident of the U.S.; (2) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or of any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, if a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

As used herein, the term “non-U.S. holder” means a beneficial owner of a note offered hereby that is not a U.S. holder.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a holder of an exchange note, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A holder that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax consequences of the purchase, ownership and disposition of the exchange notes.

This summary does not address the tax consequences arising under any state, local, or foreign law. Furthermore, this summary does not consider the effect of the U.S. federal estate or gift tax laws or the recently effective Medicare contribution tax.

Investors considering the exchange of July notes for exchange notes in the exchange offer should consult their own tax advisors regarding application of U.S. federal tax laws, as well as the tax laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty, to the exchange offer and to purchasing, owning and disposing of the exchange notes in light of their particular circumstances.

Tax Consequences of an Exchange under the Registration Rights Agreement

The exchange of a July note for an exchange note with identical terms pursuant to the exchange offer will not be treated as a taxable exchange for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized as a result of exchanging a July note for an exchange note. Further, your tax basis in the exchange note will equal your tax basis in the July note determined as of the time of the exchange, and your holding period for the exchange note will include the period during which you held the July note.

Treatment of the Notes

In certain circumstances (see “Description of the Exchange Notes-Optional Redemption,” “Description of the Exchange Notes-Repurchase at the Option of the Holders” and “Description of the Exchange Notes-Registration Rights; Special Interest”), we may be obligated to pay amounts in excess of stated interest or principal on the exchange notes. According to Treasury regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a U.S. holder recognizes if there is only a remote chance as of the date such notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of these amounts as part of the yield to maturity of any exchange

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notes. Our determination that these contingencies are remote is binding on a U.S. holder unless such holder discloses its contrary position in the manner required by applicable Treasury regulations. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a U.S. holder might be required to accrue income on its exchange notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of such a note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a U.S. holder. If any such amounts are in fact paid, U.S. holders will be required to recognize such amounts as income.

U.S. Holders

Payments of Interest

A U.S. holder will be required to recognize as ordinary income any interest received or accrued on the exchange notes, in accordance with the U.S. holder’s regular method of tax accounting for U.S. federal income tax purposes.

Pre-Issuance Accrued Interest

A portion of the price paid for some of the July notes was allocable to interest that accrued prior to the date the notes are purchased (the “pre-issuance accrued interest”). We intend to take the position that a portion of the interest received on the first interest payment date equal to the pre-issuance accrued interest should be treated as a return of the pre-issuance accrued interest and not as a payment of interest on the note. Amounts treated as a return of pre-issuance accrued interest should not be taxable when received but should reduce the holder’s adjusted tax basis in the applicable note by a corresponding amount.

Sale, redemption, exchange or other taxable disposition of notes

A U.S. holder generally will recognize gain or loss on the sale, redemption, exchange or other taxable disposition of an exchange note. The U.S. holder’s gain or loss will equal the difference between the proceeds received by the holder (other than proceeds attributable to accrued but unpaid interest) and the holder’s adjusted tax basis in the exchange note. The proceeds received by a U.S. holder will include the amount of any cash and the fair market value of any other property received for the exchange note. In general, a U.S. holder’s adjusted tax basis in an exchange note will equal the amount paid for the exchange note decreased by the amount of any payments other than qualified stated interest payments received with respect to the exchange note. The portion of any proceeds that is attributable to accrued but unpaid interest will not be taken into account in computing the U.S. holder’s capital gain or loss. Instead, that portion will be recognized as ordinary interest income to the extent that the U.S. holder has not previously included the accrued interest in income. The gain or loss recognized by a U.S. holder on a disposition of the exchange note will be capital gain or loss and will be long-term capital gain or loss if the holder held the exchange note for more than one year. Under current U.S. federal income tax law, net long-term capital gains of non-corporate U.S. holders (including individuals) are eligible for taxation at preferential rates. The deductibility of capital losses is subject to limitation.

Information reporting and backup withholding

Unless a U.S. holder is an exempt recipient, such as a tax-exempt organization, and, when required, appropriately demonstrates such exemption, payments made with respect to the exchange notes may be subject to information reporting and may also be subject to U.S. federal backup withholding at the applicable rate if a U.S. holder fails to comply with applicable U.S. information reporting and certification requirements.

Backup withholding is not an additional tax. Any amount withheld from you under the backup withholding rules generally will be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is furnished timely to the IRS.

Non-U.S. holders

Payments of interest

Interest paid on an exchange note by us or our agent to a non-U.S. holder will qualify for the “portfolio interest exemption” and will not be subject to U.S. federal income tax or withholding of such tax, provided that such interest income is not effectively connected with a U.S. trade or business of the non-U.S. holder (or, if a tax treaty applies, is not attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder within the U.S.); and provided that the non-U.S. holder: (1) does not actually or by attribution own 10% or more of the combined voting power of all classes of our stock entitled to vote; (2) is not a controlled foreign corporation for U.S. federal income tax purposes that is related to us actually or by attribution through stock ownership; (3) is not a bank that acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and (4) either (a) provides an appropriate, properly executed, IRS Form W-8 (or a suitable substitute form) signed under penalties of perjury that includes the non-U.S. holder’s name and address, and certifies as to non-U.S. status in compliance with applicable law and regulations; or (b) causes a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its

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trade or business to provide a statement to us or our agent under penalties of perjury in which it certifies that such an IRS Form W-8 (or a suitable substitute form) has been received by it from the non-U.S. holder or qualifying intermediary and furnishes us or our agent with a copy. The Treasury regulations provide special certification rules for notes held by a foreign partnership and other intermediaries.

If a non-U.S. holder cannot satisfy the requirements described above, payments of interest made to the non-U.S. holder will be subject to a 30% U.S. federal tax withholding unless the holder provides us with the appropriate, properly executed, IRS Form W-8BEN or E-8BEN-E claiming an exemption from (or reduction of) withholding under the benefit of a treaty or IRS Form W-8ECI stating that such interest is not subject to withholding because it is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States.

Sale, redemption, exchange or other taxable disposition of notes

Generally, subject to the discussion of backup withholding below, any gain recognized by a non-U.S. holder on the disposition of an exchange note (other than amounts attributable to accrued and unpaid interest, which will be treated as described under “Non-U.S. Holders-Payments of Interest” above) will not be subject to U.S. federal income tax and withholding, unless: (1) the gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. holder (and, if required by an applicable tax treaty, the gain is attributable to a permanent establishment or fixed base maintained in the U.S. by the non-U.S. holder), in which case the gain will be taxed as described above; or (2) the non-U.S. holder is an individual who is present in the U.S. for 183 days or more during the taxable year of that disposition and certain other conditions are met, in which case the gain (net of certain U.S. source losses) will be subject to U.S. federal income tax at a 30% rate (or lower applicable treaty rate).

A non-U.S. holder should consult his or her tax advisor regarding the tax consequences of the purchase, ownership and disposition of the exchange notes.

United States Trade or Business

If interest on an exchange note or gain from the disposition of an exchange note is effectively connected with a U.S. trade or business of a non-U.S. holder and, if a tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder within the U.S., the non-U.S. holder generally will be subject to U.S. federal income tax with respect to such interest and gain on a net income basis at regular graduated rates in the same manner as if the holder were a U.S. holder. In the case of a non-U.S. holder that is a corporation, such effectively connected income also may be subject to the additional branch profits tax, which generally is imposed on a foreign corporation upon the deemed repatriation from the U.S. of effectively connected earnings and profits at a 30% rate (or such lower rate as may be prescribed by an applicable tax treaty). If interest received with respect to the exchange notes is effectively connected income, the 30% withholding tax described above will not apply, assuming certain requirements are met.

Information reporting and backup withholding

In general, payments we make to a non-U.S. holder in respect of the exchange notes will be reported annually to the IRS. Copies of these information returns may also be made available under the provisions of a specific tax treaty or other agreement to the tax authorities of the country in which the non-U.S. holder resides.

Non-U.S. holders may be required to comply with certain certification procedures to establish that the holder is not a U.S. person in order to avoid information reporting and backup withholding.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules generally will be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is furnished timely to the IRS.

Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedures for obtaining such an exemption, if available.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act (“FATCA”) will impose a 30% U.S. withholding tax on certain U.S. source payments, including interest (and original issue discount), paid after June 30, 2014, and on the gross proceeds from a disposition of property of a type which can produce U.S. source interest paid after December 31, 2016 (“withholdable payments”), if paid to a foreign financial institution, or to a non-financial foreign entity, unless (a) the foreign financial institution enters into an agreement with the U.S. Treasury under which it agrees to (i) collect and report to the IRS information regarding U.S. account holders and (ii) withhold on payments to “nonparticipating foreign financial institutions” and certain account holders that do not provide information, (b) the non-financial foreign entity provides a certification or information relating to its 10% or greater U.S. owners, or (c) the foreign financial institution or non-financial foreign entity otherwise

83

qualifies for an exemption from these rules. The 30% withholding tax under FATCA would apply regardless of whether the applicable payment would otherwise be exempt from U.S. withholding tax (e.g. as “portfolio interest” or as capital gain upon the sale, exchange, redemption or other disposition of a note).

Generally, withholdable payments made on debt instruments that are issued prior to July 1, 2014 will not be subject to the 30% withholding tax, and, therefore, no withholding should be required with respect to FATCA on interest or principal paid with respect to the notes, or gross proceeds from the sale or disposition of the notes. If the 7.375% notes, including the exchange notes, are modified on or after July 1, 2014 in such a way that they are considered to be re-issued for U.S. federal income tax purposes, this legislation could apply to interest payments and proceeds of a sale or disposition in respect of the 7.375% notes. Non-U.S. holders are urged to consult their own tax advisors with respect to these information reporting rules and due diligence requirements and the potential application of FATCA to them in the event that a significant modification to the terms of the notes is made.

The United States federal income tax summary set forth above is included for general information only and may not be applicable depending upon your particular situation. You should consult your own tax advisors with respect to the tax consequences to you of the exchange of July notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

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PLAN OF DISTRIBUTION

The distribution of this prospectus and the offer and sale of the exchange notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the exchange notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the exchange notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the exchange notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

In reliance on interpretations of the staff of the SEC set forth in no-action letters issued to third parties in similar transactions, we believe that the exchange notes issued in the exchange offer in exchange for the July notes may be offered for resale, resold and otherwise transferred by holders without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of such holders’ business and the holders are not engaged in and do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of exchange notes. This position does not apply to any holder that is:

• an “affiliate” of Post within the meaning of Rule 405 under the Securities Act; or

• a broker-dealer.

All broker-dealers receiving exchange notes in the exchange offer are subject to a prospectus delivery requirement with respect to resales of the exchange notes. Each broker-dealer receiving exchange notes for its own account in the exchange offer must represent that the July notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that, for a period ending upon the earlier of (i) 180 days after the consummation of the exchange offer, subject to extension under limited circumstances, or (ii) or when all exchange notes have been sold, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of exchange notes received in an exchange such as the exchange pursuant to the exchange offer, if the July notes for which the exchange notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities.

We will not receive any proceeds from any sale of the exchange notes by broker-dealers. Broker-dealers acquiring exchange notes for their own accounts may sell the notes in one or more transactions in the over-the-counter market, in negotiated transactions, through writing options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of such exchange notes.

Any broker-dealer that held July notes acquired for its own account as a result of market-making activities or other trading activities, that received exchange notes in the exchange offer, and that participates in a distribution of exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Any profit on these resales of exchange notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to our participation in the exchange offer, including the reasonable fees and expenses of one counsel for the holders of July notes and the initial purchasers, other than commissions or concessions of any broker-dealers and will indemnify holders of the July notes, including any broker-dealers, against specified types of liabilities, including liabilities under the Securities Act. We note, however, that in the opinion of the SEC, indemnification against liabilities under federal securities laws is against public policy and may be unenforceable.

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LEGAL MATTERS

Certain legal matters in connection with this exchange offer will be passed upon by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Certain matters of California law will be passed upon for us by Buchalter Nemer, Los Angeles, California. Certain matters of Minnesota and North Dakota law will be passed upon for us by Vogel Law Firm, Fargo, North Dakota. Certain matters of Ohio law will be passed upon for us by Vorys, Sater, Seymour and Pease LLP, Cincinnati, Ohio. Certain matters of Washington law will be passed upon for us by Williams, Kastner & Gibbs PLLC, Seattle, Washington. Certain matters of New York law will be passed upon for us by Epstein Becker & Green, P.C., New York, New York.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The consolidated financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 2013 have been so incorporated in reliance on the report (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of Attune Foods, Hearthside Food Solutions and Premier Nutrition Corporation due to their acquisition by Post Holdings, Inc. during 2013) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Agricore United Holdings Inc. for the fiscal year ended October 31, 2013 incorporated in this prospectus by reference to our Current Report on Form 8-K/A filed on January 21, 2014 of Post Holdings, Inc., have been audited by Eide Bailly LLP, an independent registered public accounting firm, as stated in their report incorporated herein.

The consolidated financial statements of MFI Holding Corporation, consisting of the consolidated balance sheets as of December 29, 2012 and December 28, 2013 and the related consolidated statements of earnings and comprehensive income, shareholders’ equity and cash flows for the three years in the period ended December 28, 2013, incorporated in this prospectus by reference to our first Current Report on Form 8-K filed on May 19, 2014, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report incorporated herein.

The combined financial statements of Dymatize Enterprises as of and for the year ended December 31, 2013 beginning on page F-1, each included with this prospectus in accordance with Rule 3-10(g) of Regulation S-X under the Exchange Act, have been audited by Montgomery Coscia Greilich, LLP, an independent registered public accounting firm, as stated in their report on page F-2.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC with respect to the exchange notes being offered as contemplated by this prospectus. This prospectus is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits to the registration statement. For further information with respect to us and the exchange notes, please refer to the registration statement, including its exhibits. Statements made in this prospectus relating to any contract or other document are not necessarily complete, and if the contract or document is filed as an exhibit to the registration statement, you should refer to such exhibit for copies of the actual contract or document. Each such statement is qualified in all respects by reference to the applicable document.

You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 as well as on the Internet website maintained by the SEC at www.sec.gov. We also maintain an internet site at www.postfoods.com. Information contained on any website referenced in this prospectus is not incorporated by reference in this prospectus or in the registration statement.

In accordance with the Exchange Act, we file periodic reports, proxy statements and other information with the SEC, which is available on the SEC’s website at www.sec.gov and in the SEC’s public reference room referred to above.

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this prospectus.

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DYMATIZE ENTERPRISES

Combined Financial Statements

December 31, 2013

_________________________________

INDEX

Report of Independent Registered Public Accounting Firm		2
Combined Financial Statements
	Combined Balance Sheet as of December 31, 2013	3
	Combined Statement of Operations for the Year Ended December 31, 2013	4
	Combined Statement of Changes in Stockholders’ and Members’ Equity for the Year Ended December 31, 2013	5
	Combined Statement of Cash Flows for the Year Ended December 31, 2013	6
Notes to Combined Financial Statements		7

F-1

Report of Independent Registered Public Accounting Firm

To the Owners,

Dymatize Enterprises

We have audited the accompanying combined balance sheet of Dymatize Enterprises as of December 31, 2013, and the related combined statements of operations, changes in stockholders' and members’ equity, and cash flows for the year then ended, and the related notes to the financial statements. These combined financial statements are the responsibility of Dymatize Enterprises’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United Sates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. Dymatize Enterprises is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements, assessing the accounting principles sued and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Dymatize Enterprises as of December 31, 2013, and its combined statements of operations, changes in members’ equity and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Montgomery Coscia Greilich, LLP

Plano, Texas

May 7, 2014

F-2

DYMATIZE ENTERPRISES

COMBINED BALANCE SHEET

DECEMBER 31, 2013

			December 31, 2013
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	594,000
	Accounts receivable, net		31,566,000
	Inventory, net		33,050,000
	Prepaid expenses		499,000
	Other current assets		543,000
		Current assets	66,252,000
PROPERTY, PLANT AND EQUIPMENT, NET			14,430,000
DEPOSITS AND OTHER NONCURRENT ASSETS			601,000
DEFERRED LOAN FEES			1,637,000
INTANGIBLES, NET			109,853,000
GOODWILL			25,087,000
TOTAL ASSETS			$	217,860,000
LIABILITIES AND COMBINED STOCKHOLDERS' AND MEMBERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	25,664,000
	Bank overdraft		6,240,000
	Income tax payable		20,000
	Current portion of long-term debt		6,095,000
		Current liabilities	38,019,000
REVOLVING NOTE			8,000,000
LONG-TERM DEBT, net of current portion			106,495,000
LONG-TERM DEFERRED TAX LIABILITY			147,000
	Total liabilities		152,661,000
COMBINED STOCKHOLDERS' AND MEMBERS' EQUITY:
	CONTRIBUTED CAPITAL		42,820,000
	ACCUMULATED DEFICIT		(2,367,000		)
		COMBINED STOCKHOLDERS' AND MEMBERS’ EQUITY	40,453,000
	NON-CONTROLLING INTERESTS		24,746,000
		TOTAL COMBINED STOCKHOLDERS' AND MEMBERS' EQUITY	65,199,000
TOTAL LIABILITIES AND COMBINED STOCKHOLDERS' AND MEMBERS' EQUITY			$	217,860,000

See auditor’s report and accompanying notes to combined financial statements.

F-3

DYMATIZE ENTERPRISES

COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

	Year Ended December 31, 2013
REVENUE	$	194,188,000
COST OF GOODS SOLD	140,945,000
GROSS PROFIT	53,243,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	38,707,000
OPERATING INCOME	14,536,000
INTEREST EXPENSE	11,656,000
INCOME BEFORE PROVISION FOR INCOME TAXES	2,880,000
INCOME TAX PROVISION	233,000
NET INCOME	2,647,000
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	(1,944,000		)
NET INCOME ATTRIBUTABLE TO PARENT	$	703,000

See auditor’s report and accompanying notes to combined financial statements.

F-4

DYMATIZE ENTERPRISES

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ AND MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013

	Parent Company Equity
	Contributed Capital		Accumulated Deficit			Non-controlling Interests			Total Equity
Balance, December 31, 2012	$	42,814,000	$	(3,070,000	)	$	24,039,000		$	63,783,000
Capital contributions	6,000		—			—			6,000
Distributions to non-controlling interests	—		—			(1,237,000		)	(1,237,000		)
Net Income	—		703,000			1,944,000			2,647,000
Balance, December 31, 2013	$	42,820,000	$	(2,367,000	)	$	24,746,000		$	65,199,000

See auditor’s report and accompanying notes to combined financial statements.

F-5

DYMATIZE ENTERPRISES

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013

				Year Ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income				$	2,647,000
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation and Amortization			9,933,000
	Amortization of debt discount			576,000
	Amortization of deferred loan fees			503,000
	Paid-in-kind interest on related party note			(24,000		)
	Other changes in operating assets and liabilities:
		Accounts receivable		(8,976,000		)
		Inventory		(6,609,000		)
		Prepaid expenses		(36,000		)
		Other current assets		(254,000		)
		Deposits		(10,000		)
		Accounts payable and accrued expenses		5,193,000
		Income tax payable and deferred income taxes		716,000
			Cash provided by operating activities	3,659,000
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property and equipment			(5,142,000		)
		Cash used in investing activities		(5,142,000		)
CASH FLOWS FROM FINANCING ACTIVITIES
	Bank overdraft			4,240,000
	Net proceeds from line of credit			2,800,000
	Principal payments on term debt financing			(4,099,000		)
	Proceeds from additional paid-in capital			6,000
	Distributions to non-controlling interests			(1,237,000		)
		Cash used in financing activities		1,710,000
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS				227,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR				367,000
CASH AND CASH EQUIVALENTS AT END OF YEAR				$	594,000

See auditor’s report and accompanying notes to combined financial statements.

F-6

DYMATIZE ENTERPRISES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2013

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The accompanying combined financial statements consist of the financial statements of TA/DEI-A Acquisition Corp., TA/DEI-B1 Acquisition Corp., TA/DEI-B2 Acquisition Corp., TA/DEI-B3 Acquisition Corp. (collectively the “Blocker Companies”), and the consolidated financial statements of Dymatize Enterprises, LLC, and its wholly owned subsidiaries, Custom Nutriceutical Laboratories, LLC and Supreme Protein, LLC (together with the Blocker Companies, the “Company” or “Dymatize Enterprises”) as of and for the year ended December 31, 2013. Interests in subsidiaries controlled by the Company are combined with any outside shareholder interests reflected as non-controlling interests.

The Blocker Companies are all organized as Delaware corporations. Dymatize Enterprises, LLC (“Dymatize”) and Custom Nutriceutical Laboratories, LLC (“CNL”) were organized as Delaware limited liability companies on December 21, 2010. Supreme Protein, LLC (“Supreme”) was organized as a Delaware limited liability company on March 7, 2012. The Company’s operations consist primarily of product development, manufacturing, packaging, marketing and distribution of nutritional products throughout the United States of America, Asia, Europe, and South America.

On March 13, 2012, the Company finalized an acquisition of Supreme Protein, Inc. under an Asset Purchase Agreement (the “Acquisition”).

These financial statements are prepared on a combined basis as a result of the transaction discussed in note 14. All significant transactions between the entities included in the combined financial statements have been eliminated on combination.

2. SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of deposit accounts with original maturities of three months or less.

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. Accounts are charged to bad debt expense as they are deemed uncollectible based upon a periodic review of aging and collections. As of December 31, 2013, the Company recorded allowances for uncollectible accounts of $107,000.

Inventories

Inventories are valued at the lower of cost or market using the first in, first-out (FIFO) method. Finished goods inventory includes the cost of finished products purchased for resale, raw materials, packaging, labor, and overheads incurred in the manufacturing process. The Company records a provision for obsolete and slow moving inventory, when necessary, based on current inventory levels and historical and expected future sales levels.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation on equipment is provided in amounts sufficient to relate the cost of the assets to operations over their estimated service lives ranging from three to forty years using the straight-line method.

Major repairs or replacements of property and equipment which extend the useful life of the asset are capitalized. Maintenance repairs and minor replacements are charged to operations as incurred. Property and equipment retirements are removed from the records at their cost and related accumulated depreciation and any resulting gain or loss is included in operations.

Intangible Assets

Intangible assets from business combinations include trademarks and customer relationships, and are carried at fair value as of the date of acquisition less accumulated amortization. Also included in intangible assets are costs associated with trademarks from normal operations of the Company. Intangible assets with estimable useful lives, are amortized over their respective estimated

F-7

useful lives to their estimated residual values, and reviewed for impairment annually. The amortization periods range from 5 to 20 years.

Long-lived Assets

Long-lived assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the long-lived assets may be impaired. Assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of the cash flows of other groups of assets. In such cases, if the future undiscounted cash flows of the underlying assets are less than the carrying amount, then the carrying amount of the long-lived asset will be adjusted for impairment to a level commensurate with a discounted cash flow analysis of the underlying asset or its determinable fair value. There were no impairment charges for the period ended December 31, 2013.

Goodwill

Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that goodwill may be impaired in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other .  In accordance with FASB ASC Topic 350, the Company first evaluates goodwill on qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that it has been impaired.  If qualitative factors indicate that goodwill may be impaired, the Company applies a two-step quantitative test to evaluate potential impairment.  The first step of the test compares the estimated fair value of a reporting unit with its carrying amount.  If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step of the impairment test is unnecessary.  If the reporting unit's carrying amount exceeds its estimated fair value, the second step of the test is performed to measure the amount of goodwill impairment, if any.  This step compares the implied fair value of goodwill, determined in the same manner as the amount of goodwill recognized in a business combination, with the carrying amount of the reporting unit's goodwill.  If the carrying amount of the goodwill exceeds the implied fair value of goodwill, an impairment charge is recognized for the amount of excess.  There were no impairment charges recorded for the period ended December 31, 2013.

Revenue Recognition

Sales and related cost of sales are recorded when the related products are shipped, net of returns and allowances to customers. All intercompany sales and purchases of the consolidated companies have been eliminated. All taxes assessed on revenue producing transactions described above are presented on a gross basis, and included in revenue.

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of goods sold.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising expense for the year ended December 31, 2013 was $6,117,000.

Use of Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported sales and expenses. Significant estimates include the allowance for doubtful accounts, inventory reserves, intangible assets, goodwill, earn-out contingencies, and the value of member units. Actual results could vary from the estimates that were used.

Fair Value Measurements

The Company has adopted FASB ASC Topic 820, Fair Value Measurements and Disclosures , which defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles.  This framework establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities

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that the reporting entity has the ability to access at the measurement date.

Level 2 Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include:

• Quoted prices for similar assets or liabilities in active markets;

• Quoted prices for identical or similar assets or liabilities in inactive markets;

• Inputs other than quoted prices that are observable for the asset or liability;

• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. The Company believes its valuation methods are appropriate and consistent with other market participants; even so, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investments at December 31, 2013 consisted of the following:

		Level 1		Level 2			Level 3		Total
Swap contract liability		$	—	$	(306,000	)	$	—	$	(306,000	)
Earn-out contingency		—		—			—		—
	Total	$	—	$	(306,000	)	$	—	$	(306,000	)

The changes in investments measured at fair value for which the Company has used Level 3 inputs to determine fair value are as follows for the year ended December 31, 2013:

Balance, January 1, 2013	$	(523,000	)
Supreme Protein, Inc. earn-out contingency	523,000
Balance, December 31, 2013	$	—

Unit-Based Compensation

The Company accounts for unit-based compensation in accordance with FASB ASC Topic 718, Stock Compensation, which requires compensation cost related to unit-based payments to be recognized over the requisite service period for awards of equity instruments to employees based on the grant date fair value of those awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

As permitted under FASB ASC Topic 718 for nonpublic entities, the Company has elected to use the calculated value method to estimate the value of stock granted. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value”, which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price.

Derivative Instruments and Hedging Activities

The Company uses derivatives only to hedge against changes in interest rates related to debt, as opposed to their use for trading purposes. FASB ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities , requires that derivatives be recorded at fair value. The fair value of swap contracts is determined based on the difference between the derivative’s fixed contract price and the underlying market price at the determination date, and is confirmed by counterparts to the derivative.

Realized and unrealized gains and losses on derivatives that are not designated as hedges, as well as on the ineffective portion of hedge derivatives, are recorded as an other gain or loss as a component of selling, general and administrative expenses in the income statement. Unrealized gains and losses on effective cash flow hedge derivatives, as well as any deferred gain or loss realized upon early termination of effective hedge derivatives, are recorded as a component of accumulated other comprehensive

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income (loss). When the hedged transaction occurs, the realized gain or loss, as well as any deferred gain or loss, on the hedge derivative is transferred from accumulated other comprehensive income (loss) to earnings. Realized gains and losses on interest rate hedge derivatives are recognized as a component of interest expense and settlements of derivatives are included in cash flows from operating activities.

To designate a derivative as a cash flow hedge, at the hedge's inception management documents its assessment that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. This assessment is generally based on the most recent relevant historical correlation between the derivative and the item hedged. The ineffective portion of the hedge is calculated as the difference between the change in fair value of the derivative and the estimated change in cash flows from the item hedged. If, during the derivative's term, management determines the hedge is no longer highly effective, hedge accounting is prospectively discontinued and any remaining unrealized gains or losses on the effective portion of the derivative are reclassified to earnings when the underlying transaction occurs. If it is determined that the designated hedge transaction is not likely to occur, any unrealized gains or losses are recognized immediately in the income statement as a derivative fair value gain or loss.

As of December 31, 2013, all cash flow hedges were determined to be ineffective. The Company recognized selling, general and administrative expenses of $16,000 related to unrealized losses on derivatives during the year ended December 31, 2013.

3. INVENTORIES

Inventories consisted of the following at December 31:

	2013
Finished goods	$	19,248,000
Raw materials and packaging	14,000,000
	33,248,000
Reserve for obsolete inventory	(198,000		)
	$	33,050,000

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

	2013
Building and leasehold improvements	$	7,348,000
Factory equipment	8,097,000
Transportation equipment	63,000
Office furniture and equipment	673,000
Computer software and hardware	1,528,000
	17,709,000
Accumulated depreciation	(3,823,000		)
Land	544,000
	$	14,430,000

Depreciation expense totaled $1,690,000 for the year ended December 31, 2013.

5. DEFERRED LOAN FEES

In connection with the Acquisition, the Company incurred $2,518,000 in debt issuance costs that were capitalized and amortized to interest expense over the five year term of the related debt. Amortization expense for the year ended December 31, 2013 totaled $503,000.

The estimated amortization expense for debt issuance costs is expected to be:

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2014	$	504,000
2015	504,000
2016	504,000
2017	125,000
	$	1,637,000

6. INTANGIBLES

The components of intangible assets are as follows at December 31:

	Weighted Average Useful Life (Years)	2013
Definite lived intangible assets
Customer relationships	15.6	$	47,850,000
Trademarks	16.3	82,189,000
		130,039,000
Accumulated amortization		(20,186,000		)
Net intangible assets		$	109,853,000

The following is a schedule of future amortization of definite lived intangible assets for the years ending December 31,

2014	$	8,251,000
2015	8,251,000
2016	8,246,000
2017	8,240,000
2018	8,234,000
Thereafter	68,631,000
	$	109,853,000

Amortization expense totaled $8,243,000 for the year ended December 31, 2013.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at December 31:

	2013
Accounts payable	$	13,995,000
Accrued expenses	6,635,000
Accrued interest	4,462,000
Accrued swap contract liability	306,000
Accrued property taxes	263,000
Deferred rent	3,000
	$	25,664,000

8. LEASES

The Company leases a warehouse and equipment under non-cancelable operating leases expiring at various dates. Total rental expense was $546,000 for the year ending December 31, 2013. The following is a schedule of future minimum lease payments for the year ending December 31,

2014	$	226,000
	$	226,000

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9. DEBT

Subordinated Debt - TA Associates, Inc.

In December 2010, the Company issued and sold senior subordinated notes with a face value of $32,057,000 (“Subordinated Debt”) for $27,865,000 to affiliates of TA Associates, Inc (“TA Associates”). The Subordinated Debt bore interest at 12% with accrued and unpaid interest due quarterly commencing on December 31, 2010. The Company paid approximately $3,847,000 in 12% cash interest on the Subordinated Debt during the year ended December 31, 2013. The notes had an original maturity date of December 23, 2016, at which time all accrued and unpaid interest and principal were due. A premium of up to 6% is charged for prepayment of principal.

The difference in cash proceeds received and the face value of the Subordinated Debt resulted in an original issue discount of $4,192,000. The discount is amortized using the effective interest rate method over the term of the debt and charged to interest expense. For the year ended December 31, 2013, $576,000 was amortized into interest expense. The unamortized debt discount was $2,305,000 as of December 31, 2013.

In March 2012, the Company amended and revised its Senior Subordinated notes in connection with the Acquisition. As a result of this revision, the maturity date of the note was extended out one year, to December 23, 2017, and 1% PIK interest was added to the note, to be compounded quarterly. The Company capitalized approximately $321,000 of PIK interest during the year ended December 31, 2013. As part of this modification, the Company issued an additional 1% (on a fully diluted basis), or 101,086 units, of Class B equity to the holders of the Subordinated debt, which were estimated to have a value of $325,000 at the date of grant. Finally, a Minimum Fixed Coverage Charge Ratio covenant and a Maximum Total Leverage Ratio covenant were added.

The Subordinated Debt is collateralized by substantially all the assets of the Company and is subordinate to the Term Notes and Revolving Debt obtained in connection with the acquisition of Supreme Protein in March 2012. The Company was subject to various other negative and affirmative covenants at December, 31, 2013 including reporting requirements. The Company was in compliance with its debt covenants at December 31, 2013.

Seller Note - Dymatize Management Holdings, Inc.

In December 2010, the Company issued a subordinated promissory note in the amount of $2,394,000 to Dymatize Management Holdings, Inc. (“Seller Note”). The Seller Note bore interest at 12% on the unpaid principal amount with interest payments due quarterly starting December 31, 2010. Principal and any accrued and unpaid interest are due 90 days after all liabilities, obligations, and indebtedness of the Company related to the Subordinated Debt are paid in full. The Company paid approximately $288,000 in 12% cash interest on the Seller Note during the year ended December 31, 2013.

In March 2012, the Company amended and revised the Seller Note in connection with the Acquisition. Maturity remained at 90 days past full payment of all Subordinated Debt (now March 23, 2018 as a result of the subordinated debt modification) and 1% PIK interest was added to the note, to be compounded quarterly. The Company capitalized approximately $24,000 of PIK interest during the year ended December 31, 2013. The Company also issued an additional .0747% (on a fully diluted basis), or 7,551 units, of Class C equity to Dymatize Management Holdings, Inc, which were estimated to have a value of $25,000 at the date of grant.

The Seller Note is subordinate to the Term Notes and Revolving Debt obtained in connection with the acquisition of Supreme Protein in March 2012, as well as the and Subordinated Debt.

Credit Facility - RBS, et. al.

In March 2012, the Company entered into a Credit Agreement with RBS Bank which included a revolving loan not to exceed the amount of $15,000,000 and a term loan in the amount of $65,000,000. RBS acted as the Issuing Bank under the agreement, while SunTrust, Bank of America, and Compass Bank all participated as either Syndication or Co-Documentation Agents, with the initial and all subsequent draws pro-rated among the four banks based on the following commitment schedule:

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	Revolving Commitment		Term Loan Commitment		Total Commitment
RBS Citizens, N.A.	$	4,218,750	$	18,281,250	$	22,500,000
SunTrust Bank	4,218,750		18,281,250		22,500,000
Bank of America, N.A.	3,281,250		14,218,750		17,500,000
Compass Bank	3,281,250		14,218,750		17,500,000
	$	15,000,000	$	65,000,000	$	80,000,000

Under the terms of the credit agreement, the Company may take out a swingline loan any time from March 12, 2012 through the earlier of the maturity date or the full payoff of all commitments. This loan is available exclusively to pay off other debt (although may not be used to refinance an outstanding swingline loan). The aggregate principal amount available under the swingline loan is equal to either a maximum of $2,500,000 or the sum of the aggregate revolving exposures (all amounts outstanding under the revolving note and any letters of credit) exceeding the aggregate revolving commitments. Swingline loans may be reborrowed. As of December 31, 2013 the Company had no outstanding swingline loans.

The Company may also request the issuance of letters of credit to a maximum of $2,500,000. Letters of credit expire one year after issuance, and may be renewed by the Company. As of December 31, 2013, the Company had no Letters of Credit outstanding.

Subject to certain provisions, the Company may elect to draw new advances under the revolving note as either “base rate” loans (upon which interest accrues at a rate of PRIME + applicable margin) or “Eurodollar rate” loans (upon which interest accrues at a rate of 1-Month LIBOR + applicable margin), or to change existing revolving and term note balances between base rate loans and Eurodollar rate loans at their discretion. Applicable margin is based off of the Company’s latest reported total leverage ratio, as follows:

Total Leverage Ratio	Eurodollar Rate	Base Rate
Greater than 3.5 to 1	4.25%	3.25%
Greater than 2.5 to 1 but less than 3.5 to 1	4.00%	3.00%
Less than 2.5 to 1	3.75%	2.75%

For all base rate loans, interest is due monthly. The Company may elect to pay Eurodollar rate interest at either one, two, three, or six month periods. The Company must also pay an unused line fee equal to 0.50% per annum multiplied by the difference between the total line available and the average daily outstanding revolving notes during the immediately preceding quarter.

The revolving note matures March 13, 2017. As of December 31, 2013 the balance outstanding on the revolving note was $8,000,000. All advances under the revolving note as of December 31, 2013 were Eurodollar loans and bore interest at a rate of 1-Month LIBOR + 4.00%, or 4.17%. Interest expense relating to the revolving note, including unused line fees, totaled $403,000 for the year ended December 31, 2013.

Principal payments on the term notes are due each quarter, with any remaining unpaid principal and interest due on the final maturity date of March 13, 2017. The unpaid balance on the term loan as of December 31, 2013 was $58,094,000. As of December 31, 2013 the term loan was a Eurodollar rate loan and bore interest at a rate of 1-Month LIBOR + 4.00%, or 4.17%. Interest expense relating to the term note totaled $2,745,000 for the year ended December 31, 2013.

TA Blocker Company Notes

In December 2010, the TA Blocker Companies issued and sold promissory notes with a face value of $21,730,000 to affiliated TA entities. The notes bear interest at 14% with accrued and unpaid interest due annually commencing on December 23, 2011. The Blocker Companies paid approximately $2,990,000 in 14% cash interest on the promissory notes during the year ended December 31, 2013. The notes have a maturity date of December 23, 2016, at which time all accrued and unpaid interest and principal were due.

The following is a schedule of future debt maturities including current portion of long-term debt for the years ending December 31,

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2014	$	6,095,000
2015	7,719,000
2016	29,854,000
2017	76,790,000
2018	2,437,000
	122,895,000
Unamortized discount	(2,305,000		)
	$	120,590,000

10. INCOME TAXES

The provision for income taxes consisted of the following:

	Year Ended December 31, 2013
Current:
Federal	$	29,000
State	131,000
	160,000
Deferred:
Federal	72,000
State	1,000
	73,000
Income tax provision	$	233,000

A reconciliation of income tax provision with amounts computed at the statutory federal rate follows:

	Year Ended December 31, 2013
Computed tax at federal statutory rate (34%)	$	948,000
State income taxes, net of effect on federal tax	133,000
Non-Controlling Interest	(665,000		)
Permanent Differences	21,000
Research and Development Credits	(18,000		)
Valuation allowance adjustment	(187,000		)
Other, net (none in excess of 5% of computed tax)	1,000
Income tax provision	$	233,000

The effective rate for 2013 was primarily impacted by the income allocated to non-controlling members and the release of valuation allowances. As the non-controlling member's income is included in the pre-tax income amount, the tax impact of this amount must be removed from the overall expected tax amount. Prior to 2013, the Company had a full valuation allowance against the deferred tax assets of certain of the Blocker Companies totaling $986,000. During 2013, the respective Blocker Companies generated taxable income enabling the usage of a portion of the deferred tax assets for which a valuation allowance had been established. Accordingly, $187,000 of the valuation allowance was released during the year.

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets (liabilities) were as follows:

		Year Ended December 31, 2013
		Assets			Liabilities			Net
Current:
	None	$	—		$	—		$	—
		—			—			—
Noncurrent:
	Investment in Partnership	—			(2,240,000		)	(2,240,000		)
	Net operating loss carryforward	2,834,000			—			2,834,000
	Credit carryfoward	53,000			—			53,000
	Contribution Carryover	3,000			—			3,000
		2,890,000			(2,240,000		)	650,000
Valuation Allowance		(797,000		)	—			(797,000		)
Total deferred taxes		$	2,093,000		$	(2,240,000	)	$	(147,000	)

As of December, 31 2013, the Blocker Companies had $8,271,000 of net operating losses expiring beginning in 2030 and extending through 2033. The Blocker Companies also had various deferred tax assets and liabilities attributed to them as a result of their ownership in Dymatize. These amounts primarily consist of basis differences in intangible and fixed assets and have created the net liability of $2,240,000 noted above. Prior to 2013, certain of the Blocker Companies had book losses for each year of their respective existence. Accordingly, a valuation allowance was determined to be required and established against their respective net deferred tax assets. While the Blocker Companies each had net income for 2013, the evidence was analyzed and a valuation allowance was still required for the year ended December 31, 2013.

Unrecognized Tax Benefits

The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” the tax position will be sustained on examination by the taxing authorities. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made.

Based on a review of the Company's tax positions taken, the Company has determined that no uncertain tax positions are in existence and therefore has not recorded any amount to reflect the positions.

11. STOCKHOLDERS’ AND MEMBERS’ EQUITY

Blocker Company Equity

The Blocker Companies have Authorized Shares as follows:

Blocker Company	Authorized Shares	Issued and Outstanding
TA/DEI- A Acquisition Corp	626,889	626,889
TA/DEI-B1 Acquisition Corp	100,000	100,000
TA/DEI-B2 Acquisition Corp	100,000	100,000
TA/DEI-B3 Acquisition Corp	100,000	100,000

The Blocker Companies are managed by a Board of Directors which possess and may exercise full, complete and exclusive power and authority on behalf of the Blocker Companies. The Blocker Companies hold all of the Class A and B units of Dymatize Enterprises, LLC.

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Non-controlling Interests

The non-controlling interests include the Class C Units held by Dymatize Management Holdings, Inc. and Class D Units held in the Equity Incentive Plan.

Members’ Equity

The Company has authorized Class A, B, C and D units as follows:

Class	Authorized Units	Issued and Outstanding
Class A Units	6,268,894	6,268,894
Class B Units	539,105	539,105
Class C Units	2,550,638	2,550,638
Class D Units	750,000	601,086
	10,108,637	9,959,723

No member shall make or be required to make a capital contribution without the consent of the Board of Managers (BOM) and as agreed to by such member. Class A, B and C members have certain preemptive rights with regards to the issuance of debt and equity securities of the Company as defined. A members’ right to transfer their ownership interest is restricted as defined.

Each member shall be entitled to receive a tax distribution equal to an estimated allocation of taxable income times a rate (as defined). Net operating cash flow, at the discretion of the BOM, will be distributed in proportion to a members’ percentage interest. Upon a liquidity event (i) Class A members shall be entitled to a pro rata distribution of their initial unit capital, (ii) Class B and C members shall be entitled to a pro rata distribution of their initial unit capital, (iii) all members shall be entitled to pro rata distribution until such distributions equal three times the initial unit capital contributed by Class A members, (iv) Class C members shall be entitled to a pro rata distribution up to $7,500,000, and (v) and the remaining undistributed capital shall be distributed to each holder based on their percentage interest (Class D units are subject to vesting and other preferences).

Equity Incentive Plan

The Company has authorized 750,000 Class D Units under the Dymatize 2010 Equity Incentive Plan (the “Plan”). Class D Units represent a profits interest in the Company such that the member will not be allocated any portion of the Company’s pre-issuance value. Accordingly, the fair market value of the Class D units at the grant date is zero, resulting in no compensation expense. The purpose of the Plan is to provide incentives to employees and others designated by the BOM. Awards granted by the BOM vest as determined in each individual award agreement. Under existing award agreements units vest over four years with 25% vesting after one year and vesting monthly, pro rata over the remaining 36 months. As of December 31, 2013, the weighted-average remaining vesting period for all non-vested units is 22 months.

The following schedule is a detail of all outstanding unit activity:

	Number of Shares
Outstanding at December 31, 2012	419,792
Grants	201,086
Repurchases	(19,792)
Outstanding at December 31, 2013	601,086

The following schedule is a detail of all non-vested unit activity:

	Number of Shares
Non-vested at December 31, 2012	232,814
Grants	201,086
Vested	(205,628)
Non-vested at December 31, 2013	228,272

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12. EMPLOYEE SAVINGS PLAN

Employees of the Company participate in a 401(k) savings plan.  Participating employees may elect to contribute, on a tax-deferred basis, a portion of their compensation, in accordance with Section 401(k) of the Internal Revenue Code.  The Company may, but is not required to, make profit sharing contributions to the accounts of employees electing to defer compensation under the plan.  The Company’s contribution to the plan was approximately $59,000 for the year ending December 31, 2013.

13. CONCENTRATIONS AND CONTINGENCIES

From time to time, funds deposited in the Company’s bank exceed the Federal Deposit Insurance Corporation insured limits. The Company manages this risk by placing its cash with high credit quality institutions.

The Company’s customers are not concentrated in any specific geographic region or industry. During the period ended December 31, 2013, one customer accounted for 14% of net sales. The Company performs ongoing credit evaluations of its customers’ financial condition. The Company establishes an allowance for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.

14. SUBSEQUENT EVENTS

On December 8, 2013, Post Holdings Inc. (“Post”) and a wholly-owned subsidiary of Post entered into a Securities Purchase Agreement to acquire all of the outstanding equity interests of Dymatize Enterprise, LLC from affiliates of TA Associates and other owners (collectively, the “Dymatize Sellers”).

The purchase price payable by Post was $380,000,000, subject to a working capital adjustment, with additional consideration of up to $17,500,000 cash contingent upon Dymatize Enterprise, LLC achieving certain profit targets in calendar year 2014. The transaction closed on February 1, 2014 and resulted in a cash payment at closing of $392,500,000.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Post Holdings, Inc.

The articles of incorporation of Post Holdings, Inc. limit the liability of our directors to the company and our shareholders to the fullest extent permitted by Missouri law. Under Missouri law, a corporation may indemnify any person made or threatened to be made a party to any legal proceeding, including any suit by or in the name of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in any such capacity with respect to another enterprise, against expenses and other amounts reasonably incurred by him or her in connection with such legal proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful in defending an action, suit or proceeding or any claim, issue or matter therein. Post’s articles of incorporation contain provisions indemnifying its directors and officers to the fullest extent permitted by Missouri law. The indemnification permitted under Missouri law is not exclusive of any other rights to which these persons may be entitled.

In addition, we maintain directors’ and officers’ liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on breaches of duty, negligence, error and other wrongful acts.

We have entered intoindemnification agreements with our directors and certain executive officers. These agreements contain provisions that may require us, among other things, to indemnify these directors and executive officers against certain liabilities that may arise because of their status or service as directors or executive officers and advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

At present there is no pending litigation or proceeding involving any director or officer as to which indemnification is required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

Post Foods, LLC

Post Foods, LLC is a Delaware limited liability company, which is member managed by its sole member, Post Holdings, Inc. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The amended and restated limited liability company agreement of Post Foods, LLC provides that Post Holdings, Inc., as the sole member of Post Foods, Inc. (the “Post Member”) and any individuals granted authority to act on behalf of the Post Member, and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, a “Post Indemnitee”) shall be indemnified and held harmless by Post Foods, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Post Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Post Indemnitee’s status as any of the foregoing, which relates to or arises out of Post Foods, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Post Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of Post Foods, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Post Indemnitee’s conduct was unlawful, and (ii) the Post Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the Post Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by an Post Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Post Foods, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Post Member, upon receipt by the Post Foods, LLC of an undertaking by or on behalf of the Post Indemnitee to repay such amount if it shall be determined that the Post Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Post Foods, LLC articles of organization, any other agreement, a vote of the

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Post Member, a policy of insurance or otherwise, and shall not limit in any way any right which Post Foods, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Post Member.

Attune Foods, LLC

Attune Foods, LLC is a Delaware limited liability company, which is member managed by its sole member, Post Holdings, Inc. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The amended and restated limited liability company agreement of Attune Foods, LLC provides that Post Holdings, Inc., as the sole member of Attune Foods, LLC (the “Attune Member”) and any individuals granted authority to act on behalf of the Attune Member, and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, an “Attune Indemnitee”) shall be indemnified and held harmless by Attune Foods, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Attune Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Attune Indemnitee’s status as any of the foregoing, which relates to or arises out of Attune Foods, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Attune Indemnitee acted in good faith and in a manner such Attune Indemnitee believed to be in, or not opposed to, the best interests of Attune Foods, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Attune Indemnitee’s conduct was unlawful, and (ii) the Attune Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the Attune Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by an Attune Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Attune Foods, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Attune Member, upon receipt by the Attune Foods, LLC of an undertaking by or on behalf of the Attune Indemnitee to repay such amount if it shall be determined that the Attune Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Attune Foods, LLC articles of organization, any other agreement, a vote of the Attune Member, a policy of insurance or otherwise, and shall not limit in any way any right which Attune Foods, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Attune Member.

Premier Nutrition Corporation

Premier Nutrition Corporation is a Delaware corporation, whose sole shareholder is Post Holdings, Inc. Under Section 145 of the Delaware General Corporation Law, a Delaware corporation may, and has the power to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending an action, suit or proceeding or any claim, issue or matter therein. The bylaws of Premier Nutrition Corporation contain provisions limiting the liability of its directors and officers to the fullest extent permitted by Delaware law. The indemnification permitted under Delaware law is not exclusive of any other rights to which these persons may be entitled.

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Premier Protein, Inc.

Premier Protein, Inc. is a California corporation, whose sole shareholder is Premier Nutrition Corporation. Under Section 317 of the California Corporation Code, a California corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation , or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise (individually, a “California Indemnitee”), against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such action or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and, (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made for any of the following: (i) in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper; (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending an action, suit or proceeding or any claim, issue or matter therein. The indemnification permitted under California law is not exclusive of any other rights to indemnification (i) for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision adopted pursuant to Section 204 of the California Corporation Code, or (ii) for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders. The articles of incorporation of Premier Protein, Inc. authorize the corporation to provide indemnification of California Indemnitees in excess of the indemnification permitted by California law, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to Premier Protein, Inc. and its shareholders

Agricore United Holdings Inc.

Agricore United Holdings Inc. is a Delaware corporation, whose sole shareholder is Post Holdings, Inc. Under Section 145 of the Delaware General Corporation Law, a Delaware corporation may, and has the power to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending an action, suit or proceeding or any claim, issue or matter therein. The articles of incorporation of Agricore United Holdings Inc. contain provisions limiting the liability of its directors and officers to the fullest extent permitted by Delaware law. The indemnification permitted under Delaware law is not exclusive of any other rights to which these persons may be entitled.

Dakota Growers Pasta Company, Inc.

Dakota Growers Pasta Company, Inc. is a North Dakota corporation, whose sole shareholder is Agricore United Holdings Inc. Under Section 1-91 of the North Dakota Business Corporation Act, a North Dakota corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the corporation, by reason of the present or former official capacity in (i) with respect to a director, the position of director (“Director Capacity”), (ii) with respect to a person other than a director, the elective or appointive office or position held by an officer, member of a committee of the board, the employment relationship undertaken by an employee of the corporation (“Officer/Employee Capacity”), and (iii) with respect to a director, officer, or employee of the corporation who, while a director, officer, or employee of the

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corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a governor, director, officer, manager, partner, trustee, employee, or agent of another organization or employee benefit plan, the position of that person as a governor, director, officer, manager, partner, trustee, employee, or agent, as the case may be, of the other organization or employee benefit plan (“Other Enterprise Capacity”), against judgments, penalties, fines including excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (a) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines including excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions, (b) acted in good faith, (c) received no improper personal benefit and all provisions of Section 1-51 of the North Dakota Business Corporation Act regarding director conflicts of interest, if applicable, have been satisfied, (d) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and (e) in the case of acts or omissions occurring in a person’s Director Capacity or Officer/Employee Capacity, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the person’s Other Enterprise Capacity, reasonably believed that the conduct was not opposed to the best interests of the corporation. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or an equivalent plea does not, of itself, establish that the person did not meet the criteria set forth above. The articles of incorporation of Dakota Growers Pasta Company, Inc. contain provisions limiting the liability of its directors and officers to the fullest extent permitted by the North Dakota Business Corporation Act. The indemnification required under North Dakota law does not limit the power of Dakota Growers Pasta Company, Inc. to indemnify persons other than a director, officer, employee, or member of a committee of the board of the corporation by contract or otherwise.

Primo Piatto, Inc.

Primo Piatto, Inc. is a Minnesota corporation, whose sole shareholder is Dakota Growers Pasta Company, Inc. Under Section 521 of the Minnesota Business Corporation Act, a Minnesota corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the corporation, by reason of the present or former official capacity in (i) with respect to a director, the position of director (“Director Capacity”), (ii) with respect to a person other than a director, the elective or appointive office or position held by an officer, member of a committee of the board, the employment relationship undertaken by an employee of the corporation (“Officer/Employee Capacity”), and (iii) with respect to a director, officer, or employee of the corporation who, while a director, officer, or employee of the corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a director, officer, partner, trustee, governor, manager, employee, or agent of another organization or employee benefit plan, the position of that person as a director, officer, partner, trustee, governor, manager, employee, or agent, as the case may be, of the other organization or employee benefit plan (“Other Enterprise Capacity”), against judgments, penalties, fines including excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (a) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines including excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney’s fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions, (b) acted in good faith, (c) received no improper personal benefit and all provisions of Section 255 of the Minnesota Business Corporation Act regarding director conflicts of interest, if applicable, have been satisfied, (d) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and (e) in the case of acts or omissions occurring in a person’s Director Capacity or Officer/Employee Capacity, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the person’s Other Enterprise Capacity, reasonably believed that the conduct was not opposed to the best interests of the corporation. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or an equivalent plea does not, of itself, establish that the person did not meet the criteria set forth above. The articles of incorporation of Primo Piatto, Inc. contain a provision limiting the liability of its directors to the fullest extent permitted by the Minnesota Business Corporation Act. The indemnification required under Minnesota law does not limit the power of Primo Piatto, Inc. to indemnify persons other than a director, officer, employee, or member of a committee of the board of the corporation by contract or otherwise.

DNA Dreamfields Company, LLC

DNA Dreamfields Company, LLC is an Ohio limited liability company, which is managed by a board of managers elected by its sole member, Dakota Growers Pasta Company, Inc. Section 32 of the Ohio Limited Liability Company Act provides that an Ohio limited liability company may indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the company, because the person is or was a manager, member, partner, officer, employee, or agent

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of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another enterprise against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by the person in connection with the action, suit, or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, and, (ii) in connection with any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolocontendere or its equivalent does not create of itself a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the company as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the company unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A company is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending any claim, issue or matter in an action, suit or proceeding. The amended and restated limited liability company agreement of DNA Dreamfields Company, LLC contains provisions limiting the liability of its officers, managers, and members, and their respective affiliates, to the fullest extent permitted by Ohio law.

Dymatize Holdings, LLC

Dymatize Holdings, LLC is a Delaware limited liability company, which is member managed by its sole member, Post Holdings, Inc. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Dymatize Holdings, LLC provides that Post Holdings, Inc., as the sole member of Dymatize Holdings, LLC (the “Dymatize Holdings Member”) and any individuals granted authority to act on behalf of the Dymatize Holdings Member, and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, a “Dymatize Holdings Indemnitee”) shall be indemnified and held harmless by Dymatize Holdings, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Dymatize Holdings Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Dymatize Holdings Indemnitee’s status as any of the foregoing, which relates to or arises out of Dymatize Holdings, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Dymatize Holdings Indemnitee acted in good faith and in a manner such Dymatize Holdings Indemnitee believed to be in, or not opposed to, the best interests of Dymatize Holdings, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Dymatize Holdings Indemnitee’s conduct was unlawful, and (ii) the Dymatize Holdings Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Dymatize Holdings Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by a Dymatize Holdings Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Dymatize Holdings Foods, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Dymatize Holdings Member, upon receipt by the Dymatize Holdings, LLC of an undertaking by or on behalf of the Dymatize Holdings Indemnitee to repay such amount if it shall be determined that the Dymatize Holdings Indemnitee is not entitled to be indemnified as authorized in indemnification section of the limited liability company agreement of Dymatize Holdings, LLC. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Dymatize Holdings, LLC articles of organization, the limited liability company agreement of Dymatize Holdings, LLC, any other agreement, a vote of the Dymatize Holdings Member, a policy of insurance or otherwise, and shall not limit in any way any right which Dymatize Holdings, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Dymatize Holdings Member.

Dymatize Enterprises, LLC

Dymatize Enterprises, LLC is a Delaware limited liability company, which is managed by a board of managers elected by its members, Dymatize Holdings, LLC, TA/DEI-A Acquisition Corp., TA/DEI-B1 Acquisition Corp., TA/DEI-B2 Acquisition Corp. and TA/DEI-B3 Acquisition Corp., in accordance with the terms of the amended and restated limited liability company agreement of Dymatize Enterprises, LLC. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The amended and restated limited liability company agreement of Dymatize Enterprises, LLC provides that the members and managers of Dymatize Enterprises, LLC and any individuals granted authority to act on behalf of the members and managers of Dymatize Enterprises, LLC, and their respective affiliates,

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stockholders, members, managers, directors, officers, partners, employees, agents and representatives (each individually, a “Dymatize Enterprises Indemnitee”) shall be indemnified and held harmless by Dymatize Enterprises, LLC from and again any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Dymatize Enterprises Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Dymatize Enterprises Indemnitee’s status as any of the foregoing, which relates to or arises out of Dymatize Enterprises, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Dymatize Enterprises Indemnitee acted in good faith and in a manner such Dymatize Enterprises Indemnitee believed to be in, or not opposed to, the best interests of Dymatize Enterprises, LLC, and, with respect to any criminal proceeding, had reasonable cause to believe such Dymatize Enterprises Indemnitee’s conduct was unlawful, and (ii) the Dymatize Enterprises Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender , or its equivalent, shall not, of itself, create a presumption that the Dymatize Enterprises Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by a Dymatize Enterprises Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Dymatize Enterprises, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the members ad managers of Dymatize Enterprises, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the members and managers, upon receipt by Dymatize Enterprises, LLC of an undertaking by or on behalf of the Dymatize Enterprises Indemnitee to repay such amount if it shall be determined that the Dymatize Enterprises Indemnitee is not entitled to be indemnified as authorized by the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Dymatize Enterprises, LLC articles of organization, any other agreement, a vote of the members of Dymatize Enterprises, LLC, a policy of insurance or otherwise, and shall not limit in any way any right which Dymatize Enterprises, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the members and/or managers.

Custom Nutriceutical Laboratories, LLC

Custom Nutriceutical Laboratories, LLC is a Delaware limited liability company, which is manager managed by its sole manager, Dymatize Enterprises, LLC. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The operating agreement of Custom Nutriceutical Laboratories, LLC provides that Dymatize Enterprises, LLC, as the sole member and sole manager of Custom Nutriceutical Laboratories, LLC (the “CNL Manager”) and any officer of Custom Nutriceutical Laboratories, LLC or any person that is or was serving at the request of Custom Nutriceutical Laboratories, LLC as a manager, director, trustee or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (individually, a “CNL Indemnitee”) shall be indemnified and held harmless by Custom Nutriceutical Laboratories, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the NCL Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such CNL Indemnitee’s status as any of the foregoing, which relates to or arises out of Custom Nutriceutical Laboratories, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the CNL Indemnitee acted in good faith and in a manner such CNL Indemnitee believed to be in, or not opposed to, the best interests of Custom Nutriceutical Laboratories, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such CNL Indemnitee’s conduct was unlawful, and (ii) the CNL Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the CNL Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by an CNL Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Custom Nutriceutical Laboratories, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Dymatize Enterprises, LLC, upon receipt by Custom Nutriceutical Laboratories, LLC of an undertaking by or on behalf of the CNL Indemnitee to repay such amount if it shall be determined that the CNL Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Custom Nutriceutical Laboratories, LLC articles of organization, any other agreement, a determination of Dymatize Enterprises, LLC, as Custom Nutriceutical Laboratories, LLC’s sole manager, a policy of insurance or otherwise, and shall not limit in any way any right which Custom Nutriceutical Laboratories, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by Dymatize Enterprises, LLC.

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Supreme Protein, LLC

Supreme Protein, LLC is a Delaware limited liability company, which is manager managed by its sole manager, Dymatize Enterprises, LLC. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The operating agreement of Supreme Protein, LLC provides that Dymatize Enterprises, LLC, as the sole member and sole manager of Supreme Protein, LLC (the “Supreme Manager”) and any officer of Supreme Protein, LLC or any person that is or was serving at the request of Supreme Protein, LLC as a manager, director, trustee or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (individually, a “Supreme Indemnitee”) shall be indemnified and held harmless by Supreme Protein, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Supreme Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Supreme Indemnitee’s status as any of the foregoing, which relates to or arises out of Supreme Protein, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Supreme Indemnitee acted in good faith and in a manner such Supreme Indemnitee believed to be in, or not opposed to, the best interests of Supreme Protein, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Supreme Indemnitee’s conduct was unlawful, and (ii) the Supreme Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the Supreme Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by an Supreme Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Supreme Protein, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Dymatize Enterprises, LLC, upon receipt by Supreme Protein, LLC of an undertaking by or on behalf of the Supreme Indemnitee to repay such amount if it shall be determined that the Supreme Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Supreme Protein, LLC articles of organization, any other agreement, a determination of Dymatize Enterprises, LLC, as Supreme Protein, LLC’s sole manager, a policy of insurance or otherwise, and shall not limit in any way any right which Supreme Protein, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by Dymatize Enterprises, LLC.

TA/DEI-A Acquisition Corp., TA/DEI-B1 Acquisition Corp., TA/DEI-B2 Acquisition Corp., and TA/DEI-B3 Acquisition Corp. (collectively, the "TA/DEI Acquisition Corporations" for the purposes of the following)

Each of the TA/DEI Acquisition Corporations is a Delaware corporation, whose sole shareholder is Dymatize Holdings, LLC, a direct wholly-owned subsidiary of Post Holdings, Inc. Under Section 145 of the Delaware General Corporation Law, a Delaware corporation may, and has the power to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending an action, suit or proceeding or any claim, issue or matter therein. The articles of incorporation of Agricore United Holdings Inc. contain provisions limiting the liability of its directors and officers to the fullest extent permitted by Delaware law. The indemnification permitted under Delaware law is not exclusive of any other rights to which these persons may be entitled.

GB Acquisition USA, Inc., Nuts Distributor of America Inc. and Golden Nut Company (USA) Inc. (collectively, the “Golden Boy Entities”)

Each of the Golden Boy Entities is a Washington corporation, and is indirectly wholly-owned by Post Holdings, Inc. Under Sections 510 and 570 of Chapter 8 of the Washington Business Corporation Act, a Washington corporation may indemnify an

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individual made a party to a proceeding because the individual is or was a director or an officer, employee, or agent, respectively, against liability incurred in the proceeding if (i) the individual acted in good faith; and (ii) the individual reasonably believed: (a) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests, and (b) in all other cases, that the individual's conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. An individual’s conduct with respect to an employee benefit plan for a purpose the individual reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) above. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the individual did not meet the standard of conduct described above. A corporation may not indemnify an individual under Sections 510 and 570: (i) in connection with a proceeding by or in the right of the corporation in which the director, officer, employee, or agent was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to the director, officer, employee, or agent, whether or not involving action in such individual’s official capacity, in which the individual was adjudged liable on the basis that personal benefit was improperly received by the individual. In addition, indemnification permitted under the above referenced sections in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Unless limited by its articles of incorporation, a corporation is required to indemnify any director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because of being a director or officer of the corporation against reasonable expenses incurred by the director or officer in connection with the proceeding. The bylaws of each of the Golden Boy Entities contain provisions limiting the liability of its directors to the fullest extent permitted by Delaware law and authorizing the limitation of the liability of its officers, employees and agents to the fullest extent permitted by Delaware law.

Golden Boy Nut Corporation

Golden Boy Nut Corporation is a Delaware corporation, and is indirectly wholly-owned by Post Holdings, Inc. Under Section 145 of the Delaware General Corporation Law, a Delaware corporation may, and has the power to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person acted in a manner contrary to that specified in (i) or (ii) above. Notwithstanding the foregoing, no indemnification may be made in respect to any claim brought by or in the name of the corporation as to which such person is adjudged to be liable to the corporation unless and only to the extent that a proper court determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court deems proper. A corporation is required to indemnify its directors, officers, employees or agents to the extent that such persons have been successful on the merits or otherwise in defending an action, suit or proceeding or any claim, issue or matter therein. The bylaws of Golden Boy Nut Corporation contain provisions limiting the liability of its directors, officers, employees to the fullest extent permitted by Delaware law, provided, however, that, except under certain circumstances, the corporation will indemnify any such person in connection with a proceeding (or any part thereof) initiated by any such person only if such proceeding (or part thereof) was authorized by the board of directors. The indemnification permitted under Delaware law is not exclusive of any other rights to which these persons may be entitled.

Golden Boy Portales, LLC

Golden Boy Portales, LLC is a Delaware limited liability company, which is member-managed by its sole member, Nuts Distributor of America Inc. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The operating agreement of Golden Boy Portales, LLC provides that Nuts Distributor of America Inc., as the sole member of Golden Boy Portales, LLC (the “Portales Member”) and any officer of Golden Boy Portales, LLC or any person that is or was serving at the request of Golden Boy Portales, LLC as a manager, director, trustee or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (individually, a “Portales Indemnitee”) shall be indemnified and held harmless by Golden Boy Portales, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or

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investigative, in which the Portales Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Portales Indemnitee’s status as any of the foregoing, which relates to or arises out of Golden Boy Portales, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Portales Indemnitee acted in good faith and in a manner such Portales Indemnitee believed to be in, or not opposed to, the best interests of Golden Boy Portales, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Portales Indemnitee’s conduct was unlawful, and (ii) the Portales Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the Portales Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by a Portales Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Golden Boy Portales, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Dymatize Enterprises, LLC, upon receipt by Golden Boy Portales, LLC of an undertaking by or on behalf of the Portales Indemnitee to repay such amount if it shall be determined that the Portales Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Golden Boy Portales, LLC articles of organization, any other agreement, a determination of Dymatize Enterprises, LLC, as Golden Boy Portales, LLC’s sole manager, a policy of insurance or otherwise, and shall not limit in any way any right which Golden Boy Portales, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by Dymatize Enterprises, LLC.

Golden Acquisition Sub, LLC

Golden Acquisition Sub, LLC is a Delaware limited liability company, which is member managed by its sole member, Post Holdings, Inc. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Golden Acquisition Sub, LLC provides that Post Holdings, Inc., as the sole member of Golden Acquisition Sub, LLC (the “Golden Acquisition Sub Member”) and any individuals granted authority to act on behalf of the Golden Acquisition Sub Member, and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, a “Golden Acquisition Sub Indemnitee”) shall be indemnified and held harmless by Golden Acquisition Sub, LLC from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Golden Acquisition Sub Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Golden Acquisition Sub Indemnitee’s status as any of the foregoing, which relates to or arises out of Golden Acquisition Sub, LLC, its assets, business or affairs, if in each of the foregoing cases (i) the Golden Acquisition Sub Indemnitee acted in good faith and in a manner such Golden Acquisition Sub Indemnitee believed to be in, or not opposed to, the best interests of Golden Acquisition Sub, LLC, and, with respect to any criminal proceeding, had no reasonable cause to believe such Golden Acquisition Sub Indemnitee’s conduct was unlawful, and (ii) the Golden Acquisition Sub Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the Golden Acquisition Sub Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Expenses (including reasonable legal fees) incurred by a Golden Acquisition Sub Indemnitee in defending any claim, demand, action, suit or proceeding described above may, from time to time, be advanced by Golden Acquisition Sub, LLC prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Golden Acquisition Sub Member, upon receipt by the Golden Acquisition Sub, LLC of an undertaking by or on behalf of the Golden Acquisition Sub Indemnitee to repay such amount if it shall be determined that the Golden Acquisition Sub Indemnitee is not entitled to be indemnified as authorized in the amended and restated limited liability company agreement. The indemnification and advancement of expenses set forth above is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Golden Acquisition Sub, LLC articles of organization, any other agreement, a vote of the Attune Member, a policy of insurance or otherwise, and shall not limit in any way any right which Golden Acquisition Sub, LLC may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Golden Acquisition Sub Member.

Item 21.    Exhibits and Financial Statement Schedules.

(a)    Exhibits. Reference is made to the Index of Exhibits filed as part of this registration statement.

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(b)    Financial Statement Schedules. All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Item 22.     Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d)The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

POST HOLDINGS, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	SVP, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	June 18, 2014
William P. Stiritz
*	Chief Financial Officer  (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Corporate Controller  (principal accounting officer)	June 18, 2014
Jeff A. Zadoks
*	Director and President, Chief Operating Officer	June 18, 2014
Terence E. Block
*	Director	June 18, 2014
Jay W. Brown
*	Director	June 18, 2014
Edwin H. Callison
*	Director	June 18, 2014
Gregory L. Curl
*	Director	June 18, 2014
William H. Danforth
*	Director	June 18, 2014
Robert E. Grote
*	Director	June 18, 2014
David P. Skarie

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

POST FOODS, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James L. Holbrook	President (principal executive officer)	June 18, 2014
James L. Holbrook
/s/ Robert V. Vitale	Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

ATTUNE FOODS, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	President (principal executive officer)	June 18, 2014
James Gaspar
*	Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

PREMIER NUTRITION CORPORATION
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President and Chief Executive Officer (principal executive officer)	June 18, 2014
David Ritterbush
*	Chief Financial Officer (principal financial and accounting officer)	June 18, 2014
David Cooper
*	Director	June 18, 2014
William P. Stiritz
*	Director	June 18, 2014
Terence E. Block
*	Director	June 18, 2014
Robert V. Vitale
*	Director	June 18, 2014
James L. Holbrook

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

PREMIER PROTEIN, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President and Chief Executive Officer (principal executive officer and principal financial officer)	June 18, 2014
David Ritterbush
*	Director	June 18, 2014
Robert V. Vitale
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

AGRICORE UNITED HOLDINGS INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President (principal executive officer)	June 18, 2014
Edward Irion
*	Director and Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

DAKOTA GROWERS PASTA COMPANY, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President and Chief Executive Officer (principal executive officer)	June 18, 2014
Edward Irion
*	Director and Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

PRIMO PIATTO, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President (principal executive officer)	June 18, 2014
Edward Irion
*	Director and Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

DNA DREAMFIELDS COMPANY, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President (principal executive officer)	June 18, 2014
Edward Irion
*	Director and Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
*	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

By:	/s/ Diedre J. Gray
	Diedre J. Gray
	Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

DYMATIZE HOLDINGS, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terence E. Block	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Terence E. Block
/s/ Robert V. Vitale	Vice President (principal financial officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Treasurer (principal accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

DYMATIZE ENTERPRISES, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Ritterbush	President and Manager (principal executive officer)	June 18, 2014
David Ritterbush
/s/ Terence E. Block	Manager	June 18, 2014
Terence E. Block
/s/ Robert V. Vitale	Manager (principal financial and accounting officer)	June 18, 2014
Robert V. Vitale
/s/ James L. Holbrook	Manager (principal financial officer)	June 18, 2014
James L. Holbrook

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

CUSTOM NUTRICEUTICAL LABORATORIES, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Ritterbush	President and Chief Executive Officer (principal executive officer)	June 18, 2014
David Ritterbush
/s/ Jeff A. Zadoks	Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

SUPREME PROTEIN, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Ritterbush	President and Chief Executive Officer (principal executive officer)	June 18, 2014
David Ritterbush
/s/ Jeff A. Zadoks	Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

TA/DEI-A ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert V. Vitale	Director and President (principal executive officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

TA/DEI-B1 ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert V. Vitale	Director and President (principal executive officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

TA/DEI-B2 ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert V. Vitale	Director and President (principal executive officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

TA/DEI-B3 ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert V. Vitale	Director and President (principal executive officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

GB ACQUISITION USA, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Harris	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Richard Harris
/s/ Robert V. Vitale	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

NUTS DISTRIBUTOR OF AMERICA, INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Harris	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Richard Harris
/s/ Robert V. Vitale	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

GOLDEN NUT COMPANY (USA), INC.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Harris	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Richard Harris
/s/ Robert V. Vitale	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

GOLDEN BOY NUT CORPORATION
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Harris	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Richard Harris
/s/ Robert V. Vitale	Director and Treasurer (principal financial and accounting officer)	June 18, 2014
Robert V. Vitale
/s/ Jeff A. Zadoks	Director	June 18, 2014
Jeff A. Zadoks
/s/ Diedre J. Gray	Director and Secretary	June 18, 2014
Diedre J. Gray

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

GOLDEN BOY PORTALES, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Harris	President (principal executive officer)	June 18, 2014
Richard Harris
/s/ Diedre J. Gray	Secretary	June 18, 2014
Diedre J. Gray
/s/ Jeff A. Zadoks	Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

TA/DEI-B3 ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terence E. Block	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Terence E. Block
/s/ Jeff A. Zadoks	Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 18, 2014.

GOLDEN ACQUISITION SUB, LLC
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Diedre J. Gray and Jeff A. Zadoks, or either of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Terence E. Block	President and Chief Executive Officer (principal executive officer)	June 18, 2014
Terence E. Block
/s/ Jeff A. Zadoks	Treasurer (principal financial and accounting officer)	June 18, 2014
Jeff A. Zadoks

INDEX TO EXHIBITS

Exhibit

No. Description    

*2.1 Separation and Distribution Agreement dated as of February 2, 2012 by and among Ralcorp Holdings, Inc., the Company and Post Foods, LLC (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 8, 2012)

*2.2 Transition Services Agreement dated as of February 3, 2012 by and between Ralcorp Holdings, Inc. and the Company (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on February 8, 2012)

*2.3 Employee Matters Agreement dated as of February 3, 2012 by and between Ralcorp Holdings, Inc. and the Company (Incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K filed on February 8, 2012)

*2.4 Contribution Agreement dated as of February 3, 2012 by and between Ralcorp Holdings, Inc. and the Company (Incorporated by reference to Exhibit 2.4 to the Company’s Form 8-K filed on February 8, 2012)

*2.5 Share Purchase Agreement, dated as of December 7, 2013, by and among Tricor Pacific Capital Partners (Fund IV), Limited Partnership, Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, The Manufacturer’s Life Insurance Company, Richard Harris, 0987268 B.C. LTD, Post Holdings, Inc. and Tricor Pacific Capital Partners (Fund IV), ULC. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on December 9, 2013)**

*2.6 Securities Purchase Agreement, dated as of December 8, 2013, by and among Dymatize Enterprises, LLC, TA/DEI-A Acquisition Corp., TA/DEI-B-1 Acquisition Corp., TA/DEI-B-2 Acquisition Corp., TA/DEI-B-3 Acquisition Corp., each of the persons identified as a "TA Fund" on Appendix I to the Securities Purchase Agreement, Imperial Capital, LLC, Dymatize Management Holdings, Inc., Dymatize Enterprises Equity Plan, LLC, TA Associates Management, L.P., Post Acquisition Sub III, LLC and Post Holdings, Inc. (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on December 9, 2013)**

*2.7 Stock and Asset Purchase Agreement, dated as of February 3, 2014, by and among the Company, Post Acquisition Sub IV, Inc., a wholly-owned subsidiary of the Company, Gerber Products Company, Nestlé Australia Ltd. and Nestlé Desutschland AG (Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2014)

*2.8 Intellectual Property Purchase Agreement, dated as of February 3, 2014, by and among Post Acquisition Sub IV, Inc., a wholly-owned subsidiary of the Company, Societé Des Produits Nestlé, S.A. and Nestec S.A. (Incorporated by reference to Exhibit 2.6 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2014)

*2.9 Agreement and Plan of Merger dated as of April 16, 2014 by and among the Company, Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, MFI Holding Corporation, and GS Capital Partners VI Fund, L.P., as representative for the Stockholders and Optionholders named therein (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 17, 2014)    

*3.1 Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 2, 2012)

*3.2 Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on February 2, 2012)

*3.3 Certificate of Designation, Preferences and Rights of 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 26, 2013)

*3.4 Certificate of Designation, Preferences and Rights of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 16, 2013)

***3.5 Amended and Restated Certificate of Formation of Post Foods, LLC

***3.6 Amended and Restated Limited Liability Company Agreement of Post Foods, LLC

***3.7 Certificate of Formation of Attune Foods, LLC, as amended

***3.8 Amended and Restated Limited Liability Company Agreement of Attune Foods, LLC

***3.9 Certificate of Incorporation of Premier Nutrition Corporation

***3.10 Bylaws of Premier Nutrition Corporation

***3.11 Articles of Incorporation of Premier Protein, Inc., as amended

***3.12 Bylaws of Premier Protein, Inc.

***3.13 Certificate of Incorporation of Agricore United Holdings Inc., as amended

***3.14 Bylaws of Agricore United Holdings Inc.

***3.15 Amended and Restated Articles of Incorporation of Dakota Growers Pasta Company, Inc.

***3.16 Amended and Restated Bylaws of Dakota Growers Pasta Company, Inc.

***3.17 Certificate of Incorporation of Primo Piatto, Inc., as amended

***3.18 Bylaws of Primo Piatto, Inc.

***3.19 Articles of Organization of DNA Dreamfields Company, LLC

***3.20 Amended and Restated Limited Liability Company Agreement of DNA Dreamfields Company, LLC

3.21 Certificate of Formation of Dymatize Holdings, LLC, as amended

3.22 Limited Liability Company Agreement of Dymatize Holdings, LLC

3.23 Certificate of Formation of Dymatize Enterprises, LLC, as amended

3.24 Amended and Restated Limited Liability Company Agreement of Dymatize Enterprises, LLC, as amended

3.25 Certificate of Formation of Custom Nutriceutical Laboratories, LLC

3.26 Operating Agreement of Custom Nutriceutical Laboratories, LLC

3.27 Certificate of Formation of Supreme Protein, LLC

3.28 Operating Agreement of Supreme Protein, LLC

3.29 Certificate of Incorporation of TA/DEI-A Acquisition Corp., as amended

3.30 Bylaws of TA/DEI-A Acquisition Corp.

3.31 Certificate of Incorporation of TA/DEI-B1 Acquisition Corp.

3.32 Bylaws of TA/DEI-B1 Acquisition Corp.

3.33 Certificate of Incorporation of TA/DEI-B2 Acquisition Corp.

3.34 Bylaws of TA/DEI-B2 Acquisition Corp.

3.35 Certificate of Incorporation of TA/DEI-B3 Acquisition Corp.

3.36 Bylaws of TA/DEI-B3 Acquisition Corp.

3.37 Articles of Incorporation of GB Acquisition USA, Inc.

3.38 Bylaws of GB Acquisition USA, Inc., as amended

3.39 Articles of Incorporation of Nuts Distributor of America Inc.

3.40 Bylaws of Nuts Distributor of America Inc., as amended

3.41 Articles of Incorporation of Golden Nut Company (USA), Inc.

3.42 Bylaws of Golden Nut Company (USA), Inc., as amended

3.43 Certificate of Incorporation of Golden Boy Nut Corporation

3.44 Bylaws of Golden Boy Nut Corporation

3.45 Certificate of Formation of Golden Acquisition Sub, LLC

3.46 Limited Liability Company Agreement of Golden Acquisition Sub, LLC

3.47 Certificate of Formation of Golden Boy Portales, LLC

3.48 Limited Liability Company Agreement of Golden Boy Portales, LLC

*4.1 Indenture dated as of February 3, 2012 by and among the Company, the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 8, 2012)

*4.2 Indenture dated as of November 18, 2013 by and among the Company, the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on November 18, 2013)

*4.3 Registration Rights Agreement dated as of July 18, 2013, by and among the Company, Post Foods, LLC, and Attune Foods, LLC, as guarantors, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities LLC, BMO Capital Markets Corp., Goldman, Sachs & Co., Nomura Securities International, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on July 18, 2013)

*4.4 Senior Indenture dated as of May 28, 2014 by and between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 28, 2014)

*4.5 5.25% Senior Amortizing Notes First Supplemental Indenture dated as of May 28, 2014 by and between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed May 28, 2014)

*4.6 Purchase Contract Agreement dated as of May 28, 2014 by and between the Company and U.S. Bank National Association, as purchase contract agent and trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed May 28, 2014)

*4.7 Indenture dated as of June 2, 2014 by and among the Company, the Guarantors (as defined) as Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 2, 2014)

5.1 Opinion of Lewis, Rice & Fingersh, L.C.

***5.2 Opinion of Buchalter Nemer

***5.3 Opinion of Vogel Law Firm

***5.4 Opinion of Vorys, Sater, Seymour and Pease LLP

5.5 Opinion of Epstein Becker & Green, P.C.

5.6 Opinion of Williams, Kastner & Gibbs PLLC

*†10.1 Form of Management Continuity Agreement (Incorporated by referenced to Exhibit 10.2 to the Company’s Form 8-K filed on August 9, 2012)

*†10.2 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company’s Form 10, filed January 25, 2012)

*†10.3 Post Holdings, Inc. 2012 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 2, 2012)

*†10.4 Form of Stock Appreciation Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 2, 2012)

*†10.5 Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on February 2, 2012)

*†10.6 Form of Non-Management Director Stock Appreciation Rights Agreement (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on February 2, 2012)

*†10.7 Form of Non-Management Director Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on February 2, 2012)

*†10.8 Post Holdings, Inc. Deferred Compensation Plan for Key Employees, as amended (Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on February 2, 2012)

*†10.9 Post Holdings, Inc. Executive Savings Investment Plan, restated August 15, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K filed on December 13, 2012)

*†10.10 Post Holdings, Inc. Supplemental Retirement Plan (Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on February 2, 2012)

*†10.11 Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors, as amended and restated (Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on September 14, 2012)

*10.12 Tax Allocation Agreement dated as of February 3, 2012 by and between Ralcorp Holdings, Inc. and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 8, 2012)

*10.13 Credit Agreement dated as of February 3, 2012, by and among the Company, the lenders named therein, and Barclays Bank PLC, as Administrative Agent (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 8, 2012)

*10.14 First Amendment and Waiver to Credit Agreement dated as of May 14, 2012, by and among the Company, the lenders named therein, and Barclays Bank PLC, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 15, 2012)

*†10.15 Employment Agreement dated as of May 29, 2012 by and between William P. Stiritz and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 31, 2012)

*†10.16 Non-Qualified Stock Option Agreement for Mr. Stiritz (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 31, 2012)

*†10.17 Form of Non-Qualified Stock Option Agreement for Other Executive Officers of the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 31, 2012)

*†10.18 Restricted Stock Unit Agreement for Mr. Stiritz (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on May 31, 2012)

*†10.19 Form of Restricted Stock Unit Agreement for Other Executive Officers of the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on May 31, 2012)

*†10.20 Senior Management Bonus Program, as amended and restated effective October 1, 2012 (Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q filed on August 8, 2013)

*†10.21 Key Management Bonus Program, as amended and restated (Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q filed on September 14, 2012)

*10.22 Second Amendment and Waiver to Credit Agreement dated as of June 13, 2012, by and among the Company, the lenders named therein, and Barclays Bank PLC, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 14, 2012)

*†10.23 Form of Cash-Settled Restricted Stock Unit Agreement (Incorporated by referenced to Exhibit 10.1 to the Company’s Form 8-K filed on August 9, 2012)

*10.24 Third Amendment and Waiver to Credit Agreement dated as of September 13, 2012, by and among the Company, the lenders named therein, and Barclays Bank PLC, as Administrative Agent (Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on December 13, 2012)

*10.25 Amendment to Tax Allocation Agreement dated as of September 26, 2012 by and between Ralcorp Holdings, Inc. and the Company (Incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K filed on December 13, 2012)

*10.26 Fourth Amendment to Credit Agreement dated as of October 19, 2012, by and among the Company, the lenders named therein, and Barclays Bank PLC, as Administrative Agent (Incorporated by referenced to Exhibit 10.1 to the Company’s Form 8-K filed on October 22, 2012)

*†10.27 Form of Cliff Vesting Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on November 26, 2012)

*†10.28 Form of Cliff Vesting Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 26, 2012)

*†10.29 Second Amendment to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees effective August 24, 2012 (Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-Q filed on May 13, 2013)

*†10.30 Third Amendment to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees effective January 29, 2013 (Incorporated by reference to Exhibit 10.29 to the Company’s Form 10-Q filed on May 13, 2013)

*†10.31 First Amendment to the Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors effective January 29, 2013 (Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-Q filed on May 13, 2013)

*†10.32 First Amendment to the Post Holdings, Inc. Executive Savings Plan for Non-Management Directors effective January 29, 2013 (Incorporated by reference to Exhibit 10.31 to the Company’s Form 10-Q filed on May 13, 2013)

*†10.33 Post Holdings, Inc. 2012 Long Term Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 1, 2013)

*10.34 Purchase Agreement by and among the Company, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC, as Initial Purchasers, relating to the sale by the Company of 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 26, 2013)

*10.35 Asset Purchase Agreement by and between Hearthside Foods Solutions, LLC and Post Acquisition Sub I, LLC dated as of May 8, 2013 (Incorporated by reference to Exhibit 10.34 to the Company’s Form 10-Q filed on August 8, 2013)

*†10.36 Amendment One to Employment Agreement dated October 15, 2013 by and between William P. Stiritz and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 17,

2013)

*†10.37 Non-Qualified Stock Option Agreement for Mr. Stiritz (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 17, 2013)

*†10.38 Form of amended Stock-Settled Restricted Stock Unit Agreement (Incorporated by referenced to Exhibit 10.4 to the Company’s Form 8-K filed on October 17, 2013)

*†10.39 Form of amended Cash-Settled Restricted Stock Unit Agreement (Incorporated by referenced to Exhibit 10.5 to the Company’s Form 8-K filed on October 17, 2013)

*10.40 Purchase Agreement by and among the Company, Barclays Capital Inc. and Goldman, Sachs & Co. as Representatives of the several initial purchasers named therein, relating to the sale by the Company of 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 16, 2013)

*10.41 Credit Agreement dated as of January 29, 2014 by and among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2014)

*10.42 Underwriting Agreement dated as of March 12, 2014 by and among the Company, the underwriters names therein, Barclays Capital Inc. and Goldman, Sachs & Co., as representatives of the underwriters named therein (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on March 18, 2014)

*10.43 Commitment Letter dated as of April 16, 2014 by and among the Company, Barclays Bank PLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Wells Fargo Bank, National Association, WF Investment Holdings, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 17, 2014)

*10.44 First Amendment to Credit Agreement dated as of May 1, 2014 by and among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 5, 2014)

*10.45 Joinder Agreement No. 1 dated as of May 1, 2014 by and among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 5, 2014)

*10.46 Joinder to Commitment Letter dated as of May 2, 2014 by and among the Company, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 5, 2014)

*10.47 Common Stock Underwriting Agreement dated as of May 21, 2014 by and among the Company, the underwriters named therein and Barclays Capital Inc., as representative (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed May 28, 2014)

*10.48 Tangible Equity Unit Underwriting Agreement dated as of May 21, 2014 by and among the Company, the underwriters named therein and Barclays Capital Inc., as representative (Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed May 28, 2014)

*10.49 Joinder Agreement No. 2 dated as of June 2, 2014 by and among the Company, the Guarantors (as defined), Barclays Bank PLC, and Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed June 2, 2014)

*12.1 Computation of ratio of earnings to fixed charges (Incorporated by reference to Exhibit 12.1 to Post-Effective Amendment No. 1 to Form S-3 filed May 19, 2014)

21.1 List of Subsidiaries

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Eide Bailly LLP

23.3 Consent of Lewis, Rice & Fingersh, L.C. (included in Exhibit 5.1)

***23.4 Consent of Buchalter Nemer (included in Exhibit 5.2)

***23.5 Consent of Vogel Law Firm (included in Exhibit 5.3)

***23.6 Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.4)

23.7 Consent of Epstein Becker & Green, P.C. (included in Exhibit 5.5)

23.8 Consent of Williams, Kastner & Gibbs PLLC (included in Exhibit 5.6)

23.9 Consent of Ernst & Young LLP

23.10 Consent of Montgomery Coscia Greilich, LLP

24.1 Power of Attorney (included on signature pages or previously filed***)

25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture

***99.1 Form of Letter of Transmittal

***99.2 Form of Notice of Guaranteed Delivery

***99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

***99.4 Form of Letter to Clients

_______

* Incorporated by reference.

** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

*** Previously filed.

† These exhibits constitute management contracts, compensatory plans and arrangements.

EX-3.21

Exhibit 3.21

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company: DYMATIZE HOLDINGS, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

ARTICLE 1.

The name of the limited liability company is Dymatize Holdings, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 13^th day of February, A.D. 2014.

By	/s/ Diedre J. Gray
	Authorized Person(s)
Name:	Diedre J. Gray, Secretary
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company: Post Acquisition Sub III, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

ARTICLE 1.

The name of the limited liability company is DYMATIZE HOLDINGS, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 24^th day of January, A.D. 2014.

By	/s/ Diedre J. Gray
	Authorized Person(s)
Name:	Diedre J. Gray, Secretary
	Print or Type

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

OF
POST ACQUISTION SUB III, LLC

FIRST:    The name of the limited liability company is POST ACQUISITION SUB III, LLC.

SECOND:    The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington. Zip code 19801. The name of its Registered Agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 27th day of November, 2013.

/s/ Timothy E. Kastner

Timothy E. Kastner, Authorized Person

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY AGREEMENT OFPOST ACQUISITION SUB III, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Limited Liability Company Agreement”) is made and entered into as of the 2nd day of December, 2013, by Post Holdings, Inc., a Missouri corporation, the sole member (the “Member”).

1.Post Acquisition Sub III, LLC (the “Company”) was formed on November 27, 2013, as a limited liability company under the Delaware Limited Liability Company Act and, as required thereunder, does hereby adopt this Limited Liability Company Agreement as the Limited Liability Company Agreement of the Company.

2.The vote, action, decision or consent of the sole Member shall constitute a valid decision of the Member and the Company.

3.The decisions and actions of the Member shall be carried out by the sole Member and/or individuals (the “Individuals”) granted authority to act on behalf of the sole Member, pursuant to resolutions, from time to time, adopted by the Member.

4.The duration of the Company shall be perpetual.

5.The Member’s capital contribution to the capital of the Company for the Member’s interest in the Company shall be reflected on the books and records of the Company.

6.(a) The Member and the Individuals and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Indemnitee’s status as any of the foregoing, which relates to or arises out of the Company, its assets, business or affairs, if in each of the foregoing cases (i) the Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful, and (ii) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Any indemnification pursuant to this Section 6 shall be made only out of the assets of the Company and the Member shall not have any personal liability on account thereof.

(b)     Expenses (including reasonable legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in the foregoing paragraph may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Member, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.

1

(c)     The indemnification and advancement of expenses set forth in this Section 6 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Company’s articles of organization, this Limited Liability Company Agreement, any other agreement, a vote of the Member, a policy of insurance or otherwise, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Member. The indemnification and advancement of expenses set forth in this Section 6 shall continue as to a person or entity who has ceased to hold the position giving rise to such indemnification and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a person or entity.

(d)     The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the Company would have the power to indemnify such Indemnitee against such liability under this Section 6.

(e) In the event that an amendment to this Limited Liability Company Agreement reduces or eliminates any Indemnitee’s right to indemnification pursuant to this Section 6, such amendment shall not be effective with respect to any Indemnitee’s right to indemnification that accrued prior to the date of such amendment. For purposes of this Section 6, a right to indemnification shall accrue as of the date of the event underlying the claim that gives rise to such right to indemnification. All calculations of claims and the amount of indemnification to which any Indemnitee is entitled under this Section 6 shall be made (i) giving effect to the tax consequences of any such claim and (ii) after deduction of all proceeds of insurance net of retroactive premiums and self-insurance retention recoverable by the Indemnitee with respect to such claims.

7.Pursuant to existing law, the Company will be disregarded for federal and state income tax purposes. The admission of one or more additional Members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.

8.Upon an “event of withdrawal” (as defined in the Act) of the Member or upon the occurrence of any other event which terminates the continued membership of the Member in the Company, the Company shall not be dissolved, and the business of the Company shall continue. The Member hereby specifically consents to such continuation of the business of the Company upon any event of withdrawal of the Member. The Member’s legal representative, assignee or successor shall automatically become an assignee of the Member’s interest and shall automatically become a substitute Member in place of the withdrawn Member.

9.This Limited Liability Company Agreement replaces any prior limited liability company agreement of the Company.

2

IN WITNESS WHEREOF, the Member has caused this Limited Liability Company Agreement to be duly executed as of the date first written above.

POST HOLDINGS, INC., SOLE MEMBER
By:	/s/ Diedre J. Gray
	Diedre J. Gray, Secretary

3

EX-3.23

Exhibit 3.23

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.    The name of the limited liability company is DYMATIZE ENTERPRISES, LLC.

2.    The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Diedre J. Gray
	Authorized Person
Name:	Diedre J. Gray, Secretary
	Print or Type

STATE OF DELAWARE

CERTIFICATE OF FORMATION
FOR
DYMATIZE ENTERPRISES, LLC

The undersigned, being an authorized person for the purposes of forming a limited liability company under the Delaware Limited Liability company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 etseq. (the “Act”), hereby certifies pursuant to Section 18-201(a) of the Act, as follows:

ARTICLE I

The name of the limited liability company is Dymatize Enterprises, LLC.

ARTICLE II

The address of its registered office in the State of Delaware is 32 W. Loockerman Street, Suite 201, Dover, DE 19904, Kent County. The name of its registered agent at such address is Registered Agent Solutions, Inc.

ARTICLE III

Management of the limited liability company shall be vested in one or more Managers in accordance with the company’s written operating agreement.

This Certificate of Formation was duly executed in accordance with and is being filed pursuant to the provisions of Section 18-201 of the Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 21, 2010.

/s/ Theodore Casey

Theodore Case, Organizer

EX-3.24

Exhibit 3.24

SECOND AMENDMENT TO THE

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

DYMATIZE ENTERPRISES, LLC

This Second Amendment (this “Amendment”)to the Amended and Restated Limited Liability Company Agreement of Dymatize Enterprises, LLC, a Delaware limited liability company (the “Company”),dated as of December 23, 2010 (the “Operating Agreement”),and amended on April 6, 2012, is entered into this 31st day of January, 2014 by and among the Company, TA/DEI-A Acquisition Corp. (the “Class A Member”)and Dymatize Holdings, LLC, a Delaware corporation (the “Class C Member”).Capitalized terms not defined herein have the meaning ascribed to such terms in the Operating Agreement.

WHEREAS, pursuant to the that certain Securities Purchase Agreement dated December 8, 2013 by and among the Company, the Blocker Companies named therein, the Sellers named therein, TA Associates Management, L.P., Dymatize Holdings, LLC (f/k/a Post Acquisition Sub III, LLC, the “Purchaser”)and Post Holdings, Inc. (“Post”),ownership of all of the Company’s issued and outstanding equity has directly or indirectly been purchased by Post by and through the Purchaser (the “Acquisition”);

WHEREAS, in tandem with consummation of the Acquisition, Post, acting by and through the Purchaser, deems it in the best interest of the Company to make certain amendments to the Operating Agreement of the Company;

WHEREAS, by the authorized signature of the Class A Member set forth herein, this Amendment is hereby approved by the Class A Member pursuant to Section 3.3 of the Operating Agreement; and

WHEREAS, this Amendment is approved by the Board of Managers of the Company pursuant to Sections 3.2 and 11.3 of the Operating Agreement;

NOW THEREFORE, the Company, the Class A Member and the Class C Member hereby agree to amend the Operating Agreement as follows:

1.    Section 1.1 is hereby amended as follows:

(a)    Be deleting the definition of “Fair Market Value” in its entirety and substituting in lieu thereof a new definition of “Fair Market Value” to read as follows:

“‘Fair Market Value” of any asset at any time means the fair market value of the asset in question, as determined in the good faith judgment of the Board of Managers.”

(b)    Be deleting subsection (ii) of the definition of “Gross Asset Value” in its entirety and substituting in lieu thereof a new subsection (ii) to read as follows:

“(ii) The Gross Asset Values of all Company assets will be adjusted to equal their respective gross fair market values, as determined by the Board of Managers, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of assets as consideration for an interest in the Company; (e) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (d) the liquidation of the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); but only if the Board of Managers reasonably determines that such adjustments are necessary to properly reflect the Member’s interests in the Company (within the meaning of the concept of the ‘partners’ interests in the partnership’ set forth in Treasury Regulation Section I .704-1 (b)(3));”

(c)     Be deleting subsection (iv) of the definition of “Gross Asset Value” in its entirety and substituting in lieu thereof a new subsection (iv) to read as follows:

“(iv) The Gross Asset Values of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m) and Section 1.3(g) of Appendix A; provided, however, that Gross Asset Values will not be adjusted pursuant to this clause (iv) to the extent the Board of Managers determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv);”

2.    Section 2.5(c) is hereby amended by deleting existing Section 2.5(c) in its entirety and substituting in lieu thereof a new Section 2.5(c) to read as follows:

“    (c)    The principal office of the Company shall be at its offices at 13737 N. Stemmons Fwy., Farmers Branch, TX 75234, or at such other place as the Board of Managers may designate from time to time. The Company may have such other office or offices as the Board of Managers may designate from time to time.”

3.     Section 3.1 is hereby amended by deleting existing Section 3.1in its entirety and substituting in lieu thereof a new Section 3.1 to read as follows:

“3.1The Board of Managers.

(a)    From and after January 31, 2014, the Company shall be managed by a Board of Managers (‘Board of Managers’)as provided in this Article III.The Board of Managers shall appoint a Member to act as the tax matters Member, who shall act in the same capacity as the ‘Tax Matters Partner’ of a partnership as referred to in Section 623l(a)(7)(A) of the Code. As of January 31, 2014, the Tax Matters Partner shall be TA Class A Member.

(b)    The Board of Managers shall be composed of four (4) members (the ‘Board Members’).As of January 31, 2014, the four members of the Board of Managers shall initially be Gregory M. Venner, Terence E. Block, Robert V. Vitale, and James L. Holbrook, and each shall serve as provided for in Section 3.12, or until the holders of a majority of the Company’s outstanding membership interests shall duly vote to replace any or all of them. The members of the Board of Managers shall be elected by the holders of a majority of the outstanding membership interests.

4.    The first sentence of Section 3.2 is hereby amended by deleting such first sentence of Section 3.2 in its entirety and substituting in lieu thereof a new first sentence of Section 3.2 to read as follows:

“The Board of Managers shall possess and may exercise full, complete and exclusive right, power and authority to manage and conduct the business of the Company as the Board of Managers shall reasonably determine to be necessary, appropriate, advisable or convenient to carry on the business for which the Company was formed, in each case without the need to consult with or obtain the consent, authorization or approval of any Member or any other Person except as expressly set forth herein.”

5.    Section 3.3 regarding “Class A Unit Approval Rights” is hereby deleted in its entirety.

6.    Section 3.4 regarding “TA Board Member Approval Rights” is hereby deleted in its entirety.

7.    Section 3.5 regarding “Class C Unit Approval Rights” is hereby deleted in its entirety.

8.    Section 3.7 is hereby amended by deleting existing Section 3.7 in its entirety and substituting in lieu thereof a new Section 3.7 to read as follows:

“3.7Regular Meetings.The Board of Managers shall meet at such times and places as shall be designated from time to time by resolution of the Board of Managers. Notice of each regular meeting shall be given to Board Members either personally, by facsimile or by electronic mail at least five (5) days before each such regular meeting.”

9.    The first sentence of Section 3.10 is hereby amended by deleting such first sentence of Section 3.10 in its entirety and substituting in lieu thereof a new first sentence of Section 3.10 to read as follows:

“At all meetings of the Board of Managers, a majority of the Board Members then in office, which shall include at least two (2) of the Board Members, shall be necessary to constitute a quorum for the transaction of business (a ‘Quorum’)and the acts of a majority of the Board Members present at a meeting at which a Quorum is present shall be the acts of the Board of Managers.”

10.    The first sentence of Section 3.12 is hereby amended by deleting such first sentence of Section 3.12 in its entirety and substituting in lieu thereof a new first sentence of Section 3.12 to read as follows:

“Each of the Board Members shall hold office until his or her death, resignation or removal as provided herein.”

11.    Section 3.14 is hereby amended by deleting existing Section 3.14 in its entirety and substituting in lieu thereof a new Section 3.14 to read as follows:

“3.14Committees.The Board of Managers may delegate any of its duties or responsibilities to one or more committees of the Board of Managers. The members of each such committee shall be Board Members who are not employees or officers of the Company.”

12.    Section 5.1(a) is hereby amended by deleting existing Section 5.l(a) in its entirety and substituting in lieu thereof a new Section 5.l(a) to read as follows:

“    (a)    Subject to compliance with the Company’s obligations and covenants to its lenders and the obligations contained in Section 5.2, and except as otherwise specified in Section 12.4, Net Cash From Operations, if any, shall, at the election of the Board of Managers, be used in the ordinary course of business or be distributed to the Members in proportion to their Interest Percentage.”

13.    The introduction of Section 5.l(b) is hereby amended by deleting such introduction of Section 5.l(b) in its entirety and substituting in lieu thereof a new first sentence of Section 5.l(b) to read as follows:

“Except as otherwise provided in Section 12.4and subject to the obligations contained in Section 5.2., Net Cash From a Liquidity Event shall be distributed to the Members as promptly as practicable after the consummation of such Liquidity Event (but in no event later than two (2) days thereafter) as follows:”

14.    The first sentence of Section 5.1(d) is hereby amended by deleting such first sentence of Section 5.l(d) in its entirety and substituting in lieu thereof a new first sentence of Section 5.l(d) to read as follows:

“In the event that any distribution contemplated hereunder will include property other than cash, any cash and non-cash property shall be distributed to the Members in the same order and priority set forth in Section 5.l(a)or (b), as applicable, on the basis of the net fair market value of such non-cash property as determined in good faith by the Board of Managers and if such parties cannot agree within (i) in the case of a distribution pursuant to Section 5.l(b)thirty (30) days of the closing of such Liquidity Event or (ii) in the case of a distribution pursuant to Section 5.l(a), within thirty (30) days of the date upon which the Board of Managers approves the distribution, by an Independent Appraiser pursuant to the mechanism set forth in Section 6.10(b);provided, however, that in the event that the Company has previously distributed Net Cash from Operations in the form of cash, the amount of the distribution in respect of the Class A Units that takes the form of cash shall be increased by an amount equal to the lesser of (i) the amount of any Net Cash from Operations previously distributed to the Class C Units and the Class D Units, and (ii) all of the cash available for distribution (the ‘Cash Catch Up’).”

15.    Section 6.9 regarding “Preemptive Rights” is hereby deleted in its entirety.

16.    Section 6.10 regarding “Redemption of Class A Units and Class B Units” is hereby deleted in its entirety.

17.     Section 6.13 regarding “Structure of a Sale of Units by TA” is hereby deleted in its entirety.

18.    Section 7.4Ca)(ii) is hereby deleted in its entirety.

19.    The second sentence of Section 7.4(b)(ii) is hereby deleted in its entirety.

20.    Section 7.4(c) regarding “Rights of Refusal” is hereby deleted in its entirety.

21.    Section 7.4(d) regarding “Co-Sale Option of Members” is hereby deleted in its entirety.

22.    The second and third sentences of Section 9.5(a) are hereby amended by deleting such second and third sentences of Section 9.5(a) in its entirety and substituting in lieu thereof new second and third sentences of Section 9.5(a) to read as follows:

“The Board of Managers shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, deduction, loss and credit or any other method or procedure related to the preparation of such tax returns. In addition, the Board of Managers may cause the Company to make (or refrain from making) any and all tax elections permitted by such tax laws, except to the extent an election is required pursuant to Section 5.4”

23.    Section 11.3 regarding “All Amendments Require Approval of Board of Managers” is hereby deleted in its entirety.

24.    Section 11.4(a) is hereby amended by deleting existing Section 11.4(a) in its entirety and substituting in lieu thereof a new Section 11.4(a) to read as follows:

“    (a)    The Board of Managers shall cause the Certificate to be amended and/or restated at such time or times, to such extent and in such manner as may be required by the Act.”

25.     Section 12.3 is hereby amended by deleting existing Section 12.3 in its entirety and substituting in lieu thereof a new Section 12.3 to read as follows:

“    12.3Compensation of Liquidator. The Liquidator shall be entitled to receive such compensation from the Company (but only from the Company’s assets) as may be determined by the Board of Managers.”

26.     Exhibit A of the Operating Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto.

27.     Except as expressly amended hereby, the Operating Agreement shall remain in full force and effect.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Amended and Restated Limited Liability Company Agreement of Dymatize Enterprises, LLC as of the date first written above.

CLASS A MEMBER:
TA/DEI-A ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary
CLASS B MEMBERS:
TA/DEI-B1 ACQUISITION CORP.		TA/DEI-B2 ACQUISITION CORP.
By:	/s/ Diedre J. Gray	By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray	Name:	Diedre J. Gray
Title:	Secretary	Title:	Secretary
TA/DEI-B3 ACQUISITION CORP.
By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray
Title:	Secretary
CLASS C MEMBER:		CLASS D MEMBER:
DYMATIZE HOLDINGS, LLC		DYMATIZE HOLDINGS, LLC
By:	Post Holdings, Inc., its sole member	By:	Post Holdings, Inc., its sole member
By:	/s/ Diedre J. Gray	By:	/s/ Diedre J. Gray
Name:	Diedre J. Gray	Name:	Diedre J. Gray
Title:	SVP, General Counsel and Secretary	Title:	SVP, General Counsel and Secretary

[SIGNATURE PAGE TO SECOND AMENDMENT

TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DYMATIZE ENTERPRISES, LLC]

EXHIBIT A

MEMBER INTERESTS; COMPANY CAPITALIZATION

Member	Class and Number of Units Held	Interest Percentage
TA/DEI-A Acquisition Corp.	6,268,894 Class A Units	62.94245%
TA/DEI-Bl Acquisition Corp.	91,293 Class B Units	0.91662%
TAIDEI-B2 Acquisition Corp.	437,242 Class B Units	4.39010%
TA/DEI-B3 Acquisition Corp.	I 0,571 Class B Units	0.10614%
Dymatize Holdings, LLC (f/k/a Post Acquisition Sub III, LLC)	2,550,638 Class C Units	25.60952%
Dymatize Holdings, LLC (f/k/a Post Acquisition Sub III, LLC)	601,086 Class D Units	6.03517%
	*Zero Class Cl Units outstanding*

EXECUTION COPY

FIRST AMENDMENT TO THE

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

DYMATIZE ENTERPRISES, LLC

This First Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Dymatize Enterprises, LLC, a Delaware limited liability company (the “Company”), dated as of December 23, 2010 (the “Operating Agreement”) is entered into on this 6th day of April, 2012 (the “Effective Date”) by and among the Company, TA/DEI-A Acquisition Corp. (the “Class A Member”) and Dymatize Management Holdings, Inc., a Delaware corporation (the “Class C Member”). Capitalized terms not defined herein have the meanings ascribed to such terms in the Operating Agreement.

WHEREAS, pursuant to Section 7.16 of the Amended and Restated Senior Subordinated Note Purchase Agreement by and among the Company, TA Associates, L.P., a Delaware limited partnership, and the parties designated as Purchasers and Guarantors thereunder, dated as of March 13, 2012, the Company agreed to issue Class B Units in an aggregate amount equal to 1.0% of the Company’s limited liability company interests, on a fully diluted basis and on a pro-rata basis, to TA/DEI-B1 Acquisition Corp., TA-DEI/B-2 Acquisition Corp. and TA-DEI/B3 Acquisition Corp., and pursuant to Section 10 of the Amended and Restated Subordinated Promissory Note of the Company by and among the Company, Custom Nutriceutical Laboratories, LLC, a Delaware limited liability company, and the Class C Member, the Company agreed to issued Class C Units in an amount equal to 0.0747% of the Company’s limited liability interests, on a fully diluted basis, to the Class C Member (collectively, the “Issuance”);

WHEREAS, this Amendment and the issuance of the additional Class B Units and Class C Units were approved by (i) a written member consent of the Class A Member pursuant to Section 3.3 of the Operating Agreement and (ii) a unanimous written consent of the Board of Managers of the Company pursuant to Sections 3.2 and 11.3 of the Operating Agreement; and

WHEREAS, the Class A Member and the Class C Member deem it in the best interest of the Company to make certain amendments to the Operating Agreement of the Company and to waive any preemptive rights with respect to the Issuance;

NOW THEREFORE, the Company, the Class A Member and the Class C Member hereby agree to amend the Operating Agreement of the Company as follows:

1.    Section 2.7(a)(ii) is hereby amended by deleting existing Section 2.7(a)(ii) in its entirety and substituting in lieu thereof a new Section 2.7(a)(ii) to read as follows:

(ii)    Class B Units. The Class B Units shall initially be held by the TA Class B Members. The Class B Units shall have all the rights, privileges and obligations as are specifically provided for in this Agreement for Class B Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue 539,106 Class B Units.

2.    Section 2.7(a)(iii) is hereby amended by deleting existing Section 2.7(a)(iii) in its entirety and substituting in lieu thereof a new Section 2.7(a)(iii) to read as follows:

(iii)    Class C Units. The Class C Units shall initially be held by Management Holdco. The Class C Units shall have all the rights, privileges and obligations as are specifically provided for in this Agreement for Class C Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue 2,550,638 Class C Units. For the sake of clarity, the Class C Units are separate and distinct from the Class C1 Units and are not included in any reference thereto.

3.    Exhibit A of the Operating Agreement is hereby deleted and is replaced in its entirety by new Exhibit A attached hereto.

4.    Except as expressly amended hereby, the Operating Agreement shall remain in full force and effect.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Amended and Restated Limited Liability Company Agreement of Dymatize Enterprises, LLC as of the date first written above.

COMPANY
DYMATIZE ENTERPRISES, LLC
By:	/s/ Michael Casid
Name:	Michael Casid
Title:	Chief Executive Officer
CLASS A MEMBER
TA/DEI-A ACQUISITION CORP.
By:	/s/ William D. Christ
Name:	William D. Christ
Title:	President
CLASS C MEMBER
DYMATIZE MANAGEMENT HOLDINGS, INC.
By:	/s/ Theodore Casey
Name:	Theodore Casey
Title:	Chief Executive Officer

[Signature Page to First Amendment to Amended and Restated Limited Liability Company Agreement]

EXHIBIT A

MEMBER INTERESTS; COMPANY CAPITALIZATION

Member	Class and Number of Units Held	Interest Percentage
TA/DEI-A Acquisition Corp.	6,268,894 Class A Units	63.91197%
TA/DEI-B1 Acquisition Corp.	91,293 Class B Units	0.93074%
TA/DEI-B2 Acquisition Corp.	437,242 Class B Units	4.45773%
TA/DEI-B3 Acquisition Corp.	10,571 Class B Units	0.10777%
Dymatize Management Holdings, Inc.	2,550,638 Class C Units	26.00400%
Dymatize Enterprises Equity Plan, LLC	450,000 Class D Units	4.58779%
	*Zero Class C1 units outstanding*

[Exhibit A to Dymatize Enterprises, LLC Limited Liability Company Agreement]

EXECUTION COPY

DYMATIZE ENTERPRISES, LLC

(a Delaware limited liability company)

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF DECEMBER 23, 2010

CERTAIN OF THE LIMITED LIABILITY COMPANY INTERESTS IN DYMATIZE ENTERPRISES,

LLC MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE BOARD OF MANAGERS OR

OTHERWISE AS PROVIDED HEREIN.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
1.1	Definitions	2
1.2	Terms Defined Elsewhere	11
ARTICLE II FORMATION; NAME; PURPOSE; STATUS AND DURATION; REGISTERED OFFICE AND REGISTERED AGENT; PRINCIPAL OFFICE; REDEMPTION; CAPITALIZATION		13
2.1	Formation	13
2.2	Name	13
2.3	Purpose	13
2.4	Status and Duration	13
2.5	Registered Office and Registered Agent; Principal Office	13
2.6	Loan; Redemption	14
2.7	Capitalization	14
ARTICLE III BOARD OF MANAGERS		17
3.1	The Board of Managers	17
3.2	Rights, Powers and Authority of the Board of Managers	17
3.3	Class A Unit Approval Rights	18
3.4	TA Board Member Approval Rights	20
3.5	Class C Unit Approval Rights	21
3.6	Place of Meetings	21
3.7	Regular Meetings	21
3.8	Special Meetings	21
3.9	Notices of Meetings	21
3.10	Quorum	22
3.11	Action by Board of Managers	22
3.12	Term of Office; Resignation; Removal	22
3.13	Vacancies	23
3.14	Committees	23
3.15	Duties and Liability of Board of Managers	23
3.16	Rights of Members	24
3.17	Non-Exclusivity; Conflicts of Interest	24
3.18	Expenses of the Board of Managers	24
3.19	Appointment of Officers	24
3.20	Officers	24
ARTICLE IV CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; LOANS		25
4.1	Capital Contributions	25
4.2	Capital Accounts	26
4.3	Profits, Losses and Tax Items	26
4.4	Adjustments for Class D Units	26

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4.5	Loans	26
4.6	Taxation as a Partnership	26
ARTICLE V DISTRIBUTIONS		26
5.1	Distributions in General	26
5.2	Tax Distributions	28
5.3	Treatment of Taxes Withheld	29
5.4	Section 754 Election	30
5.5	Receipt of Unlawful Distribution	30
ARTICLE VI THE MEMBERS		30
6.1	Admission of Members	30
6.2	Investment Representations	30
6.3	Members Have No Personal Liability and Are Not Partners	31
6.4	Members May Not Withdraw Capital from the Company	31
6.5	Members Withdrawal from the Company	32
6.6	Members Have No Right to Partition Company Property	32
6.7	No Appraisal Rights	32
6.8	No Involuntary Removal of Members	32
6.9	Preemptive Rights	32
6.10	Redemption of Class A Units and Class B Units	33
6.11	Drag-Along Rights	35
6.12	Conversion to a Corporation	36
6.13	Structure of a Sale of Units by TA	38
ARTICLE VII UNITS		38
7.1	Nature of Units	38
7.2	Ownership of Units	39
7.3	Admission of Additional Members; Issuance of Units	39
7.4	Transfers of Units	39
7.5	Prohibited Transfers	46
7.6	Legend	46
7.7	Distributions and Allocations with Respect to Transferred Units	47
7.8	Voting	47
7.9	Meetings of Members	47
ARTICLE VIII CONFIDENTIALITY		49
8.1	General Rule of Confidentiality	49
8.2	Exceptions to General Rule of Confidentiality	50
8.3	Company's Right to Injunctive Relief	50
8.4	Intellectual Property	51
ARTICLE IX RECORDS AND ACCOUNTING; REPORTS		51
9.1	Company Records	51
9.2	Accounting Methods	51

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9.3	Expense Accruals; Reserves	51
9.4	Reports	51
9.5	Tax Returns	52
ARTICLE X INDEMNIFICATION		52
10.1	Indemnification	52
10.2	Reliance on Acts of Board of Managers	55
ARTICLE XI AMENDMENT		55
11.1	Amendments Not Requiring Consent of Members	55
11.2	Amendment Requiring Consent of the Class C Members	55
11.3	All Amendments Require Approval of Board of Managers	56
11.4	Amendments of Certificate	56
ARTICLE XII DISSOLUTION AND WINDING UP; REORGANIZATION TRANSACTIONS AND DISPOSITIONS		56
12.1	Dissolution Events	56
12.2	Winding Up	57
12.3	Compensation of Liquidator	58
12.4	Distribution of Property and Proceeds of Sale Thereof	58
12.5	Final Audit	59
12.6	Deficit Capital Accounts	59
ARTICLE XIII MISCELLANEOUS		60
13.1	Construction and Governing Law	60
13.2	Counterparts	62
13.3	Binding Effect	62
13.4	Survival; Remedies for Breach; Effect of Waiver or Consent	62
13.5	Further Assurances	63
13.6	Indirect Action	63

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

DYMATIZE ENTERPRISES, LLC

(a Delaware limited liability company)

PRELIMINARY STATEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of December 23, 2010, by and among each Member of Dymatize Enterprises, LLC, a Delaware limited liability company (together with any successors thereto, the “Company”), as of the date and time of execution hereof.

WHEREAS, the Company was organized as an S-corporation in the State of Texas (the “Predecessor”);

WHEREAS, the Predecessor converted from a Texas S-corporation to a Delaware limited liability company by filing a certificate of conversion and a certificate of formation of the Company in the office of the Secretary of State of the State of Delaware on December 21 , 2010 (the “Conversion”);

WHEREAS, following the Conversion, the members of the Company entered into a limited liability company agreement (the “Original Agreement”) pursuant to which each then current member (an “Original Member”) was issued units representing such Original Member’s equity interest in the Company (the “Original Units”);

WHEREAS, on the date hereof, (i) each Original Unit of the Company was split into 6.35991 Class A Units, 0.44438 Class B Units, 2.58001 Class C Units and .0001014518 Class C 1 Units (the “Unit Split”); (ii) the TA Class A Member completed the purchase of 6,268,894 Class A Units from Management Holdco and (ii) the TA Class B Members completed the purchase of an aggregate of 438,019 Class B Units from Management Holdco, in each case, pursuant to the terms of the UPA;

WHEREAS, following the foregoing transactions, (i) certain funds managed by TA Associates (the “Lender”) made a loan of $32,057, 1 72. 1 1 (the “Debt”) to the Company pursuant to that certain Senior Subordinated Note Purchase Agreement, dated as of the date hereof, by and among the Company, each of its Subsidiaries and the Lender (the “Note Purchase Agreement”) and (ii) the Company used the proceeds from the Debt, net of (i) any expenses required to be paid off under the Note Purchase Agreement and (ii) the TA Members’ expenses required to be paid off hereunder (the “Adjusted Debt Proceeds”), to redeem all 100 of the Company’s outstanding Class Cl Units (the “Redeemed Units”) from Management Holdco (the “Redemption”); and

1

WHEREAS, the Original Members desire to amend and restate the Original Agreement and the parties hereto desire to enter into this Agreement to: (i) set forth their respective interests, rights, powers, authority, duties, responsibilities, liabilities and obligations in and with respect to the Company, as well as the respective interests, rights, powers, authority, duties, responsibilities, liabilities and obligations of Persons who may hereafter become Members in accordance with the provisions hereof; and (ii) provide for the management and conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions. Capitalized terms used in this Agreement have the meanings given them in this Section 1.1.

“1933 Act” means the Securities Act of 1933.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 et seq.

“Adjusted Capital Account” means with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant taxable year, after: (a) crediting to such Capital Account any amounts that such Member is obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations (or is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations); and (b) debiting to such Capital Account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly controlling, controlled by or under control with such Person; (ii) any Person owning or controlling 10% or more of the outstanding voting interests of such Person; (iii) any officer, director, manager, trustee or general partner of such Person; or (iv) any Person who is an officer, director, trustee, general partner or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.

“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

(i) To each Member’s Capital Account there will be credited such Member’s Capital Contributions, such Member’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to this Agreement, and the amount of any Company liabilities assumed by such Member or which are secured by assets distributed to such Member.

(ii) To each Member’s Capital Account there will be debited the amount of cash and the Gross Asset Value of any assets distributed to such Member pursuant to any provision of this Agreement, such Member’ s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to this Agreement, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

2

(iii) In the event all or a portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee will succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

(iv) In determining the amount of any liability for purposes of clauses (i) and (ii) above, there will be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and will be interpreted and applied in a manner consistent with such Regulations. In the event the Board of Managers reasonably determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Company or Members), are computed in order to comply with such Regulations, the Board of Managers may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Section 12.4 of the Agreement upon the dissolution of the Company. The Board of Managers also will (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Agreement or Appendix A to the Agreement not to comply with Regulations Section 1.704-1 (b).

“Capital Contribution” means any contribution to the capital of the Company in the form of cash or, if the Board of Managers determines to accept a contribution to the capital of the Company in the form of property other than cash, such other property. For the avoidance of doubt, any capital contributed as a loan by any Member or Affiliate of any Member shall not be deemed a Capital Contribution.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) including, without limitation, partnership or membership interests (including any components thereof such as capital accounts, priority returns or the like) in a limited partnership or limited liability company and any and all warrants, rights or options to purchase any of the foregoing.

“Certificate” means the Certificate of Formation of the Company as originally filed in the office of the Secretary of State of the State of Delaware and as subsequently amended and/or restated from time to time in accordance with the provisions hereof and the Act.

3

“Class A Units” mean the units of Class A membership Interests described in Section 2.7(a)(i) and having the rights and privileges specified herein.

“Class B Units” mean the units of Class B membership Interests described in Section 2.7(a)(ii) and having the rights and privileges specified herein.

“Class C Units” mean the units of Class C membership Interests described in Section 2.7(a)(iii) and having the rights and privileges specified herein.

“Class Cl Units” mean the units of Class C membership Interests described in Section 2.7(a)(iv) and having the rights and privileges specified herein.

“Class D Units” mean the units of Class D membership Interests described in Section 2.7(a)(v) and having the rights and privileges specified herein.

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

“Company Minimum Gain” has the meaning set forth for “partnership minimum gain” in §1.704-2(b)(2) of the Regulations.

“Company Property or Properties” means all interests, properties (whether real, personal or mixed) and rights of any type owned or held by or for the account of the Company, whether owned or held by or for the account of the Company at the date of its formation or thereafter acquired.

“Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes as of the beginning of such year or other period, Depreciation will be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation will be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board of Managers.

“Entity” means any domestic or foreign corporation, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, government (or political subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity.

“Equity Incentive Plan” shall mean the Dymatize Enterprises 2010 Equity Incentive Plan in the form attached hereto as Exhibit B.

“Fair Market Value” of any asset at any time means the fair market value of the asset in question, as determined in the good faith judgment of the Board of Managers (including the TA Board Members).

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“Family” means a spouse, issue (whether natural or adopted), sibling or parent.

“GAAP” means U.S. generally accepted accounting principles applied on a consistent basis.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Member to the Company will be the gross fair market value of such asset, as determined by the contributing Member and the Board of Managers;

(ii) The Gross Asset Values of all Company assets will be adjusted to equal their respective gross fair market values, as determined by the Board of Managers, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of assets as consideration for an interest in the Company; (e) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (d) the liquidation of the Company within the meaning of Regulations Section l.704-l(b)(2)(ii)(g); but only if the Board of Managers (including a majority of the TA Board Members) reasonably determines that such adjustments are necessary to properly reflect the Member’s interests in the Company (within the meaning of the concept of the “partners’ interests in the partnership” set forth in Treasury Regulation Section 1 .704-1 (b)(3));

(iii) The Gross Asset Value of any Company asset distributed to any Member will be the gross fair market value of such asset on the date of distribution; and

(iv) The Gross Asset Values of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1 .704- 1 (b)(2)(iv)(m) and Section 1 .3(g) of Appendix A; provided, however, that Gross Asset Values will not be adjusted pursuant to this clause (iv) to the extent the Board of Managers (including a majority of the TA Board Members) determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clauses (i), (ii), or (iv) above, such Gross Asset Value will thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

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“Indebtedness” means with respect to any Person, (i) any liability, contingent or otherwise, of such Person (whether matured or unmatured) (A) for borrowed money (whether or not recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (B) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, (C) for any letter of credit, swap agreement or performance bond in favor of such Person, (D) for the payment of money relating to a capitalized lease obligation, (E) for any purchase price associated with any acquisition of assets or business (including any deferred purchase price, assumption of Indebtedness, non-competition payments or other forms of consideration), or (F) that would be classified as indebtedness on a balance sheet under GAAP; (ii) any liability of others of the kind described in the preceding clause (i), which the Person has guaranteed or which is otherwise its legal liability, contingent or otherwise; and (iii) any and all deferrals, renewals, extensions or refinancing of, or amendments, modifications of supplements to, any liability of the kind described in any of the preceding clauses (i) or (ii).

“Independent Appraiser” means, with respect to any appraisal proceeding, a nationally or regionally recognized investment banking firm.

“Initial Unit Capital” means for any Class A Unit, Class B Unit and Class C Unit owned as of the date hereof by a Member, an amount equal to $88,532,367 divided by the total number of Class A Units, Class B Units and Class C Units outstanding as of the date hereof.

“Interest Percentage” means, with respect to any Member, the Interest Percentage set forth on Exhibit A of this Agreement, as adjusted from time to time in accordance with Sections 7.2 and 7.3.

“Interests” of a Member at a particular time means the interests representing such Member’s interest, rights, powers and authority in and with respect to the Company at such time that are specified with respect to Interests in this Agreement, which Interests shall be represented by Units. Such interest, rights, powers and authority include: (i) such Member’s share of the profits and losses of the Company, and such Member’s right to receive distributions and to withdraw assets from the Company, pursuant to the provisions of this Agreement; and (ii) such Member’s other rights, powers and authority in respect of the Company under this Agreement.

“Liquidation” shall mean any liquidation, dissolution or winding up, voluntary or involuntary, of the Company.

“Liquidity Event” means, whether occurring through one transaction or a series of related transactions, any of the following: (i) the completion of a public offering of Capital Stock (or securities convertible into Capital Stock) of the Company; (ii) a merger or consolidation of the Company with or into another entity (the effect of which is that parties that did not beneficially own a majority of the voting power (or economic interests) of the outstanding Capital Stock of the Company immediately prior to such merger or consolidation beneficially own at least a majority of the outstanding voting power (or economic interests) of the surviving or consolidated entity immediately after such event); (iii) the sale or transfer of all or substantially all of the assets of the Company; (iv) any purchase by any party (or group of affiliated parties), other than the TA Members or any of their Affiliates, of Capital Stock of the Company (either through a negotiated purchase or a tender offer), the effect of which is that the parties that beneficially owned a majority of the voting power (or economic interests) of the outstanding Capital Stock of the Company immediately prior to such purchase no longer beneficially own at least a majority of such voting power (or economic interests) immediately after such purchase; (y) the redemption or repurchase of securities representing a majority of the voting power (or economic interests) of the outstanding Capital Stock of the Company; (vi) any other change of control of more than 50% of the outstanding voting power (or economic interests) of the Company (including any acquisition of the ability to appoint at least a majority of the members of the Board of Managers of the Company); or (vii) a liquidation, dissolution or winding up of the Company.

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“Losses,” of a Person, means any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, amounts paid in settlement, and other amounts actually and reasonably paid or incurred by such Person in connection with any Proceeding, that relate, directly or indirectly, to acts or omissions (or alleged acts or omissions) of such Person in connection with the formation, business or operations of the Company (including the admission, by the Company, of any Member) and in which such Person may be involved, or is threatened to be involved, as a party, witness or otherwise, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion.

“Management Holdco” means Dymatize Management Holdings, Inc., a Delaware corporation.

“Member,” as of a particular time, means: (i) the Persons identified on Exhibit A who have executed this Agreement or a counterpart hereof and (ii) each other Person who becomes a Member in accordance with the provisions of Article VII; provided that the Person has not withdrawn from the Company as a Member pursuant to the provisions of Section 6.5 and has not ceased to be a Member pursuant to the provisions of Article VII.

“Net Cash From a Liquidity Event” means the net cash proceeds to the Company in connection with a Liquidity Event (after reduction for all attendant costs, sales commissions, expenses and any amounts applied to pay or repay any indebtedness of the Company in connection with the transaction), less any portion thereof used to establish or fund reserves, as determined by the Board of Managers in its sole discretion. Net Cash from a Liquidity Event shall include all principal and interest payments with respect to any note or other obligation received by the Company in connection with a Liquidity Event. Notwithstanding anything to the contrary in the foregoing, Net Cash from a Liquidity Event shall not include Net Cash from Operations.

“Net Cash From Operations” means the gross cash from Company operations, including, without limitation, operating income, fees, interest and other income attributable to the Company’s business including, without limitation, the cash proceeds from any issuance by the Company or its Subsidiaries of any debt or equity securities not issued in connection with any Sale Transaction, less the portion thereof used to pay or establish reserves for all Company expenses, payments, capital expenditures and improvements, working capital, replacements and contingencies, all as determined by the Board of Managers in its sole discretion.

Notwithstanding anything to the contrary in the foregoing, Net Cash from Operations shall not include Net Cash from a Liquidity Event.

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“Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(b)(1) and i .704-2(i)(c) of the Regulations. The amount of Nonrecourse Deductions for any Taxable Year equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year over the aggregate amount of any distributions during that Taxable Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of Sections 1 .704-2(c) and (d) of the Regulations.

“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Notification,” to a Person, means a written notice that is deemed to be duly given to such Person on the date of delivery if delivered in person to such Person, sent to such Person by facsimile transmission or reputable overnight courier, or mailed to such Person by registered or certified mail (first class postage prepaid, return receipt requested), as demonstrated by records confirming such delivery. Any Notification required or permitted to be given to the Company shall be sent to the principal office of the Company, or to such other address or facsimile number as the Board of Managers may specify in a Notification given to all other Members. Any Notification required or permitted to be given to a Member or Board Member shall be sent to such Member or Board Member at such address or to such facsimile number as such Member or Board Member may notify the Company by way of a Notification.

“Partner Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1 .704-2(i)(3) of the Regulations.

“Partner Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Partner Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(i)(1) of the Regulations. The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any Taxable Year equals the excess, if any, of the net increase, if any, in the amount of Partner Minimum Gain attributable to such Partner Nonrecourse Debt during that Taxable Year over the aggregate amount of any distributions during that Taxable Year to the Member that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributed to such Partner Nonrecourse Debt, determined in accordance with Sections 1 .704-2(i)(2) and (3) of the Regulations.

“Person” means any natural person, whether acting in an individual or representative capacity, or any Entity.

“Proceeding” means any claim, demand, action, suit or proceeding (including any action by or in the right of the Company), civil, criminal, administrative or investigative, by or before court, arbitrator, mediator, governmental body or agency or self-regulatory organization.

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“Profits and Losses” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) will be included in taxable income or loss), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses will be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(1), and not otherwise taken into account in computing Profits or Losses will be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted, the amount of such adjustment will be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of assets with respect to which gain or loss is recognized for federal income tax purposes will be computed by reference to the Gross Asset Value of the assets disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account Depreciation for such fiscal year or other period; and

(vi) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 1.3 or 1.4 of Appendix A of this Agreement will not be taken into account in computing Profits or Losses.

“Qualified Public Offering” means the consummation of a firm-commitment underwritten public offering under the Securities Act of Capital Stock of NewCo pursuant to which (i) NewCo would receive at least $75,000,000 of gross proceeds and (ii) NewCo’s Capital Stock would be traded on either the New York Stock Exchange or the NASDAQ National Market.

“Regulations” or “Treasury Regulations” means the final and temporary income tax regulations promulgated under the Code and may, if the Board of Managers so determines, include proposed income tax regulations.

“Redemption Agreement” means that certain Redemption Agreement, dated as of the date hereof, by and between the Company and Management Holdco.

“Sale Transaction” means (a) any merger, consolidation, recapitalization, sale or transfer of Units or other transaction or series of related transactions in which the Members immediately prior to such transaction do not own a majority of the equity of the surviving entity after the closing of such transaction or (b) a sale or disposition of all or substantially all of the Company’s assets (including its Subsidiaries, taken as a whole) to any Person.

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“Securities Laws” means any one or more of the 1933 Act and the Securities Exchange Act of 1934.

“Shareholders” means Theodore Casey, Michael Casid, Brad Cooke and their respective Affiliates and assigns.

“Subsidiary” means any corporation more than 50% of the outstanding voting securities of which, or any partnership, joint venture or other entity more than 50% of the total equity interest of which, is directly or indirectly owned by the Company or any other entity otherwise controlled by or under common control with the Company.

“TA Associates” means TA Associates, Inc., a Delaware corporation.

“TA Class A Member” means TA/DEI-A Acquisition Corp., a Delaware corporation.

“TA Class B Members” means TA/DEI-Bl Acquisition Corp., a Delaware corporation, TA/DEI-B2 Acquisition Corp., a Delaware corporation and TA/DEI-B3 Acquisition Corp., a Delaware corporation.

“TA Indirect Member” means any stockholder of the TA Class A Member or TA Class B Members, in each case, as of the date of determination.

“TA Majority Interest” means the approval by the TA Members holding a majority of the aggregate Units then held by TA Members.

“TA Members” means the TA Class A Member and the TA Class B Members, collectively, and any transferee of either or successor in interest to either.

“Taxable Year” means the taxable year of the Company for federal income tax purposes, which shall initially be the calendar year unless otherwise required by law.

“Taxes” means any federal, state, local, foreign or other taxes, including without limitation income taxes, estimated taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, withholding taxes, stamp taxes, transfer taxes and property taxes, whether or not measured in whole or in part by net income.

“Transfer,” whether such word is used as a noun or a verb or in adjectival form, means any transaction in which a Person assigns or purports to assign an Interest, or an interest therein, to another Person, and includes any transfer, sale, assignment, gift, exchange, pledge, mortgage or hypothecation, or any other conveyance, disposition or encumbrance, of an Interest or an interest therein, or any swap or other derivative transaction based on the value or change in the value of an Interest, whether voluntary, involuntary or by operation of law.

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“Units” means Class A Units, Class B Units, Class C Units and/or Class D Units, as the context requires. For the sake of clarity, following the Redemption, the Class C1 Units shall be retired forever and therefore are not included in the definition of Units.

“UPA” means that certain Unit Purchase Agreement, by and among the Company, the TA Members and the other parties thereto, dated as of the date hereof.

1.2Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:

“Additional Member” Section 7.3

“Adjusted Debt Proceeds” Preliminary Statement

“Agreement” Preliminary Statement

“Assignee” Section 7.4(e)

“Assumed Tax Rate” Section 5.3(d)

“Blocker Stock” Section 6.10(d)

“Board Members” Section 3.1(a)

“Board of Managers” Section 3.1(a)

“Buyer” Section 7.4(c)

“Class A Put Member” Section 6.10(a)

“Class A Put Units” Section 6.10(a)

“Class A Redemption Price” Section 6.10(a)

“Class B Put Member” Section 6.10(a)

“Class B Put Units” Section 6.10(a)

“Class B Redemption Price” Section 6.10(a)

“Co-Sale Acceptance Notice” Section 7.4(d)(ii)

“Co-Sale Election Period” Section 7.4(d)(ii)

“Co-Sale Notice” Section 7.4(d)(i)

“Co-Sale Option” Section 7.4(d)(i)

“Company” Preliminary Statement

“Company Acceptance Notice” Section 7.4(c)(ii)

“Company Agreement” Section 7.6

“Company Books and Records” Section 9.1(a)

“Company Offer Notice” Section 7.4(c)(i)

“Company Option Period” Section 7.4(c)(ii)

“Confidential Information” Section 8.2

“Conversion” Preliminary Statement

“Corporate Conversion” Section 6.12(a)

“Convertible Security(ies)” Section 6.9(a)

“Debt” Preliminary Statement

“Disclosing Party” Section 8.1

“Dissolution Event” Section 12.1(a)

“Dragged Members” Section 6.11(a)

“Dragging Member(s)” Section 6.11(a)

“Dragging Members Price” Section 6.11(a)

“Entity Member” Section 7.4(b)(ii)

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“Entity Member Owner” Section 7.4(b)(ii)

“Fund Indemnitees” Section 10.2(h)

“Fund Indemnitees” Section 10.2(h)

“Income Amount” Section 5.3(a)

“Indemnified Person(s)” Section 10.2(a)

“Issuance” Section 7.3

“Liquidation Reserves” Section 12.2(b)(vii)

“Liquidator” Section 12.2(a)

“Major Member” Section 9.4

“Members Acceptance Notice” Section 7.4(c)(iii)

“Members Drag-Along Notice” Section 6.11(a)

“Members Offer Notice” Section 7.4(c)(ii)

“Members Option Period” Section 7.4(c)(iii)

“NewCo” Section 6.12(a)

“Non-Purchasing Member” Section 7.4(d)(i)

“Note Purchase Agreement” Preliminary Statement

“Offered Units” Section 7.4(c)(i)

“Participation Notice” Section 6.9(a)

“Permitted Purpose” Section 8.2(a)

“Permitted Transfer” Section 7.4(b)

“Permitted Transferee” Section 7.4(b)(iv)(D)

“Predecessor” Preliminary Statement

“Preferred” Section 6.12(b)

“Pre-Issuance Value” Section 2.7(c)(ii)

“Preemptive Members” Section 6.9(a)

“Preemptive Rights Notice” Section 6.9(a)

“Pro Rata Fraction” Section 7.4(c)(iv)

“Put Fair Market Value” Section 7.10(a)

“Put Member(s)” Section 7.10(a)

“Put Units” Section 7.10(a)

“Quorum” Section 3.9

“Receiving Party” Section 8.1

“Redeemed Units” Preliminary Statement

“Redemption” Preliminary Statement

“Redemption Date” Section 6.10(a)

“Redemption Price” Section 6.10(a)

“Remaining Units” Section 7.4(c)(ii)

“Representatives” Section 8.2(a)

“Reserves” Section 9.3(b)

“SEC” Section 14.1(e)

“Securities” Section 3.3(1)

“TA Board Members” Section 3.1(a)

“TA Debt Securities” Section 6.9(a)

“Tax Distributions” Section 5.2(a)

“Tax Estimation Period” Section 5.2(c)

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“Transaction Offer” Section 7.4(c)

“Transferring Member” Section 7.4(c)

“Valuing Appraiser” Section 6.10(b)

ARTICLE II

FORMATION; NAME; PURPOSE; STATUS AND DURATION; REGISTERED OFFICE

AND REGISTERED AGENT; PRINCIPAL OFFICE; REDEMPTION;

CAPITALIZATION

2.1Formation. The Company was formed as a limited liability company under the Act on December 21, 2010, pursuant to the filing of the Certificate in the office of the Secretary of State of the State of Delaware.

2.2Name. The name of the Company shall be “Dymatize Enterprises, LLC,” and the Board of Managers shall manage and conduct the business and affairs of the Company under that name or, to the extent permitted by applicable law, under such other name or names as the Board of Managers may determine from time to time.

2.3Purpose. The purpose of the Company is to: (a) engage in all lawful activities that the Board of Managers determines to be necessary, appropriate, advisable or convenient to carry on the foregoing activities, subject to the limitations and approval rights set forth herein and (b) to engage in any other operations, businesses or activities permitted under the Act and any other applicable law or regulation.

2.4Status and Duration. The Company is and shall continue to be a separate legal entity whose existence commenced upon the filing of the Certificate and whose existence shall continue until the Certificate is canceled. The Liquidator shall cause the Certificate to be canceled at the time and in the manner prescribed by Section 1 8-203 of the Act promptly after the conclusion of the winding up of the Company in accordance with the provisions of Article XII.

2.5Registered Office and Registered Agent; Principal Office.

(a)    The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the registered office initially named in the Certificate or such other office as the Board of Managers may designate from time to time in accordance with the Act.

(b)    The registered agent for service of process on the Company required by the Act to be maintained in the State of Delaware shall be the registered agent initially named in the Certificate or such other Person as the Board of Managers may designate from time to time in accordance with the Act.

(c)    The principal office of the Company shall be at its offices at 13737 N. Stemmons Fwy., Farmers Branch, TX 75234, or at such other place as the Board of Managers may designate from time to time; provided, however, that the Board of Managers shall give Notification to the Members of any change in the location of the principal office of the Company within ten (10) business days after the effective date of such change. The Company may have such other office or offices as the Board of Managers may designate from time to time.

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2.6Loan; Redemption. Prior to the execution and effectiveness of this Agreement, the authorized and outstanding capitalization of the Company, including a listing of the holders of outstanding equity interests, their holdings, are as set forth in Exhibit A. Upon and in connection with the execution of this Agreement by the parties hereto:

(a)    following completion of the Unit Split, (i) the TA Class A Member shall complete the purchase of 6,268,894 Class A Units from Management Holdco and (ii) the TA Class B Members shall complete the purchase of an aggregate of 438,019 Class B Units from Management Holdco, in each case, pursuant to the terms of the UPA;

(b)    the Company is borrowing the Debt pursuant to the Note Purchase Agreement;

(c)    the Company shall use the Adjusted Debt Proceeds to effect the Redemption pursuant to the terms of the Redemption Agreement;

(d)    the outstanding capitalization of the Company, after giving effect to the Unit Split and the transactions contemplated by the UPA and the Redemption, shall be as set forth in Exhibit A and Section 2.7 hereof, which outstanding Units are held as set forth on Exhibit A; and

(e)    immediately upon the consummation of the transactions described in the preceding clauses (a) through (d), the TA Class A member and the TA Class B Members shall be admitted as members of the Company holding Class A Units or Class B Units, as applicable, with all of the rights and privileges associated with such Units under this Agreement and applicable law, with each member of the Board of Managers appointed hereby, and each Member who is a party hereto approving each of the aforementioned transactions.

The Members, by executing this Agreement, hereby ratify’ and approve the transactions contemplated by this Agreement, the UPA, the Redemption, the Conversion and the Note Purchase Agreement.

2.7Capitalization.

(a)Classes of Units. Each Member shall hold an Interest. Each Member’s Interest shall be denominated in Units, and the relative rights, privileges, preferences and obligations with respect to each Member’s Interest and Units shall be determined under this Agreement and the Act based upon the number and the class of Units held by such Member with respect to his, her or its Interest. The number and the class of Units held by each Member on the date hereof is set forth opposite each Member’s name on Exhibit A. The classes of Units as of the date hereof are as follows: Class A Units, Class B Units, Class C Units, Class C1 Units and Class D Units. Upon execution of this Agreement, each unit of the Company outstanding prior to the execution of this Agreement shall be and hereby is split into 6.35991 Class A Units, 0.44438 Class B Units, 2.58001 Class C Units and 0.0001014518 Class Cl Units (all of which shall be retired in the Redemption). The Members shall have no right to vote on any matter, except as specifically set forth in this Agreement, or as may be required under the Act. Any such vote shall be at a meeting of the Members entitled to vote or in writing as provided herein.

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(i)Class A Units. Class A Units shall initially be held by the TA Class A Member. Class A Units shall have all the rights, privileges and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue up to 6,268,894 Class A Units.

(ii)Class B Units. The Class B Units shall initially be held by the TA Class B Members. The Class B Units shall have all the rights, privileges and obligations as are specifically provided for in this Agreement for Class B Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue up to 438,019 Class B Units.

(iii)Class C Units. The Class C Units shall initially be held by Management Holdco. The Class C Units shall have all the rights, privileges and obligations as are specifically provided for in this Agreement for Class C Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue up to 2,543,087 Class C Units. For the sake of clarity, the Class C Units are separate and distinct from the Class Cl Units and are not included in any reference thereto.

(iv)Class Cl Units. The 100 authorized Class Cl Units shall initially be held by Management Holdco. The Class Cl Units shall be retired in the Redemption and never reissued. For the sake of clarity, the Class C i Units are separate and distinct from the Class C Units and are not included in any reference thereto.

(v)Class D Units. Class D Units shall consist of those Units to be issued under the Equity Incentive Plan. Class D Units shall have all the rights, privileges, preferences, and obligations as are specifically provided for in this Agreement (including the Equity Incentive Plan) for Class D Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. The Company shall be authorized to issue up to 750,000 Class D Units.

(b)Class A Unit Preference. Holders of Class A Units shall be entitled to receive, with respect to each such Class A Unit effective from and after the date such Class A Unit is issued and outstanding, on a pari passu basis, and when, as and if declared by the Board of Managers out of funds legally available therefor with such other approvals as may be required hereunder, the preferential distributions and allocations specified in Section 5.1(b)(i) and to exercise the other rights and privileges specified herein.

(c)Issuance of Profits Interests.

(i)    Each Class D Unit is intended to be a profits interest within the meaning of Revenue Procedures 93-27 and 200 1 -43. Therefore, if immediately after issuance of the Class D Units, before the Company made any earnings and before any appreciation occurred in the value of the Company’s assets, the Company’s assets were sold at Fair Market Value and the proceeds distributed in a Liquidation in accordance with Section 12.4 hereof, the recipients would not be entitled to receive any share of the proceeds of such Liquidation in respect of the Class D Units.

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(ii)    At the time that a Class D Unit is issued, the Company shall determine the Fair Market Value of the Company’s assets (the “Pre-Issuance Value”). Notwithstanding anything to the contrary in this Agreement, (i) a Person who receives a Class D Unit pursuant to this Agreement as a profits interest shall not be allocated any portion of the Pre-Issuance Value that is ultimately realized by the Company from the sale or exchange of assets that were owned directly or indirectly by the Company on the date such Person received such Class D Unit and (ii) the amount of distributions made by the Company to a Person with respect to such Class D Unit (exclusive of amounts paid or distributed to such Person as guaranteed payments or compensation for services) shall be no greater than the sum of (A) such Person’s Interest Percentage in Profits and Losses arising from the ordinary operations of the Company after the date such Class D Unit was issued and (B) such person’s Interest Percentage in any appreciation in the fair market value of the Company’s assets in excess of the Pre-Issuance Value. The intent of this Section 2.7(c)(ii) is to ensure that any Class D Unit qualifies as a profits interest under Revenue Procedures 93-27 and 2001-43 and this Section 2.7(c)(ii) shall be interpreted and applied consistently therewith.

(iii)    To the extent provided for in Treasury Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the date hereof, the Company is hereby authorized to, and at the direction of the Board of Managers shall, elect a safe harbor under which the Fair Market Value of any Units issued after the effective date of such Treasury Regulations (or other guidance) will be treated as equal to the liquidation value of such Units (i.e., a value equal to the total amount that would be distributed with respect to such Units if the Company sold all of its assets for their fair market value immediately after the issuance of such Units, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceeds the Fair Market Value of the assets that secure them) and distributed the net proceeds to the Members under the terms of this Agreement). In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees to comply with all safe harbor requirements with respect to transfers of such Units while the safe harbor election remains effective.

(iv)    Notwithstanding the foregoing, upon a forfeiture of any Units by any Member, gross items of income, garn, loss or deduction shall be allocated to such Member if and to the extent required by applicable Treasury Regulations to ensure that allocations made with respect to all “substantially nonvested” Member interests are recognized under Code Section 704(b).

(v)    Notwithstanding any other provisions of this Section 2.7, each recipient of a Class D Unit hereby agrees that such recipient shall make a valid and timely election in respect of such Unit, upon receipt thereof, pursuant to Code Section 83(b), and shall provide the Company with an executed copy of such election.

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ARTICLE III

BOARD OF MANAGERS

3.1The Board of Managers.

(a)    From and after the date hereof, the Company shall be managed by a Board of Managers (“Board of Managers”) as provided in this Article III, subject to the approval rights of specific Members set forth herein including without limitation the approval rights of the Class A Units set forth in Section 3.3. The Board shall also appoint a Member to act as the tax matters Member, who shall act in the same capacity as the “Tax Matters Partner” of a partnership as referred to in Section 623 1 (a)(7)(A) of the Code. As of the date of this Agreement, the Tax Matters Partner shall be the TA Class A Member.

(b)    The Board of Managers shall be composed of seven (7) members (the “Board Members”). Board Members shall be elected pursuant to this Section 3.1. The members of the Board of Managers shall be elected as follows: (i) the holders of a TA Majority Interest shall be entitled to elect five (5) members of the Board of Managers, of whom (A) at least one shall at all times be a non-Affiliate of TA Associates and (B) up to four (4) may be Affiliated with TA Associates (any such Affiliated Board Members, the “TA Board Members”), such Board Members shall initially be Jeffrey S. Barber (as a TA Board Member), William D. Christ (as a TA Board Member) with vacancies to be filled after the date hereof, and (ii) the holders of a majority of the outstanding Class C Units shall be entitled to elect two (2) members of the Board of Managers, who shall initially be Michael Casid and Theodore Casey. A Board Member may be removed only by the class or classes of Members who elected such Board Member.

3.2Rights, Powers and Authority of the Board of Managers. The Board of Managers shall possess and may exercise fill, complete and exclusive right, power and authority to manage and conduct the business and affairs of the Company, and to take such actions for and on behalf of the Company as the Board of Managers shall reasonably determine to be necessary, appropriate, advisable or convenient to carry on the business for which the Company was formed, in each case without the need to consult with or obtain the consent, authorization or approval of any Member or any other Person except as otherwise expressly set forth herein and subject to the approval rights of the holders of Class A Units set forth herein. Without limiting the generality of the foregoing, but subject in each case to the provisions of this Agreement and the requirements of applicable law, the Board of Managers shall possess and may exercise the right, power and authority:

(a)    to cause the Company to retain legal counsel, accountants, auditors, appraisers, investment bankers, administrators, consultants and other service providers (including any Member or Board Member or any Affiliate of any Member or Board Member) selected by the Board of Managers;

(b)    to act, in respect of any of the rights, powers, authority, duties, responsibilities or obligations hereunder, by or through any duly authorized officer, employee or agent of the Company;

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(c)    to value all of the assets of the Company;

(d)    to effect a Liquidity Event, Sale Transaction or Liquidation;

(e)    to hire, appoint or terminate the employment of any officers of the Company or set or modify such officers’ compensation;

(f)    to approve or modify the annual business plan of the Company;

(g)    other than any drawdown on the Company’s revolving credit facility as existing on the date hereof, to incur or assume Indebtedness in excess of $1,000,000 in the aggregate, grant any security interest in respect thereof (including any increase of any indebtedness previously approved or extension of any lien previously approved to secure any such indebtedness), or execute any security agreement, financing statement, collateral assignment, pledge, deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, contract or other instrument purporting to convey or encumber the Company’s assets or to create indebtedness of the Company;

(h)    to acquire an interest in any other Person;

(i)    to issue, purchase or redeem any Units or other securities of the Company, except pursuant to Section 6.10;

(j)    to declare or pay any distribution on any Units or other equity securities of the Company;

(k)    to change or modify the Company’s accounting policies or Taxable Year;

(l)    to create, appoint or remove members of any committee established by the Board of Managers;

(m)    to cause the Company to make any election or adjustment for federal, state and/or local tax purposes, including any election or adjustment to adjust the basis of Company assets pursuant to Code Sections 734(b), 743(b), 754 and 755 or comparable provisions of state or local law, in connection with transfers of Units and distributions pursuant to Article V; and

(n)    to cause any Subsidiary of the Company to do any of the foregoing.

3.3Class A Unit Approval Rights. Notwithstanding any other provisions of this Agreement, without the prior written consent of the holders of a majority of the outstanding Class A Units, the Company shall not and shall not permit any Subsidiary to, directly or indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise:

(a)    merge with or into, or consolidate with, another entity or effect any recapitalization, reorganization, change of form of organization, forward or reverse split, dividend or similar transaction, except as provided in Section 6.12;

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(b)    acquire any other corporation or business concern, whether by acquisition of assets, capital stock or otherwise, and whether in consideration of the payment of cash, the issuance of capital stock or otherwise;

(c)    make any material investment in another business entity, enter into any joint venture or similar arrangement, or make or permit any loans or advances to, or guarantees for the benefit of, any Person, except for guarantees made in connection with the Note Purchase Agreement and reasonable advances to employees in the ordinary course of business consistent with past practice;

(d)    to enter into any contract, agreement or understanding (including any contract, agreement or understanding with any vendor or supplier or any lease) with an expected annual value in excess of $750,000 in the aggregate, or otherwise make any expenditure, or take any action, for a term in excess of one year that is not contemplated by a Board of Managers approved annual business plan or in excess of (or otherwise not included generally as part of) a Board of Managers approved annual business plan, other than contracts with clients of the Company or any Subsidiary in the ordinary course, in each case in excess of $750,000 in the aggregate;

(e)    other than any drawdown on the Company’s revolving credit facility as existing on the date hereof, to incur or assume Indebtedness in excess of $1,000,000 in the aggregate, grant any security interest in respect thereof (including any increase of any indebtedness previously approved or extension of any lien previously approved to secure any such indebtedness), or execute any security agreement, financing statement, collateral assignment, pledge, deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, contract or other instrument purporting to convey or encumber the Company’s assets or to create indebtedness of the Company;

(f)    effect any Liquidity Event, Sale Transaction or Liquidation;

(g)    effect an initial public offering;

(h)    amend the Certificate, this Agreement or similar governing documents;

(i)    amend or in any way modify any Indebtedness (including, without limitation, by extending the maturity date of the obligations subject thereto), other than capitalized leases for equipment in an amount less than $100,000;

(j)    sell, transfer or otherwise dispose of any of the assets or properties of the Company or any of its Subsidiaries, except for sales, transfers or dispositions in the ordinary course of business consistent with past practice, or involving assets with a purchase price or fair market value of less than $100,000;

(k)    pay or declare any dividend or make any distribution on any Units other than Tax Distributions pursuant to Section 5.2;

(l)    redeem or repurchase any equity interests of the Company other than from the holders of Class A Units or their permitted transferees as provided in Section 6.10;

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(m)    terminate or replace the Chief Executive Officer, President, Chief Financial Officer and/or similar executive officer of the Company, hire a new Chief Executive Officer, President, Chief Financial Officer and/or similar executive officer of the Company or increase the aggregate compensation payable to the Chief Executive Officer, President, Chief Financial Officer and/or similar executive officer of the Company, any such consent not to be unreasonably withheld;

(n)    except for securities issued pursuant to and in accordance with the Equity Incentive Plan, (1) authorize, sell or issue any Interests or Units or other equity securities or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable, directly or indirectly, for Interests, Units or other equity securities, or options, warrants or rights carrying any rights to purchase Interests, Units or other equity securities or convertible or exchangeable securities, in each case, of the Company (“Securities”), or (2) adopt any equity incentive plan, employee equity ownership plan or phantom equity or similar plan;

(o)    permit any Subsidiary to issue any equity securities, other than to the Company or a wholly-owned Subsidiary of the Company;

(p)    grant any registration rights other than pursuant to the Registration Rights Agreement attached hereto as Exhibit C; or

(q)    engage in any transaction with Management Holdco, the Shareholders or any of their respective Affiliates, Family members or Affiliates of Family members.

3.4TA Board Member Approval Rights. Notwithstanding any other provisions of this Agreement, without the prior written consent of the Board of Managers (including a majority of the TA Board Members), the Company shall not and shall not permit any Subsidiary to, directly or indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise:

(a)    permit, cause or agree to the manufacturing of any of the Company’s products by any Person who is not an employee of the Company or its Subsidiaries;

(b)    grant any Person any exclusive rights to distribute any of the Company’s products;

(c)    extend, amend, modify or waive any provision of any existing agreement or enter into any new agreement with any of the parties on Annex 3.4(c);

(d)    export or permit the exportation of products of the Company or its Subsidiaries into any foreign jurisdiction where, as of the date of this Agreement, neither the Company nor its Subsidiaries has exported products;

(e)    permit any Subsidiary to do any of the foregoing; or

(f)    enter into any agreement to do any of the foregoing or permit any Subsidiary to enter into any agreement to do any of the foregoing.

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3.5Class C Unit Approval Rights. Notwithstanding any other provisions of this Agreement, so long as the number of outstanding Class C Units represent at least ten percent (10%) of the aggregate amount of Units then outstanding, the prior written consent of the Members holding at least a majority of all outstanding Class C Units in the aggregate is required for the Company or any of its Subsidiary to, directly or indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise:

(a)    redeem or repurchase any equity interests in the Company other than (i) from all Members holding Class A Units, Class B Units and Class C Units on a pro rata basis, (ii) in connection with the repurchase of Class D Units from employees in connection with the

termination of their employment, (iii) pursuant to Section 7.4(c)(ii) or (iv) as provided in Section 

6.10;

(b)    except as otherwise permitted by this Agreement, the UPA or as contemplated by that certain Subordinated Note Purchase Agreement, dated of even date herewith between the Company and certain affiliates of TA Associates, enter into any agreement or arrangement that creates an obligation for the Company to pay TA Associates or any of its affiliated investment funds any management, transactional or other fee which is not paid pro-rata to all Class A Units, Class B Units and Class C Units, except for reimbursements of TA Associates’ out-of-pocket expenses incurred in connection with its management of the equity held by TA Associates in the Company including pursuant to Section 9.3(c);

(c)    permit any Subsidiary to do any of the foregoing; or

(d)    enter into any agreement to do any of the foregoing or permit any Subsidiary to enter into any agreement to do any of the foregoing.

3.6Place of Meetings. Meetings of the Board of Managers may be held either within or without the State of Delaware. In the absence of specific designation, the meetings shall be held at the principal office of the Company as provided in Section 2.5(c). Any Board Member shall be permitted to attend any meeting of the Board of Managers in person or by telephone, video-conferencing or similar arrangement pursuant to which each meeting attendee can speak with all other meeting attendees.

3.7Regular Meetings. The Board of Managers shall meet at such times and places as shall be designated from time to time by resolution of the Board of Managers, but at least once in every two month period. Notice of each regular meeting shall be given to Board Members either personally, by facsimile or by electronic mail at least five (5) days before each such regular meeting.

3.8Special Meetings. Special meetings of the Board of Managers may be held at any time upon the request of at least two (2) of the Board Members. A Notification of any special meeting shall be sent to the last known address of each Board Member at least two (2) days before the meeting, either personally, by facsimile or by electronic mail.

3.9Notices of Meetings. Notification of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of a Notification. Attendance of a Board Member at such meeting shall also constitute a waiver of Notification thereof, except where such Board Member attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any regular or special meeting of the Board of Managers shall be specified in the notice or waiver of notice of such meeting.

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3.10Quorum. At all meetings of the Board of Managers, a majority of the Board Members then in office, which shall include at least two (2) of the TA Board Members unless waived in writing by the TA Board Member then in attendance, shall be necessary to constitute a quorum for the transaction of business (a “Quorum”) and the acts of a majority of the Board Members present at a meeting at which a Quorum is present shall be the acts of the Board of Managers. Board Members who have a personal or financial interest in a contract or transaction which is before the Board of Managers, or who are common managers or directors of the Company and another corporation or entity with respect to which a contract or transaction is before the Board of Managers, may be counted in determining the presence of a Quorum at a meeting of the Board Members, or a committee thereof. If a Quorum shall not be present at any meeting of the Board of Managers, the Board Members present thereat may adjourn the meeting from time to time, without notice other than announcement of the meeting, until a Quorum shall be present.

3.11Action by Board of Managers. Each Board Member shall have one (1) vote on all matters submitted to the Board of Managers. Unless otherwise provided in this Agreement and subject to applicable law, any decision, action, approval or consent required or permitted to be taken by the Board of Managers may be taken by the Board of Managers only by (a) the affirmative vote of a majority of the Board Members at a meeting of the Board of Managers where a majority of the Board Members are present in person, or (b) without such meeting, without prior notice and without a vote, by written consent, setting forth the action so taken, signed by all of the Board Members. Action taken under this Section 3.11 is effective when the consent is signed by the required number of Board Members, unless the consent specifies a different effective date. For purposes of this Section 3.11, a Person shall be deemed to be present in person if such Person is present by means of telephone, video-conferencing or any comparable arrangement. No Board Member, in his or her capacity as such, shall have the authority to bind the Company except to the extent expressly authorized to do so by resolution of the Board of Managers; provided that nothing in this sentence shall affect the validity of any decision, action, approval or consent of the Board of Managers adopted in the manner contemplated by the second sentence of this Section 3.11.

3.12Term of Office; Resignation; Removal. Each of the Board Members shall hold office for a term of one (1) year and until the next annual meeting of the Board of Managers and/or until the election of his or her successor, or until his or her earlier death, resignation or removal as provided herein. Any Board Member may resign at any time by giving written notice to the Company. The resignation shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Company. The resignation of a Board Member who is also a Member shall not affect such individual’s rights as a Member and shall not constitute a withdrawal of a Member. Any Board Member may be removed at any time, with or without cause, by the Person or Persons entitled to elect such Board Member pursuant to Section 3.1.

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3.13Vacancies. Any vacancy occurring for any reason in any Board Member position shall be filled in accordance with Section 3.1.

3.14Committees. Subject to the provisions of Sections 3.3 through 3.5 hereof, the Board of Managers may delegate any of its duties or responsibilities to one or more committees of the Board of Managers. At a minimum, there shall be the following committees of the Board of Managers: audit and compensation. The members of each such committee shall be Board Members who are not employees or officers of the Company and shall at all times include at least two (2) TA Board Members that are Affiliates of TA.

3.15Duties and Liability of Board of Managers.

(a)    The Board of Managers will manage the affairs of the Company in a prudent and businesslike manner and each Board Member will devote such part of his or her time to the Company affairs as is reasonably necessary for the conduct of such affairs.

(b)    In carrying out its obligations, the Board of Managers will:

(i)    cause to be obtained and maintained such liability and other insurance as may be available and as the Board of Managers deems necessary or appropriate;

(ii)    cause to be deposited all funds of the Company in one or more separate bank accounts with such banks or trust companies as the Board of Managers may designate;

(iii)    cause to be maintained complete and accurate records of all assets owned or leased by the Company and complete and accurate books of account and all other records required by the Act (and containing such information as shall be necessary to record allocations and distributions);

(iv)    cause to be prepared and distributed to all Members all reasonable tax reporting information within ninety (90) days after the end of each fiscal year or as soon thereafter as is reasonably practicable;

(v)    cause to be filed such instruments or certificates and amendments thereto and do such other acts as may be required by law to qualify and maintain the Company as a limited liability company in all states in which the Company transacts any business; and

(vi)    cause the Company to observe the limited liability company formalities necessary in order to have the Company’s separate existence as a limited liability company recognized under applicable law.

(c)    A Board Member shall perform his or her duties as a Board Member in good faith, in a manner he reasonably believes to be in or not opposed to the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

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(d)    The Board Members shall not be personally liable for the return of all or any part of the Capital Contributions of the Members to the Company. Any such return shall be made solely from the assets of the Company.

(e)    In carrying out their duties hereunder, the Board Members shall not be liable to the Company or to any Member for any actions taken in good faith and reasonably believed to be in or not opposed to the best interests of the Company, or for errors of judgment, neglect or omission; provided, however, that a Board Member shall not have personal liability to the Company or its Members for monetary damages for breach of a fiduciary duty as a Board Member, except for (i) any breach of a Board Member’s duty of loyalty to the Company or its Members, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) any transaction from which the Board Member or an Affiliate of the Board Member derives an improper personal benefit.

3.16Rights of Members. Except as otherwise expressly provided in this Agreement, no Member shall be entitled to participate in the control and management of the Company, nor shall any Member have the right to sign for or bind the Company except when acting as a duly designated Manager or when acting within the scope of powers properly delegated by the Board of Managers to a Member, officer, employee or agent of the Company.

3.17Non-Exclusivity; Conflicts of Interest. The creation of the Company and the assumption by the Members or Board Members of their duties under this Agreement will be without prejudice to the rights of the Members or Board Members (or the rights of their Affiliates), in their capacities as such, to pursue or participate in other interests and activities including, without limitation, investments in and devotion of time to other businesses, and to receive and enjoy profits or compensation therefrom, subject to the terms of any employment, non-competition or similar agreement to which such Board Member is subject.

3.18Expenses of the Board of Managers. The Company shall pay the reasonable and necessary out-of-pocket expenses incurred by a Board Member in connection with discharging any of his or her duties as a Board Member promptly upon submission to the Company of an itemized statement and supporting documents, consistent with the Company’s customary practices and procedures and the requirements of the Internal Revenue Service.

3.19Appointment of Officers. The Board of Managers may appoint such officers and agents as it shall deem necessary or appropriate who shall hold their offices or agency positions for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Managers. Any officer appointed by the Board of Managers may be removed at any time by the Board of Managers. Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

3.20Officers. Officers of the Company appointed by the Board of Managers may include (a) a chief executive officer; (b) a president; (e) one or more vice presidents; (d) a secretary and/or one or more assistant secretaries; and (e) a treasurer and/or one or more assistant treasurers. The Board of Managers hereby delegates the day-to-day management responsibilities to such officers, such delegation may be modified by the Board of Managers from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as so authorized by the Board of Managers, provided that in no event will any officer have any rights, duties, powers or authority greater than that so delegated or that of the Board of Managers.

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(a)    The President and the Chief Executive Officer shall have such duties as shall be imposed upon him, her or them by the Board of Managers, subject to authority of the Board of Managers.

(b)    The Vice-President or, if there are more than one, the Vice-President who has been designated by the Board of Managers, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. In addition, each Vice-President shall perform such other duties as shall from time to time be imposed upon him or her by the Board, Chief-Executive Officer or President.

(c)    The Secretary shall give, or cause to be given, notice of all meetings of the Members and of special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers or President, under whose supervision he or she shall act. The Secretary shall not, without the express written authorization of the Board of Managers, have any responsibility for, or any duty or authority with respect to, the withholding or payment of any federal, state or local taxes of the Company or the preparation or filing of any tax returns, but shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Managers, Chief Executive Officer or President.

(d)    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as shall be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Managers, taking proper vouchers for such disbursements, and shall render to the President and Board of Managers an account of all his transactions as Treasurer and of the financial condition of the Company. The Treasurer shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Managers, Chief Executive Officer or President.

(e)    In the absence or disability of the Secretary, the Assistant Secretaries, in the order designated by the Board of Managers, shall perform the duties of the Secretary, and shall have the full powers thereof. In no case shall any Assistant Secretary, without the express authorization and direction of the Board of Managers, have any responsibility for, or any duty or authority with respect to, the withholding or payment of any federal, state or local taxes of the Company, or the preparation or filing of any tax return.

ARTICLE IV

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; LOANS

4.1Capital Contributions. Except as may otherwise be required or permitted by this Agreement, no Member shall make any additional Capital Contributions after the date hereof without the consent of the Board of Managers. No Member shall be required to make any additional capital contribution to the Company except as agreed to by such Member in its sole discretion.

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4.2Capital Accounts. A Capital Account shall be maintained for each Member in the manner set forth in Appendix A.

4.3Profits, Losses and Tax Items. The Profits and Losses and any tax items of the Company shall be allocated among the Members as set forth in Appendix A to this Agreement.

4.4Adjustments for Class D Units. In the event of the award of a Class D Unit, the Capital Account balance of each recipient of such award and of each Member shall be adjusted to reflect the economic rights associated with the award, in each case so as to reflect the economic arrangement among such award recipients and such Members.

4.5Loans. No Member shall have any obligation whatsoever to make loans to, or to guarantee any loans made to, the Company. Loans by Members to the Company shall not constitute Capital Contributions, be credited to any Capital Account of the lending Member, entitle the lending Member to any increase in such lending Member’s share of Company gains, profits, or distributions or subject such Member to any greater share of any losses which the Member may sustain (apart from losses which such Member may sustain in the event of the Company’s failure to repay such loans).

4.6Taxation as a Partnership. It is the intention of the Members that the Company be classified as a partnership for federal income tax purposes as of the date of the UPA and the transactions contemplated thereby, and if for any reason at any time it appears that the Company may be classified as an association taxable as a corporation (or otherwise be subjected to an entity-level federal income tax), then, subject to Section 6.12. this Agreement shall be amended to carry out the intent of the Members that the Company be so taxed as a partnership.

ARTICLE V

DISTRIBUTIONS

5.1Distributions in General.

(a)    Subject to compliance with the Company’s obligations and covenants to its lenders and the obligations contained in Section 5.2, and except as otherwise specified in Section 12.4, Net Cash From Operations, if any, shall, at the election of the Board of Managers (including a majority of the TA Board Members), be used in the ordinary course of business or be distributed to the Members in proportion to their Interest Percentage.

(b)    Except as otherwise provided in Section 12.4 and subject to the consent rights of the holders of Class A Units contained in Section 3.3 and the obligations contained in Section 5.2. Net Cash From a Liquidity Event shall be distributed to the Members as promptly as practicable after the consummation of such Liquidity Event (but in no event later than two (2) days thereafter) as follows:

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(i)    first, pro rata to the holders of Class A Units based on the number of Class A Units held by each such holder until an amount has been distributed in respect of each such Unit equal to the Initial Unit Capital;

(ii)    second, pro rata to the holders of Class B Units and Class C Units based on the number of Class B Units or Class C Units, as applicable, held by each such holder until an amount has been distributed in respect of each such Unit equal to the Initial Unit Capital;

(iii)    third, pro rata to holders of Units based on the number of Units held by each such holder until an amount has been distributed in respect of each Class A Unit equal to three times (3x) the Initial Unit Capital pursuant to this Section 5.1(b) (including, for the sake of clarity, distributions received pursuant to Section 5.1(b)(i));

(iv)    fourth, pro rata to holders of Class C Units based on the number of Class C Units held by each such holder until an amount has been distributed under this Section 5.1(b)(iv) in respect of such Class C Units equal to $7,500,000 in the aggregate; and

(v)    fifth, to each holder of Units pro rata based on the total number of Units held by such holder.

(c)    Notwithstanding any provision in this Agreement to the contrary, no holder of a Class D Unit shall participate in (and no Class D Unit shall be treated as outstanding for purposes of apportioning) any distributions under Section 5.1(a) or (b) until a total amount equal to the Pre-Issuance Value with respect to such Class D Unit has been distributed in respect of the other Units pursuant to Section 5.1(a) or (b) subsequent to the issuance of such Class D Unit. For the purposes of this Section 5.1(c), if a distribution is made prior to the time that all Class D Units have vested pursuant to the terms of the Equity Incentive Plan and/or the restricted equity agreement pursuant to which such Class D Units were issued, such unvested Class D Units shall not be considered outstanding nor be entitled to participate in any such distribution. The Board of Managers, subject to approval of the holders of a TA Majority Interest, shall have the discretion to make any determinations required under this clause, including the extent to which a Class D Unit will be excluded from participating in distributions on account of this Section 5.1(c).

(d)    In the event that any distribution contemplated hereunder will include property other than cash, any cash and non-cash property shall be distributed to the Members in the same order and priority set forth in Section 5.1(a) or (b), as applicable, on the basis of the net fair market value of such non-cash property as determined in good faith by the Board of Managers (including the TA Board Members) and if such parties cannot agree within (i) in the case of a distribution pursuant to Section 5.1(b) thirty (30) days of the closing of such Liquidity Event or (ii) in the case of a distribution pursuant to Section 5.1(a), within thirty (30) days of the date upon which the Board of Managers approves the distribution, by an Independent Appraiser pursuant to the mechanism set forth in Section 6.10(b); provided, however, that in the event that the Company has previously distributed Net Cash from Operations in the form of cash, the amount of the distribution in respect of the Class A Units that takes the form of cash shall be increased by an amount equal to the lesser of (i) the amount of any Net Cash from Operations previously distributed to the Class C Units and the Class D Units, and (ii) all of the cash available for distribution (the “Cash Catch Up”). The amount of the distribution in respect of the Class A Units that takes the form of non-cash property shall be decreased by an amount equal to the Cash Catch Up. Notwithstanding the foregoing, in the event that such non-cash property consists of publicly-traded securities such securities shall be valued as follows:

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(i)    If traded on a nationally recognized securities exchange or inter-dealer quotation system, the value shall be deemed to be the average of the closing sales prices of the securities on such exchange or system over the 30-day period ending three (3) business days prior to the closing; and

(ii)    If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) business days prior to the closing.

5.2Tax Distributions.

(a)    Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to each Member an amount in cash equal to the excess of (i)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (ii) the aggregate amount of any Distributions made to such Member pursuant to Section 5.1(a) or (b) as applicable, with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (i)(A) (amounts distributed pursuant to this Section 5.2(a) are herein referred to as “Tax Distributions”. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, an amount, if positive, equal to the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any allocations of income or gain to a Member with respect to any compensation, interest or other amount properly treated as a guaranteed payment to such Member for federal income tax purposes), minus any net taxable loss of the Company allocated or allocable to such Member for any prior Taxable Year to the extent the Board of Managers determines in good faith after consulting with such Member that such net taxable loss (i) is usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for the current Tax Estimation Period (or would be so usable if such net taxable loss had not been previously used by such Member to offset the net taxable income from other sources) and (ii) has not previously been determined to be usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for any prior Tax Estimation Period. For purposes of calculating the Income Amount for a Member in any Tax Estimation Period or a net taxable loss for a Member in any prior Taxable Year, remedial allocations of income or gain in respect of the Class C Units attributable to the use of the “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA shall be taken into account; provided, however, (i) remedial allocations of loss or deduction in respect of the Class A Units and Class B Units attributable to the use of the “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA and (ii) allocations of loss or deduction in respect of Class A Units and Class B Units attributable to “Amortizable Section 197 Intangibles,” within the meaning of Section 197(c) of the Code that were contributed by the holders of Class A Units and Class B Units to the Company in the transactions contemplated by the UPA, shall not be taken into account.

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(b)    If the amount of any Tax Distribution is reduced as a result of any prior Distribution taken into account under clause (ii) of the first sentence of Section 5.2(a), the amount of such prior Distribution resulting in such reduction shall be treated as a Tax Distribution for purposes of this Article V and not a Distribution under Section 5.1(a) or (b), as applicable, regardless of whether such Distribution was labeled as such.

(c)    For purposes of this Agreement, the “Assumed Tax Rate” for a Tax Estimation Period shall initially be 41%. The Board of Managers shall have the authority, in its reasonable discretion, to make appropriate adjustments to the Assumed Tax Rates, which shall in any event reflect at a minimum the highest marginal combined federal and state tax rate applicable to any Member holding Class A, Class B or Class C Units. For purposes of this Agreement, “Tax Estimation Period” shall mean each period from January 1 through March 31,

from April 1 through May 31, from June 1 through August 31, and from September 1 through December 31 of each Taxable Year; provided, however, that the Company’s first Tax Estimation Period shall begin on the day immediately following the Effective Date.

(d)    Each Tax Distribution pursuant to Section 5.2(a) shall be made to the Persons shown on the Company’s books and records as the Member of the applicable Units as of the last day of the Tax Estimation Period for which such Distribution relates. Tax Distributions are separate and apart from and will not be treated as distributions under Section 5.1(a) or (b) of this Agreement.

(e)    Notwithstanding anything to the contrary herein, no Tax Distributions will be required to be made with respect to any Tax Estimation Period ending after a Liquidity Event, although any unpaid Tax Distributions with respect to any Tax Estimation Period ending before a Liquidity Event shall continue to be required to be paid prior to any Distributions being made under Section 5.1(a).

5.3Treatment of Taxes Withheld. All amounts withheld or paid by the Company pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to a Member, or any such amount that is paid by the Company solely by reason of the holding of an Interest by any Member, shall be treated as an interest-free loan from the Company to the Member with respect to whom such tax is required to be withheld. The Company shall have the right to apply any amounts otherwise distributable to a Member, or otherwise payable by the Company to such Member under any other provision of this Agreement, to pay the outstanding balance of such Member’s loans described in the immediately preceding sentence. The obligation of a Member to pay the outstanding balance of such Member’s loans under this Section 5.3 shall continue after such Member transfers its interest in the Company and after a withdrawal by such Member. Each Member agrees to furnish the Company with any information, representations or forms as shall reasonably be requested by the Company to assist it in determining the extent of, or in fulfilling, any withholding obligations it may have.

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5.4Section 754 Election. The Board may elect pursuant to Section 754 of the Code, to adjust the basis of Company property as permitted and provided in Sections 734 and 743 of the Code upon a transfer of Units subsequent to the date hereof.

5.5Receipt of Unlawful Distributions. A Member who receives a distribution or return from the Company involving a violation by the Company of Section 1 8-607 of the Act shall be liable to the Company for the amount of such distribution or return for a period of three (3) years after the date of such distribution or return, regardless of whether such Member had knowledge of such violation at the time of such distribution or return; provided, however, that, (a) subject to the provisions of Section 1 8-502(b) of the Act, Board of Managers or the Liquidator, as the case may be, may compromise or waive any such liability on such terms and subject to such conditions as the Board of Managers or the Liquidator may determine; and (b) if a Proceeding to recover such distribution or return from such Member is commenced prior to the expiration of such three (3)-year period, the Member shall continue to be liable to the Company with respect to such distribution or return except to the extent a judgment or order not subject to further appeal or discretionary review is rendered in favor of such Member to the effect that such Member is not liable for such distribution or return.

ARTICLE VI

THE MEMBERS

6.1Admission of Members.

(o)    As of the date of this Agreement, and after giving effect to the transactions contemplated by the Redemption Agreement, the UPA and the Note Purchase Agreement, the Members indicated on Exhibit A are the sole Members, and no other Person has any interest in the Company or any right or entitlement to become a Member.

(p)    No Person, other than the Members indicated on Exhibit A, shall become a Member unless such Person becomes a Member pursuant to the provisions of Section 7.3 or 7.4 in accordance with the terms hereof.

6.2Investment Representations. Each Member represents and warrants to the Company and to each other Member as follows:

(a)    Such Person acquired its investment in the Company solely for investment purposes for such Person’s own account and not for Transfer to others in connection with any distribution or public offering.

(b)    Such Person is financially able to bear the financial and economic risk of an investment in the Company for an indefinite period of time and has no need for liquidity in its investment in the Company. Furthermore, the financial capacity of such Person is of such a proportion that the total cost of such Person’s investment in the Company is not material when compared to the Person’s total financial capacity.

(c)    Such Person has such knowledge, experience and skill in financial and business matters in general and with respect to investments of a nature similar to an investment in the Company in particular so as to be capable of evaluating the merits and risks of, and of making an informed business decision with regard to, its investment in the Company. Such Person acknowledges and understands that the purchase of its Interest involves an investment in a business that, depending on the time of such purchase, may have no (or only limited) previous operating experience, and, therefore, that an Interest may be a speculative investment with no assurance of success.

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(d)    Such Person has (i) received all information that such Person deems necessary to make an informed investment decision with regard to such Person’s investment in the Company; (ii) had the unrestricted opportunity to make such investigation as such Person desires pertaining to the Company and an investment therein and to verify any information furnished by the Company to such Person; and (iii) had the opportunity to ask questions of representatives of the Company concerning the Company and such Person’s investment in the Company.

(e)    Such Person understands that such Person must bear the economic risk of an investment in the Company for an indefinite period of time because (i) Interests have not been registered under the 1 933 Act or applicable state securities laws and (ii) Interests may not be Transferred except in accordance with this Agreement and then only if they are registered in accordance with the provisions of the 1933 Act and applicable state securities laws or registration under the 1933 Act and any applicable state securities laws is not required.

(f)    Such Person understands that the Company is not obligated to register the Interests for resale under the 1933 Act or any applicable state securities laws and that the Company is not obligated to supply such Person with information or assistance in complying with any exemption under the 1933 Act or any applicable state securities laws.

6.3Members Have No Personal Liability and Are Not Partners.

(a)    Unless otherwise expressly provided in this Agreement or as otherwise required by the Act or other applicable law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any debt, obligation or liability of the Company solely by reason of being a Member, unless such Member expressly agrees otherwise.

(b)    No provision of this Agreement (including the provisions of Article V) shall be deemed or construed to constitute the Company a partnership (including a limited partnership) or joint venture, or any Member a partner of, or a joint venturer with, any other Member, for any purposes other than federal and state income tax purposes.

6.4Members May Not Withdraw Capital from the Company. Except to the extent provided in Sections 5.1, 5.2, 6.10 and Article XII or as otherwise provided herein, no Member shall have the right or be entitled to: (a) receive any distribution from the Company; (b) receive the return of his, her or its Capital Contributions; (c) withdraw any amount from his, her or its Capital Account; (d) receive the fair market value of all or any portion of his, her or its Capital Account; (e) redeem his, her or its Interests in whole or in part; (f) borrow from his, her or its Capital Account; or (g) receive interest with respect to any Capital Contribution made by such Member or on the Capital Account of such Member. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and such Member’s Interests, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member. Except as set forth in Section 6.10, no Member shall have any right to demand or receive property other than cash at any time, including upon dissolution and winding up of the Company.

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6.5Members Withdrawal from the Company. A Member may resign or withdraw as a Member of the Company, in which case such Member’s Capital Account, if any, and Interests, if any, shall be forfeited; and such Member shall not have any other rights against the Company or its assets.

6.6Members Have No Right to Partition Company Property. No Member or Members shall have any right or be entitled to call for a partition or division, or possession, of Company Property.

6.7No Appraisal Rights. Members shall have no appraisal rights in connection with any action taken by the Company, including any merger or any amendment of the Certificate or this Agreement, except as contemplated herein.

6.8No Involuntary Removal of Members. No Member or Members shall have the right, power or authority to require any other Member to resign or withdraw from the Company as a Member, subject to Section 6.11.

6.9Preemptive Rights.

(a)    If, prior to a Qualified Public Offering, the Company intends to issue or sell any debt securities or debt instruments to a TA Member or its Affiliates (“TA Debt Securities”), additional Units in the Company or any securities (other than equity interests granted under the Equity Incentive Plan) that are convertible, exchangeable or exercisable into additional Units (collectively, “Convertible Securities” and individually, a “Convertible Security”), the Company shall first notify the holders of Class A Units, Class B Units and Class C Units (the “Preemptive Members”) in writing (the “Preemptive Rights Notice”) of such intended issuance or sale at least thirty (30) days prior to the date of such issuance or sale, which notice will contain all the terms of the intended issuance or sale including, without limitation, the purchase price and manner of payment (or the basis for determining the purchase price and other terms and conditions). Within fifteen (15) days after receipt of the Preemptive Rights Notice, each of the Preemptive Members may notify the Company (for purposes of this Section 6.9, the “Participation Notice”) that it will purchase TA Debt Securities, Units or Convertible Securities, as the case may be, on the same terms as set forth in the Preemptive Rights Notice (or, if the consideration is not cash, for cash per TA Debt Security, Unit or Convertible Security, as the case may be, equal in value to the consideration per Unit or Convertible Security, as the case may be). The TA Debt Securities, Units or Convertible Securities, as the case may be, which each Preemptive Member will be entitled to purchase under this Section 6.9 will be determined as of the date of the consummation of such issuance or sale and will equal (x) the aggregate number of Units or Convertible Securities to be issued or sold by the Company or the principal amount of any TA Debt Securities to be issued or sold by the Company, in either case multiplied by (y) a fraction, the numerator of which shall be the number of Units held by such Preemptive Member, and the denominator of which shall be the aggregate number of Units held by all Preemptive Members.

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(b)    The Company will be free to issue or sell TA Debt Securities, Units or Convertible Securities, as the case may be, for which the Preemptive Members have not delivered Participation Notices pursuant to Section 6.9(a), and which are the subject matter of the Preemptive Rights Notice, but only at or about the time (not later than forty-five (45) days after the date of the Preemptive Rights Notice) and at the price and on the same terms and conditions as those contained in the Preemptive Rights Notice.

(c)    Any Participation Notice given pursuant to this Section 6.9, when taken together with the Preemptive Rights Notice given, will constitute a binding legal agreement on the terms and conditions therein set forth, subject to the consummation of the transactions described in the Preemptive Rights Notice, it being understood that any material modification, amendment, variance or other change by the Company of the terms and conditions set forth in the Preemptive Rights Notice, other than as provided in this Agreement, will be of no force and effect unless consented to in writing by the Preemptive Members.

(d)    The preemptive rights granted to the Preemptive Members in this Section 6.9 shall not apply to any issuances or sales of TA Debt Securities, Units or Convertible Securities (i) as consideration for the purchase of another company pursuant to a bona fide third party merger, consolidation, acquisition or similar combination with another entity with a bona fide operating business, (ii) in connection with any Unit split, Unit dividend or similar recapitalization which does not affect the relative equity, economic or voting rights of the outstanding Class A Units, Class B Units and Class C Units, (iii) pursuant to the Equity Incentive Plan or any equity incentives granted at the discretion of the Board of Managers to Company employees, consultants or Board Members approved in accordance with the terms hereof (iv) in connection with a Qualified Public Offering, (y) to any investment banking firm or placement agent for bona fide services rendered to the Company in connection with any private placement of Units or Convertible Securities or (vi) to any unaffiliated third party lender in conjunction with Indebtedness which is approved by the Board of Managers.

(e)     The preemptive rights granted to the Preemptive Members in this Section 6.9 shall not apply to any issuances or sales of Units pursuant to the conversion, exchange or exercise of any Convertible Securities.

6.10Redemption of Class A Units and Class B Units.

(a)    At any time on or after the fifth (5th) anniversaiy of the date of this Agreement, the holders of a majority of the outstanding Class A Units (the “Class A Put Member”) shall have the option, upon thirty (30) days prior written notice, to require the Company to purchase all or a portion of the outstanding Class A Units. At any time on or after the fifth (5th) anniversary of the date of this Agreement, and on each anniversary of the date of this Agreement thereafter, the holders of a majority of the outstanding Class B Units (the “Class B Put Member” and, together with the Class A Put Member, the “Put Members”) shall have the option, upon thirty (30) days prior written notice, to require the Company to purchase all or a portion of the outstanding of the Class B Units. The purchase price (the “Class A Redemption Price”) for any Class A Units that the Company is required to purchase pursuant to this Section 6.10 (the “Class A Put Units”) shall equal the greater of (i) the difference between (x) the Initial Unit Value of the Class A Put Units minus (y) the amount of any distributions previously paid in respect of such Class A Put Units pursuant to Section 5.1 and (ii) the appraised fair market value of the Class A Put Units as of the date such redemption is requested, as determined pursuant to this Section 6.10 (the “Put Value”). The purchase price for any Class B Units (the “Class B Redemption Price” and together with the Class A Redemption Price, the “Redemption Price”) that the Company is required to purchase pursuant to this Section 6.10 (the “Class B Put Units” and together with the Class A Put Units, the “Put Units”) shall equal the greater of (i) the difference between (x) the Initial Unit Value of the Class B Put Units minus (y) the amount of any distributions previously paid in respect of such Class B Put Units pursuant to Section 5.1 and (ii) the appraised fair market value of the Class B Put Units as of the date such redemption is requested, as determined pursuant to this Section 6.10. The closing of the purchase will take place at the principal office of the Company on the earlier of (x) the earliest date on which the Company is able to effect payment of the Redemption Price as specified in Section 6.10(c) and (y) the date that is twelve (12) months following the Company’s receipt of a Put Member’s notice (the “Redemption Date”).

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(b)    For purposes of this Section 6.10, unless agreed otherwise in writing between the relevant Put Members and the Company, the appraised Put Fair Market Value of a Put Member’s Put Units shall be determined by an Independent Appraiser as provided below based on the amount that would be payable to such Put Member with respect to its Put Units assuming that (i) the Company was sold as a full enterprise for its fair market value as a going concern on the date of determination, (ii) there are no premiums or discounts for majority or minority ownership position or any discounts for lack of marketability, lack of control, market blockage, security law or other restrictions on sale, and (iii) the net proceeds therefrom are distributed to the Members pursuant to Section 5.1(b). Such determination shall be made by an Independent Appraiser jointly selected by the Company and a majority in interest of the Put Members who exercise the put option pursuant to this Section 6.10 (a “Valuing Appraiser”). The costs of any appraisals required hereunder shall be borne by the Company.

(c)    Payment of the purchase price shall be made in cash, certified check or wire transfer of legally available funds at the closing; provided, however, that in the event the Company has not paid the full Redemption Price on the Redemption Date, (i) such unredeemed Put Units shall remain outstanding and entitled to all the rights and preferences provided herein, (ii) the unpaid portion of the Redemption Price shall bear interest at the rate of twelve percent (12%) per annum with such interest to accrue daily in arrears from the Redemption Date and to be compounded quarterly; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law and (iii) the Put Members shall have the right to cause an appraisal (with the cost of any appraisal hereunder to be borne by the Company) to determine whether the Put Fair Market Value has increased since the date such redemption was originally requested, in addition to all other remedies available to the Put Members. If a Valuing Appraiser was previously selected pursuant to Section 6.10(b) to determine the Put Fair Market Value of the Put Member’s Put Units, then such Valuing Appraiser shall perform the appraisal. If no Valuing Appraiser was previously selected pursuant to Section 6.10(b), a Valuing Appraiser shall be selected pursuant to the methodology set forth in Section 6.10(b). In the event that such Valuing Appraiser determines that the fair market value of the Put Units as of the date of such determination exceeds the Redemption Price, then the Redemption Price shall be increased to the Put Fair Market Value as so determined.

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(d)    Notwithstanding the foregoing, provided that if any TA Member is a Put Member, a TA Indirect Member shall have the right to cause the Company to purchase a proportionate number of each class of shares of stock of such TA Member (the “Blocker Stock”) (based on the proportion of its Units being sold), rather than the Units owned by the TA Member, on terms and conditions no less favorable to the TA Indirect Member than the terms and conditions of this Section 6.10 as it applies to the put of Units by the holders thereof, and in any event, the TA Indirect Member shall receive the same put proceeds in connection with the exercise of such put as the Put Member would have received had the Put Units been repurchased directly from the Put Member pursuant to Section 6.10.

(e)    The put option contained in this Section 6.10 shall cease to apply after the consummation of an initial public offering.

6.11Drag-Along Rights.

(a)    in the event a Sale Transaction is approved by the holders of a TA Majority Interest (collectively, the “Dragging Members” and each a “Dragging Member”), the Dragging Members shall notify the other Members (the “Dragged Members”) in writing (the “Members Drag-Along Notice”) of such intended transfer, which shall not be subject to the provisions of Section 7.4 hereof, and the exercise of their rights hereunder at least thirty (30) days prior to the proposed date for the consummation of such transfer, which notice will contain all of the terms of the transfer including, without limitation, the name and address of the prospective purchaser(s), the purchase price and a general description of potential adjustments thereto (the aggregate of such purchase price to be paid to the Dragging Members, the “Dragging Members Price”) and other terms and conditions of payment (or the basis for determining the purchase price per type of Unit being sold and other terms and conditions), including the date on or about which such sale is to be consummated. The Members Drag-Along Notice shall also contain a demand from the Dragging Members that the other Dragged Members shall sell all of their Units on the same terms and conditions as the Dragging Members (provided that the price for any type of Units sold by any Dragged Member shall be the Dragging Members Price for such type of Units and the price paid for the Units shall reflect the relative priorities and preferences set forth in Section 5.1. There shall be no dissenter’s rights in connection with a transaction contemplated under this Section 6.11 and no Dragged Member shall attempt to exercise any such rights in connection with any such transaction and each Dragged Member shall take all required action to approve any such transaction.

(i)    On the date set forth in the Members Drag-Along Notice, the Dragging Members shall cause to be purchased from the Dragged Members, on the terms and at the Dragging Members Price set forth in the Members Drag-Along Notice, the Units provided for in Section 6.11(a) hereof. At the date set forth in the Members Drag-Along Notice, the other Members shall, provided such sale is in accordance with all applicable securities laws and is not in violation of the Act or other applicable order, law or regulation, deliver such executed certificates or other documentation to the Dragging Members at such place as the Dragging Members shall designate, and the Dragging Members shall cause the purchase price to be paid to the Dragged Members as specified in the Members Drag-Along Notice.

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(b)    In connection with such sale, the Members Drag-Along Price per type of Unit is equal to the amount of consideration that would have been paid in respect of such type of Unit had the aggregate consideration to be received by all Members been treated as a distribution by the Company pursuant to Section 5.1(b).

(c)    The Company hereby agrees to provide its full cooperation with any transaction to be effected under this Section 6.11 and shall take any actions reasonably requested by the Dragging Parties in furtherance of such transaction, subject to Sections 3.2 and 3.3.

(d)    In connection with any such Sale Transaction, the liability of each of the Dragged Members for representations, warranties, breaches thereof, indemnification, and otherwise shall be several (except to the extent that funds may be paid out of an escrow established to cover breaches of representations, warranties, covenants and agreements of the Company and breaches of individual representations, warranties, covenants and agreements of other Members) and shall be proportionate to the proceeds received by each Member in such transaction in relation to the proceeds received by other Members, except for representations and warranties of such Dragged Member in relation to fraud, intentional misrepresentations, organization, taxes payable by such Dragged Member in relation to its Interests, and title to its Interests in the Company. In no event shall any Dragged Member have any liability to any other party in connection with such transaction in excess of the amount of proceeds received by such Dragged Member, except for liabilities associated with fraud or intentional misrepresentations by such Dragged Member.

6.12Conversion to a Corporation.

(a)    In the event that at any time after the date hereof, the Board of Managers shall determine that it shall facilitate au offering of equity interests in the Company or a successor through an initial public offering, including a Qualified Public Offering, then the Board of Managers shall have the power to cause the Company to be reorganized as a corporation (such corporation being hereinafter referred to as “NewCo”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution or other permissible manner (a “Corporate Conversion”), and the Members shall cooperate in good faith to effectuate such Corporate Conversion and public offering. The Company will use its good faith commercially reasonable best efforts to structure the Corporate Conversion as a transaction intended to qualify for tax-free treatment under Section 351 of the Code in which the TA Indirect Members transfer their Blocker Stock to NewCo. The Corporate Conversion and NewCo shall be structured to, and the charter, bylaws, shareholder and other agreements for NewCo shall, provide in the aggregate all Members and Units with the same rights, obligations, economic interests, protections and other terms as they have or enjoy in the Company, or as close thereto as is reasonably possible.

(b)    Each holder of Class A Units shall receive, in exchange for its Class A Units of a particular class, shares of convertible preferred stock (the “Preferred”) in NewCo of the relevant class having the same relative seniority, preference, voting, board rights and consent rights, economic interest and other rights and obligations including those set forth in Sections 2.7and the other provisions hereof (and in no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Class A Units) in NewCo as are set forth in this Agreement, subject to any modifications deemed appropriate by the Board of Managers (with the consent of the holders of a majority of outstanding Preferred) as a result of the Conversion. In addition to the foregoing, the certificate of incorporation of NewCo shall provide that the Preferred is automatically converted into common stock in connection with a Qualified Public Offering.

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(c)    NewCo and the Members (in their capacities as stockholders of NewCo) shall enter into a stockholders’ agreement providing for such terms and conditions as are necessary for the rights and obligations and provisions of this Agreement to continue to apply to NewCo, the stockholders of NewCo and the capital stock of NewCo, including, but not limited to, (A) an agreement to vote all shares of capital stock held by such stockholders to elect the board of directors of such resulting corporation in accordance with the substance of Section 3.1, and (B) the rights and obligations of the Members contained in herein.

(d)    NewCo and the holders of Class A Units, Class B Units and Class C Units (in their capacities as stockholders of NewCo) shall enter into a registration rights agreement on the terms and conditions set forth in Exhibit C.

(e)    Except as provided in Section 6.12, no Member will have the right or power to veto, vote for or against, amend, modify or delay a Corporate Conversion. In furtherance of the foregoing, each Member hereby makes, constitutes and appoints the Company, with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or approval of Members required to give effect to this Section 6.12, including any vote or approval required under Section 1 8-209 of the Act. The proxy granted pursuant to this Section 6.12 is a special proxy coupled with an interest and is irrevocable.

(f)    The Company and the Members hereby agree to cause any such Corporate Conversion to be structured, to the extent reasonably achievable, to maximize the ability of the Members to aggregate (or “tack”) the period during which they hold their Units together with the period during which they hold shares of capital stock of NewCo for purposes of the United States securities laws, including Rule 144 under the Securities Act. The Company shall also use commercially reasonable efforts to preserve long term capital gains treatment for the Members with regard to the Units owned by them.

(g)    Notwithstanding anything contained in this Section 6.12 to the contrary, the Company and the Members covenant and agree that, if requested by a TA Member, they shall cause the Corporate Conversion to be structured (i) in such a manner so as to enable the TA Indirect Members to receive, in exchange for the proportional amount of Blocker Stock, directly the number of shares of stock of NewCo that the TA Members would otherwise be entitled to receive pursuant to this Section 6.12 in the absence of such request by such TA Member, (ii) in such a manner so as to afford the TA Indirect Member with the same rights, preferences, privileges and benefits of restrictions that were afforded to the TA Member under this Agreement immediately prior to the Corporate Conversion, and (iii) in as tax-efficient a manner as is reasonably practicable for the Members, as well as the holders of securities in the TA Members (whether by reorganization, merger of the TA Member into the Company or successor corporation, an exchange of Units or otherwise).

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(h)    Each Member (including any Permitted Transferee thereof) agrees, if requested by the Company and a managing underwriter, if any, of Capital Stock in connection with any underwritten public offering of the Company and only upon confirmation reasonably satisfactory to such Member that all officers and directors of the Company and all holders of 5% or greater of Capital Stock of the Company have entered into similar agreements, not to directly or indirectly lend, pledge, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any equity securities of the Company held by it for (a) one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s initial public offering of Capital Stock, or (b) ninety (90) days following the effective date of the relevant registration statement in connection with any other public offering of Capital Stock, as such managing underwriter shall specify reasonably and in good faith. Notwithstanding the foregoing, if (x) during the last 17 days of the foregoing 180-day period or 90-day period, as applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs or (y) prior to the expiration of the i 80-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Holder shall enter into customary letter agreements to the foregoing effect if so requested by the Company and the Managing Underwriter.

6.13Structure of a Sale of Units by TA. The Company will give the TA Members thirty (30) days prior written notice of any proposed Sale Transaction. In connection with any Sale Transaction or any Transfer of Units held by any TA Member, as a condition precedent to the consummation of such Sale Transaction or Transfer, the TA Indirect Member shall have the right to sell its Blocker Stock to the buyer in such Transfer or Sale Transaction for a price equal to the amount that the TA Member would have otherwise received in such Transfer or Sale Transaction if the net proceeds paid by the buyer in connection with any Sale Transaction or Transfer were distributed in accordance with Section 5.1(b) as though such proceeds were received by the Company and distributed to the Members. All terms of such purchase shall be as similar as possible and in no event less favorable to the TA Indirect Member relative to the terms and conditions the TA Member would have received had they sold the underlying Units directly to the buyer absent this Section 6.13.

ARTICLE VII

UNITS

7.1Nature of Units. Units are personal property carrying only the rights, powers, authority, privileges and preferences provided herein, notwithstanding the nature of the property held by the Company.

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7.2Ownership of Units. The ownership of Units and shall be recorded on the books and records of the Company, and no certificates representing Units shall be issued except to the extent and in such manner as the Board of Managers may determine from time to time. The books and records of the Company as maintained by the Company (or by a Person appointed by the Board of Managers) shall be conclusive as to who are the holders of Interests and as to the balances of their respective Capital Accounts. Upon any change in the ownership of Units, the Board of Managers shall prepare an amendment to Exhibit A to reflect such change.

7.3Admission of Additional Members; Issuance of Units. The Board of Managers, on behalf of the Company, may admit additional Persons as Members (each, an “Additional Member”) who shall have an Interest on such terms as the Board of Managers may determine; provided, however, that (i) such issuance is permitted by this Agreement, including any consent rights or amendments required by the terms thereof, and made in accordance with and subject to the terms of Section 6.9 to the extent applicable; (ii) the Board of Managers shall promptly give Notification to the other Members of the name of each Person so admitted pursuant to this Section 8.3 and (iii) the Board of Managers, on behalf of the Company, may issue (an “Issuance”) Class D Units to employees of the Company or its Subsidiaries to be admitted as Additional Members, all as provided in the Equity Incentive Plan.

7.4Transfers of Units.

(a)Transfers by Members; Restrictions on Transfers.

(i)    No Member, other than any TA Member, may directly or indirectly Transfer Interests, or any interest therein, unless such Transfer is permitted pursuant to this Agreement and has been expressly approved in writing by the Board of Managers, which may withhold such approval in its sole discretion or may grant such approval on such terms and subject to such conditions as the Board of Managers may determine; provided, however, that the Board of Managers shall promptly give Notification to the other Members of the name of each Person to whom a Transfer has been approved by the Board of Managers pursuant to this Section  7.4(a). Any transfer that is so approved shall be subject to the further provisions of this Section 7.4. Notwithstanding the foregoing, subject to Section 7.4(d), all Units held at any time by TA Members shall be freely transferable and not subject to the other provisions of this Section 7.4.

(ii)    For the purposes of this Agreement, an indirect Transfer shall include any transfer of any securities issued by Management Holdco or any issuance of Capital Stock by Management Holdco after the date hereof. Each of the Shareholders of Management Holdco has executed this Agreement solely for the purpose of enforcing the provisions of this Section 7.4 with respect to any indirect Transfer of any securities issued by Management Holdco.

(b)Non-Restricted Voluntary Transfers of Units. Subject to the conditions and restrictions set forth in Section 7.4(b(iv) below relating to Permitted Transfers, and notwithstanding the restrictions on transfers of Units held by Members other than the TA Members, the Units of any Member may be Transferred (a “Permitted Transfer”) to a Person who is not a competitor of the Company without complying with Section 7.4(c) and, if applicable, Section 7.4(d) solely in accordance with any of the following:

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(i)    After the date of this Agreement, any Member who is a natural person may Transfer up to forty percent (40%) of the amount of such Member’s Units as of and following the completion of the transactions contemplated hereby either one time or in a series of transactions by gift, sale, will, intestacy or otherwise, to one or more members of such Member’s Family, to a trust solely for the benefit of such Member and/or one or more members of such Member’s Family, to one or more beneficiaries of any trust that is or was a Member, to a corporation of which such Member and/or such Member’s Family and/or Family trust are the sole shareholders or to a partnership or limited liability company in which such Member and/or such Member’s Family holds all of the interests, provided that such member retains voting control (either as a trustee, through corporate governance measures, by way of irrevocable proxy, or otherwise) over a majority of all Units held by such Member as of the date hereof.

(ii)    A Member that is a partnership, corporation, limited liability company, trust or similar entity (each, an “Entity Member”) may Transfer up to forty percent (40%) of the amount of such Entity Member’s Units to (i) one or more partners, shareholders, members, beneficiaries or similar owners of or investors in such Entity Member (each, an “Entity Member Owner”) or (ii) a trust solely for the benefit of (x) one or more Entity Member Owners or (y) up to forty percent (40%) of the amount of such Entity Member Owner’s Units to one or more members of the Family of such Entity Member Owner. Notwithstanding the foregoing, Management Holdco may distribute or transfer all of the Units held by Management Holdco to the Shareholders, by way of transfer, distribution, dissolution, liquidation or otherwise; provided, that upon receipt of the Units from Management Holdco, such Shareholders shall be admitted as Additional Members pursuant to Section 7.3 and agree to become subject to the terms and conditions of this Agreement that are applicable to Members by executing a counterpart signature page to this Agreement.

(iii)    Notwithstanding any provision of this Section 7.4(b) to the contrary, no Transfer shall be permitted under this Section 7.4(b) to or for the benefit of a separated or divorced spouse by agreement, court order or otherwise. Any transfer or disposition of Units made pursuant to this Section 7.4(b) shall be made only in such manner as to provide control of such Units by a competent legal entity or adult, and so as not to vest control of any Units in any minor or other legally incompetent person.

(iv)    A Transfer will not be treated as a Permitted Transfer unless and until the following conditions are satisfied:

(A)    The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In all cases, the Company will be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.

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(B)    The transferor and transferee will furnish the Company with the transferee’s taxpayer identification number, and any other information or tax forms necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company will not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information.

(C)    Either (i) such Units will be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (ii) the Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transfer of securities, as determined by the Board of Managers with the advice of counsel. In connection with the foregoing, the transferor will provide, upon the Company’s reasonable request, an opinion of counsel, which opinion and counsel will be reasonably satisfactory to the Company, to the effect that such Transfer will be exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the transfer of securities.

(D)    The transferor may grant to any transferee (a “Permitted Transferee”) of Units pursuant to a Permitted Transfer, the right to become a substitute Member, with respect to the Units transferred; provided, however, that the Permitted Transferee will not become a substitute Member unless and until the admission of the Permitted Transferee is consented to in writing by the Board of Managers, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, however, that Permitted Transferees shall only be permitted to transfer Units to Permitted Transferees of the Member who held such Units as of the date of this Agreement.

(E)    All transferees hereunder shall be bound by the terms of this Agreement in the same manner as the transferors.

(c)Rights of Refusal. Subject to Section 7.4(a), in the event that any of the Members other than a TA Member entertains a bona fide, arm’s length offer (a “Transaction Offer”) from any other Person (a “Buyer”) to purchase all or any portion of the Class C Units or Class D Units held by such Member, such Member (a “Transferring Member”) may, subject to the provisions of Section 7.4(d). Transfer such Units pursuant to and in accordance with the following provisions of this Section 7.4(c):

(i)Offer Notice. The Transferring Member shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify the Company and the TA Members of such Transferring Member’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 7.4(c) and, if applicable, Section 7.4(d) (such notice, the “Company Offer Notice”). The Transferring Member’s Company Offer Notice shall constitute an irrevocable offer to sell any or all of the Units which are the subject of the Transaction Offer (the “Offered Units”) to the Company on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions as, the Transaction Offer. The Company Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection therewith).

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(ii)Company’s Option. At any time within thirty (30) days after receipt by the Company of the Company Offer Notice (the “Company Option Period”), the Company may elect to accept the offer to purchase with respect to any or all of the Offered Units and shall give written notice of such election (the “Company Acceptance Notice”) to the Transferring Member within the Company Option Period, which notice shall indicate the maximum number of Offered Units that the Company is willing to purchase. A Company Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Units covered by such Company Acceptance Notice. The closing for such purchase of the Offered Units by the Company under this Section 7.4(c) shall take place at the offices of the Company no later than the later of (i) thirty (30) days following the later of the expiration of the Company Option Period or the Members Option Period, as applicable, and (ii) five (5) days following the date on which all governmental approval or filing requirements relating to the purchase of the Offered Units are satisfied, or on such other date or at such other place as may be agreed to by the Transferring Member and the Company. If the Company does not exercise its right to purchase all of the Offered Units under this Section 7.4(c)within the Company Option Period, the Transferring Member shall so notify the TA Members promptly following the expiration of the Company Option Period (the “Members Offer

Notice”), which Members Offer Notice shall identify the Offered Units that the Company did not

elect to purchase (the “Remaining Units”). The Remaining Units shall be subject to the option granted to the TA Members pursuant to Section 7.4(c)(iii)below.

(iii)TA Members’ Option. At any time within ten (10) days after receipt by the TA Members of the Members Offer Notice (the “Members Option Period”), each TA Member and its Affiliates may elect to accept the offer to purchase with respect to any or all of the Remaining Units and shall give written notice of such election (each a “Members Acceptance Notice”) to the Transferring Member and each other TA Member within the Members Option Period, which notice shall indicate the maximum number of Remaining Units that such TA Member is willing to purchase, including the number of Remaining Units it would purchase if one or more other TA Members do not elect to purchase their Pro Rata Fractions (as defined in Section 7.4(c)(iv) below). A Members Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Remaining Units covered by such Member Acceptance Notice. The closing for such purchase of the Remaining Units by the TA Members under this Section 7.4(c) shall take place at the offices of the Company no later than the later of (i) thirty (30) days following the expiration of the Members Option Period, and (ii) five (5) days following the date on which all governmental approval or filing requirements relating to the purchase of the Remaining Units are satisfied, or on such other date or at such other place as may be agreed to by the Transferring Member and such TA Members.

(iv)Allocation of Remaining Units among TA Members. Upon the expiration of the Members Option Period, the number of Remaining Units to be purchased by each TA Member shall be determined as follows: (i) first, there shall be allocated to each TA Member electing to purchase, a number of Remaining Units equal to the lesser of (A) the number of Remaining Units as to which such TA Member accepted the offer to purchase, as set forth in its respective Member Acceptance Notice, or (B) such TA Member’s Pro Rata Fraction (as defined below), and (ii) second, the balance, if any, not allocated under clause (i) above, shall be allocated to those TA Members who within the Members Option Period delivered a Member Acceptance Notice to purchase a number of Remaining Units that exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the number of Units held by each such TA Members up to the amount of such excess. A TA Member’s “Pro Rata Fraction” shall be equal to the product obtained by multiplying the total number of Remaining Units by a fraction, the numerator of which is the total number of Units owned by such TA Member, and the denominator of which is the total number of Units held by all TA Members, in each case calculated as of the date of the Members Offer Notice.

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(v)Valuation of Property. In the event that the price set forth in the Company Offer Notice or the Members Offer Notice is stated in consideration other than cash or cash equivalents, the Transferring Member and the Company or the holders of a TA Majority Interest, as applicable, shall mutually determine the fair market value of such consideration, reasonably and in good faith, and the Company or the electing TA Members, as applicable, may effect their purchase under this Section 7.4(c) by payment of such fair market value in cash or cash equivalents; provided that, if the parties cannot mutually agree upon such fair market value, they shall settle such dispute using the valuation methodology provided for in Section 6.10.

(vi)Sale to Third Party. In the event that the Company and the TA Members or any assignees thereof, together as a group, do not elect to exercise the rights to purchase under this Section 7.4(c) with respect to all of the Remaining Units proposed to be sold, the Transferring Member may sell the Remaining Units not purchased by the TA Members or any assignees thereof under this Section 7.4(c) to the Buyer on the terms and conditions set forth in the TA Members Offer Notice, subject to prior compliance with the provisions of Section 7.4(d). If the Transferring Member’s sale to a Buyer is not consummated in accordance with the terms of this Section 7.4(c), the Transaction Offer shall be deemed to lapse, and any Transfers of Units by the Transferring Member shall be in violation of the provisions of this Agreement unless the Transferring Member sends a new Company Offer Notice and once again complies with the provisions of this Section 7.4(c) with respect to such Transaction Offer.

(d)Co-Sale Option of Members. If (x) a Transferring Member provides an Offer Notice to sell Offered Units and the TA Members or any assignees thereof, together as a group, do not elect to exercise the rights to purchase under Section 7.4(c) with respect to all of the Offered Units or (y) any Member holding Class A Units or Class B Units entertains a Transaction Offer from a Buyer to purchase all or any portion of the Class A Units or Class B Units held by such Member, such Member shall be a Transferring Member and such Units shall be Offered Units, in each case for the purpose of this Section 7.4(d) (and not, for the sake of clarity, for the purposes of Section 7.4(c)), such Transferring Member may Transfer the Offered Units only pursuant to and in accordance with the following provisions of this Section 7.4(d):

(i)Co-Sale Notice. The Transferring Member shall provide notice (the “Co-Sale Notice”) to each of the TA Members and holders of Class C Units (each a “Non-Purchasing Member”) of its right to participate (by selling Class A Units, Class B Units and/or Class C Units held by each of the Non-Purchasing Members to the Buyer) in the Transaction Offer on a pro rata basis (as determined in accordance with Section 7.4(d)(iii) below) with the Transferring Member and on the same terms and conditions applicable to the Transferring Member (except as to price as set forth in the proviso to Section 7.4(d)(ii)), as are set forth in the Offer Notice (the “Co-Sale Option”). To the extent one or more Non-Purchasing Members exercise their Co-Sale Option in accordance with this Section 7.4(d), the number of Offered Units that the Transferring Member may Transfer in the Transaction Offer shall be correspondingly reduced.

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(ii)Non-Purchasing Member Acceptance. Each of the Non-Purchasing Members shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (the “Co-Sale Acceptance Notice”) to the Transferring Member within thirty (30) days after receipt by such Non-Purchasing Member of the Co-Sale Notice (the “Co-Sale Election Period”). Each Co-Sale Acceptance Notice shall indicate the maximum number of Units subject thereto which the Non-Purchasing Member wishes to sell, including the number of Units it would sell if one or more other Non-Purchasing Members do not elect to participate in the sale on the terms and conditions stated in the Offer Notice. Any Non-Purchasing Member holding Class A Units shall be permitted to sell to the relevant Buyer in connection with any exercise of the Co-Sale Option Class A Units, provided, that in the case of the sale of such Class A Units, the Buyer shall pay for each such Unit the greater of (A) the full Initial Unit Capital of each such Class A Unit or (B) the relevant aggregate purchase price per Unit for the Class C Units and Class D Units being transferred.

(iii)Allocation of Units. Each Non-Purchasing Member shall have the right to sell a portion of its Units pursuant to the Transaction Offer which is equal to or less than the product obtained by multiplying the total number of Offered Units available for sale to the Buyer by a fraction, the numerator of which is the total number of Units owned by such Non-Purchasing Member and the denominator of which is the total number of Units held by all Non-Purchasing Members who have submitted a Co-Sale Acceptance and the Transferring Member, in each case as of the date of the Offer Notice, subject to increase as hereinafter provided. If any Non-Purchasing Member does not elect to sell the full amount of such Units which such Non-Purchasing Member is entitled to sell pursuant to this Section 7.4(d), then any Non-Purchasing Members who have elected to sell Units shall have the right to sell, on a pro-rata basis (based on the number of Units held by each such Non-Purchasing Member) with any other Non-Purchasing Members and up to the maximum number of Units stated in each such Non-Purchasing Member’s Co-Sale Acceptance Notice, any Units not elected to be sold by such Non-Purchasing Member, but that the Non-Purchasing Member was entitled to sell under this Section 7.4(d).

(iv)Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Member shall promptly notify each participating Non-Purchasing Member of the number of Units held by such Non-Purchasing Member that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) calendar days after the end of the Co-Sale Election Period and (ii) five (5) days following the date on which all governmental approval or filing requirements relating to the sale of any of the Units are satisfied. Each participating Non-Purchasing Member may consummate the sale of Units in any Transaction Offer hereunder by delivery to the Buyer, or to the Transferring Member for delivery to the Buyer, of one or more instruments or certificates, properly endorsed for transfer, representing the Units it elects to sell pursuant thereto or by delivery to the Company of instruments in writing instructing the Company to transfer such Units to the Buyer in the book and records of the Company, including by updating Exhibit A hereto. Subject to Section 7.4(d)(ii), the terms of any such sale to such Non-Purchasing Members shall be the same as the terms agreed to by the Transferring Member, and the Non-Purchasing Members participating in such sale shall execute and deliver such documents as are to be delivered by the Transferring Member, and such other documents as may be reasonably necessary to complete such sale. At the time of consummation of the Transaction Offer, the Buyer shall remit directly to each participating Non-Purchasing Member that portion of the sale proceeds to which the participating Non-Purchasing Member is entitled by reason of its participation in the Transaction Offer. No Units may be purchased by the Buyer from the Transferring Member unless the Buyer simultaneously purchases from the participating Non-Purchasing Members all of the Units that they have elected to sell pursuant to this Section 7.4(d).

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(v)Sale to Third Party. Any Units held by a Transferring Member that are the subject of the Transaction Offer, that have not been purchased by the participating investors and that the Transferring Member desires to Transfer to a Buyer following compliance with this Section 7.4(d), may be sold to such Buyer only during the period specified in Section 7.4(d)(iv) and only on terms no more favorable to the Transferring Member than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Member shall notify the Company, which in turn shall promptly notify the Non-Purchasing Members, of the consummation thereof and shall furnish such evidence of the completion and date of completion of the Transfer and of the terms thereof as may reasonably be requested by the Board of Managers. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall become bound by the terms of this Agreement in the same manner as the Transferring Member, whereupon such Buyer shall have all the rights and obligations of a Member hereunder upon approval of the admission of such Transferee hereunder. In the event that the Transaction Offer is not consummated within the period required by this Section 7.4(d) or the Buyer fails timely to remit to each participating Non-Purchasing Member its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Units by the Transferring Member shall be in violation of the provisions of this Agreement unless the Transferring Member sends a new Offer Notice with respect to such Offered Units and once again complies with the provisions of Sections 7.4(c) and 7.4(d) with respect to such Transaction Offer.

(e)    A Person to whom a Unit, or any interest therein, has been Transferred pursuant to the provisions of this Section 7.4 (such Person, an “Assignee”) shall have the right and be entitled to share in such profits and losses, to receive such distributions, and to receive such allocations of items of the Company’s income, gain, deduction, loss and credit, as the transferor would have been entitled to share and receive in respect of the Units or interest therein so Transferred, but, except as contemplated by this Section 7.4, shall not have the right or be entitled to become a Member or to exercise any of the other rights, powers or authority of a Member. For the avoidance of doubt, to the extent that this Agreement contemplates that the Company or the Board of Managers may take a particular action with respect to any Member or Members, the Company or the Board of Managers, as applicable, may take the same action with respect to any Assignee or Assignees.

(f)    Except pursuant to Section 7.4, which is governed by the Board of Manager approval rights therein, no Assignee shall become a Member without the express approval of the Board of Managers, which may withhold such approval in its sole discretion or may grant such approval on such terms and subject to such conditions as it may determine.

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(g)    Unless the Board of Managers expressly agrees otherwise, no Person who is a “judgment creditor” of a Member within the meaning of Section 18-703(a) of the Act may redeem the Units of such Member, notwithstanding that such Units have been charged to satisfy a judgment against such Member in favor of such Person in accordance with the provisions of Section 18-703(a) of the Act.

7.5Prohibited Transfers.

(a)    Any purported Transfer of a Unit that is not a Permitted Transfer, and that is not made pursuant to this Article VII, will be null and void and of no effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not permitted pursuant to this Article VII, the Unit transferred will be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Unit, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Company and neither the transferee nor the transferor will have any rights as to the management of the Company with respect to such transferred Units; provided, however, that the Company shall have the option to purchase, subject to approval by the holders of Class A Units as contemplated hereby, such transferred or purportedly transferred Units from the transferee by delivering written notice of its intention to purchase such Units to the transferee at any time within one (1) year after the Company has knowledge of a Transfer that is not permitted pursuant to this Article VII, to the extent permitted by law. The Company may assign all or part of its right to purchase such transferee’s Units as provided in the foregoing sentence to the non-transferring Members on a pro rata basis or such other basis as such Members agree, provided that all of the Units held by such transferee is purchased by the Company or its Member assignees. The purchase price shall be an amount equal to the price determined in accordance with Section 6.11 hereof (if applicable) or (if Section 7.4 is not applicable) the book value of such Units as determined in accordance with GAAP, and the terms of sale for such Units shall be determined in accordance with Section 6.11 hereof (if applicable) or otherwise by the Board of Managers.

(b)    In the case of a Transfer or attempted Transfer of a Unit that is not permitted pursuant to this Article VII, the parties engaging or attempting to engage in such Transfer will be liable to indemnify and hold harmless the Company and the other Members from all costs, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

7.6Legend. Each Member hereby agrees that, in addition to any other legend required by law, the following legend may be placed upon any counterpart of this Agreement, any certificate of membership, or any other document or instrument evidencing ownership of a Unit or other equity interest (or security exchangeable, exercisable or convertible into a Unit or other equity interest) of the Company:

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The Units or other equity interest represented by this document have not been registered under any securities laws and are subject to restrictions on transfer set forth in that certain Limited Liability Company Agreement of Dymatize Enterprises, LLC, dated December 23, 2010, as amended from time to time (the “Company Agreement”). A Unit or other equity interest may not be sold, assigned or transferred, nor will any assignee, vendee, transferee or endorsee thereof be recognized as having acquired any such Unit or equity interest by the issuer for any purposes unless the conditions set forth in the Company Agreement have been satisfied and unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Unit will then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification will be established to the reasonable satisfaction of counsel to the Company.

7.7Distributions and Allocations with Respect to Transferred Units. If any Unit is transferred during any accounting period in compliance with the provisions of this Article VII, Profits, Losses, each item thereof, and all other items attributable to the transferred Unit for such period will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Company. All distributions on or before the date of such Transfer will be made to the transferor, and all distributions thereafter will be made to the transferee. Solely for purposes of making such allocations and distributions, the Company will recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that if the Company does not receive a notice stating the date such Unit was Transferred and such other information as the Company may reasonably require within thirty (30) days after the end of the accounting period during which the Transfer occurs, then all of such items will be allocated, and all distributions will be made, to the Member who, according to the books and records of the Company, on the last day of the accounting period during which the transfer occurs, was the owner of the Unit. Neither the Company nor any Member will incur any liability for making allocations and distributions in accordance with the provisions of this Section 7.7, whether or not the Company has knowledge of any Transfer of ownership of any Unit.

7.8Voting. Except as otherwise provided in Sections 3.3 through 3.5, voting by the Members on any matter that is to be voted on, consented to or approved by the Members shall be based on the Units held by each Member.

7.9Meetings of Members.

(a)Meetings. Meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Managers, and shall be called at the request in writing of any Member or group of Members holding either (i) at least twenty-five percent (25%) of the outstanding Class C Units or (ii) at least ten percent (10%) of the outstanding Class A Units. The Chairman of the Board, or such other person as designated by the Board of Managers, shall preside at all meetings of the Members.

(b)Place of Meetings. The Board may designate any place, either within or outside the State of Delaware, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be at the Company’s principal place of business in Farmers Branch, Texas.

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(c)Notice of Meetings. Except as provided in Section 7.9(d) hereof, the Board of Managers shall deliver or cause to be delivered a notice of such meeting to each Member entitled to vote at such meeting. Said notice shall be delivered not less than five (5) days nor more than sixty (60) days before the date of such meeting and shall state the place, day and hour of the meeting and the purpose or purposes for which the meeting is called.

(d)Meeting of all Members. If all of the Members shall meet at any time and place, either within or outside of the State of Delaware, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

(e)Record Date. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 7.9, such determination shall apply to any adjournment thereof.

(f)Quorum. Members holding a majority of all Units entitled to vote on the matters to be presented at a meeting of the Members, whether represented in person or by proxy, shall constitute a quorum at such meeting. In the absence of a quorum at any such meeting, the Members holding at least two-thirds (2/3) of the Units so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. However, if the adjournment is for more than sixty (60) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Units whose absence would cause less than a quorum.

(g)Manner of Acting. If a quorum is present, the affirmative vote of Members holding at least a majority of all Units entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater or lesser proportion or number or separate class vote is otherwise required by the Act, the Certificate or this Agreement.

(h)Proxies. At all meetings of the Members, a Member may vote in person or by written proxy executed by the Member or by such Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting.

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(i)Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if such action is approved by the Members holding at least a majority (or such greater number as may be required by law or this Agreement) of all Units entitled to vote on, or consent to the action (unless the action to be voted on or consented to is limited to an action for which only the vote or consent of the holders of a particular class or classes of Units is required) and such approval is evidenced by one or more written consents describing the action taken, signed by the requisite number of qualified Members (unless the action to be voted on or consented to is limited to an action for which only the vote or consent of the holders of a particular class or c lasses of Units is required) and delivered to the Company for inclusion in the minutes of the Company or for filing with the Company records. Action taken under this Section 7.9(i) is effective when the requisite number of qualified Members have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. Notice of any action taken under this Section 7.9(i) shall be given to each Member who was entitled to vote thereon but did not sign a written consent with respect to such action within ten (10) business days following the effective date of the consent, and in any event prior to the effectiveness with regard to such Member of any action taken in such consent which would affect the rights, obligations or interests of such Member.

(j)Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE VIII

CONFIDENTIALITY

8.1General Rule of Confidentiality. Each Member, by executing a counterpart of this Agreement, acknowledges and agrees that as a Member, it had or will have access to certain nonpublic information about the Company and the other parties hereto and agrees to treat such information in accordance with this Article VIII. For the purposes of this Article VIII, “Confidential Information” shall mean all information and documents concerning a party to this Agreement and/or its Affiliates (whether prepared by such party, its advisers or otherwise and irrespective of the form of data or communication) received by a party hereto or its Affiliates (a “Receiving Party”) from a party hereto or its Affiliates (a “Disclosing Party”). The term Confidential Information includes analyses, memoranda, notes, compilations, and other materials (including, in the case of the Company and its Subsidiaries, the information (including, without limitation, the ingredients, recipes, formulae or concentrations) necessary to produce any of the products manufactured by the Company or its Subsidiaries) prepared by a Receiving Party from information that otherwise meets the definition of Confidential Information. Notwithstanding anything to the contrary in this Agreement, the term Confidential Information excludes any information that (i) at the time of disclosure or thereafter is generally available to or known by the public (other than by reason of a breach of this Agreement), (ii) was within the possession of the Receiving Party and/or its Affiliates prior to its being furnished by a Disclosing Party to such Receiving Party and/or any of its Affiliates, or (iii) has been independently acquired or developed by the party in possession of such information and/or its Affiliates without violation of any obligation under this Agreement or any other confidentiality obligation to a Disclosing Party.

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8.2Exceptions to General Rule of Confidentiality. Notwithstanding the provisions of Section 8.1:

(a)    Confidential Information may be used solely for any of the following purposes (each, a “Permitted Purpose”): (i) evaluating the transactions contemplated by this Agreement; (ii) evaluating the performance of a party under and/or the compliance of a party with this Agreement; (iii) actions by the Receiving Party under or in connection with any of this Agreement or (iv) in connection with any Member’s ongoing investment in the Company. Each party to this Agreement agrees to keep, and to cause its Representatives (as defined below) to keep, all the Confidential Information as confidential and not to disclose, or permit any of its Representatives to disclose, any Confidential Information to any person; provided, however, that (i) each party hereto may disclose the Confidential Information or portions thereof to those of its Affiliates, directors, officers, employees, agents or advisors (the persons to whom such disclosure is permissible being collectively called “Representatives”) who need to know such information for a Permitted Purpose and who, prior to the receipt of Confidential Information, agree to keep such information confidential and agree to be bound by the terms hereof to the same extent as if they were parties hereto and (ii) the TA Members and their Affiliates shall be able to disclose to their investors and prospective investors the material terms of their investment and of this Agreement, so long as such investors and prospective investors are bound by confidentiality obligations to the TA Members or their Affiliates.

(b)    In the event that any party hereto or any of its Representatives is required in legal proceedings or similar process to disclose any of the Confidential Information, the required party shall provide the Disclosing Party of such information with prompt prior written notice of any such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the terms of this Agreement. In the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party and its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information that its counsel advises it in writing is legally required to be disclosed; provided that the Receiving Party or its Representatives have used reasonable efforts to obtain, to the extent possible, reliable assurances that confidential treatment will be accorded to such information.

8.3Company’s Right to Injunctive Relief. It is expressly agreed among the parties that the Company would be irreparably damaged by reason of any breach of any of the provisions of this Article VIII, and that any remedy at law for any such breach would be inadequate. Therefore, the Company shall be entitled to seek and obtain injunctive or other equitable relief (including a temporary restraining order, a temporary injunction or a permanent injunction) against any Member for a breach or threatened breach of any such provision and without the necessity of proving actual monetary loss. It is expressly agreed among the parties that this injunctive or other equitable relief shall not be the Company’s exclusive remedy for any breach of this Article VIII, and the Company shall be entitled to seek any other relief or remedy that either may have by contract, statute, law or otherwise for any breach of this Article VIII, and it is agreed that the Company shall also be entitled to recover its attorneys’ fees and expenses in any successful action or suit against any Member relating to any such breach.

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8.4Intellectual Property. No Member, by becoming a Member or pursuant to any provision hereof, shall have any right, title or interest in or to any of the intellectual property, confidential data or software of the Company.

ARTICLE IX

RECORDS AND ACCOUNTING; REPORTS

9.1Company Records.

(a)    The Board of Managers shall cause the Company to maintain complete and accurate books and records of the business of the Company, including such books and records the Company is required to maintain pursuant to the provisions of the Act (“Company Books and Records”).

(b)    Upon the filing of the certificate of cancellation of the Certificate, the Company shall provide for the safekeeping of its books and records, and access thereto by Persons who at any time were Members of the Company, for a period of not less than four (4) years.

9.2Accounting Methods. The Company shall keep its accounting books and records in accordance with the provisions of this Agreement under the accrual method of accounting, and, as to matters not specifically covered in this Agreement, in accordance with generally accepted accounting principles. The fiscal year of the Company shall be the calendar year.

9.3Expense Accruals; Reserves.

(a)    For purposes of determining the amount of the Company’s liabilities, the Board of Managers may estimate expenses that are incurred on a regular or recurring basis over yearly or other periods and treat the amount of any such estimate as accruing in equal proportions over any such period.

(b)    The Board of Managers may from time to time establish such reserves as it may believe to be reasonably necessary or advisable, in consideration of the necessity or advisability thereof under generally accepted accounting principles, in connection with the operation of the Company’s business (“Reserves”).

(c)    Without limitation of any other provision of this Agreement, the Company agrees to reimburse any TA Member and its Affiliates on an ongoing basis, promptly upon demand by such Person, for all reasonable disbursements and out-of-pocket expenses incurred by such Person in connection with the TA Members’ ownership of Class A Units and Class B Units, and any other equity interest, of the Company. The amount, nature and timing of such disbursements, and all supporting documentation, shall be provided to any Member holding at least 5% of the then outstanding Units upon request.

9.4Reports. As to each of the first three (3) fiscal quarters, each fiscal year of the Company and each calendar month, any Member holding at least 5% of the then outstanding Units (a “Major Member”) at any time during such quarter or year shall have the right to receive, within 30 days of the end of such calendar month, within 45 days of the end of such quarter and within 90 days of the end of such year, a copy of (a) the consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter or year, (b) a consolidated income statement of the Company and its Subsidiaries for such quarter or year, and (c) a statement showing the amounts distributed by the Company to each of the Members in respect of such quarter or year, whether as distributions, fees or reimbursements. In addition, as to each fiscal year of the Company, each Major Member shall have the right to receive a copy of the annual budget and business plan of the Company and its Subsidiaries for such year within 30 days of the beginning of such year.

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9.5Tax Returns.

(a)    The Board of Managers will cause federal, state and local income tax returns for the Company to be prepared and timely filed (subject to its determination, as applicable, to obtain extensions) with the appropriate authorities. The Board of Managers (including the TA Board Members) shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, deduction, loss and credit or any other method or procedure related to the preparation of such tax returns. In addition, the Board of Managers (including the TA Board Members) may cause the Company to make (or refrain from making) any and all tax elections permitted by such tax laws, except to the extent an election is required pursuant to Section 5.4.

(b)    As soon as reasonably practicable after the end of each fiscal year of the Company, the Board of Managers shall cause to be delivered to each Person who was a Member at any time during such fiscal year such tax information and schedules as shall be necessary for the preparation by each such Person of its federal income tax return (it being understood and agreed that the tax returns of the Company may be delayed so that it may be necessary for the Members to obtain extensions for the filing of their own tax returns).

(c)    Each Member agrees in respect of any year in which such Member had an investment in the Company that, unless otherwise agreed by the Board of Managers, such Member shall not: (i) treat, on its individual tax returns, any item of income, gain, loss, deduction or credit relating to such investment in a manner inconsistent with the treatment of such item by the Company, as reflected on the Schedule K-1 or other information statement furnished by the Company to such Member; or (ii) file any claim for refund relating to any such item based on, or which would result in, any such inconsistent treatment.

ARTICLE X

INDEMNIFICATION

10.1Indemnification.

(a)    The Company will indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding, other than an action by or in the right of the Company, because such Person is or was a Member (or Affiliate of Member), Board Member or officer, of the Company or is or was serving at the request of the Company as a manager, director, trustee or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (individually, an “Indemnified Person” and collectively “Indemnified Persons”). The Company will indemnify an Indemnified Person against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the Indemnified Person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful. The Company may indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal or administrative proceeding, other than in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 10.1(a).

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(b)    The Company will indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, because he is or was an Indemnified Person. The Company will indemnify an Indemnified Person against expenses, including attorneys’ fees, that were actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of the action or suit if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that an indemnification will not be made in respect of any claim, issue or matter as to which the person is adjudged (by the court of common pleas or the court in which the action or suit was brought) to be liable for gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper. The Company may indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 10.1(b).

(c)    To the extent that an Indemnified Party has been successful or partially successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 10.1(a) or (b) or has been successful in defense of any claim, issue or matter in an action, suit or proceeding referred to in those paragraphs, he will be indemnified against expenses, including attorney’s fees, that were actually and reasonably incurred by such person in connection with the action, suit or proceeding on which such person was successful or partially successful. For the purposes of this Section 10.1(c) and without limitation, the termination of any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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(d)    The indemnification authorized by this Section 10.1 is not exclusive of and will be in addition to any other rights granted to those seeking indemnification under this Agreement, any other agreement (including any indemnification agreement entered into between the Company and the Manager) a vote of Members or disinterested Board Members of the Company, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions. The indemnification will continue as to a person who has ceased to be a Member, Manager, officer, employee or agent of the Company and will inure to the benefit of such person’s heirs, executors, administrators, successors and assigns. In the event that this Article X is amended or modified to eliminate or reduce the indemnification available to any person hereunder, such amendment or modification shall not be effective with regard to any claim arising out of any act, fact or circumstance existing prior to the date of such amendment or modification.

(e)    The Company shall purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, for or on behalf of any person who is or was a Member, Manager or officer of the Company. The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by them in any capacity described in this Article X or for any liability arising out of their status as described in this Article X, whether or not the Company would have the power to indemnify them against that liability under this Section 10.1. Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

(f)    Subject to Section 10.1(d), the Company shall advance expenses as they are reasonably incurred, prior to the final disposition of an action, suit or proceeding, or the payment of indemnification, insurance or other protection that may be provided pursuant to Section 10.1(e) or (f); provided, however, the Company shall not advance any expenses incurred by an Indemnified Person as they are incurred until it has received an undertaking by such Indemnified Person to repay the Company if such Indemnified Person shall be determined not to be entitled to indemnification pursuant to this Section 10.1. Section 10.1(a) and (b) do not create any obligation to repay or return payments made by the Company pursuant to Section 10.1(e) or (f).

(g)    The Company hereby acknowledges that certain members of its Board of Managers and certain of its Members (the “Fund Indemnitees”) may have rights to indemnification, advancement of expenses and/or insurance with respect to their service on the Board of Managers or otherwise in connection with their involvement with the Company provided by other Persons (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e. , its obligations to the Fund Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Fund Indemnitees are secondary), and, (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Fund Indemnitees with respect to any claim for which the Fund Indemnitees have sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Fund Indemnitees against the Company.

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10.2Reliance on Acts of Board of Managers. No financial institution or any other person, firm or corporation dealing with the Board of Managers shall be required to ascertain whether the Board of Managers is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by the Board of Managers.

ARTICLE XI

AMENDMENT

11.1Amendments Not Requiring Consent of Members. Subject to the provisions ofSection 11.3:

(a)    The Board of Managers, without obtaining the authorization or approval of any Member other than the holders of a majority of the outstanding Class A Units as required in Section 3.3 and without giving prior Notification to any Member other than the TA Members, may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, removing any one or more provisions here from or adding one or more provisions hereto, to the extent necessary, in the judgment of the Board of Managers, to:

(ii)    cause the provisions of Article V to comply with the provisions of Section 704 of the Code and the Treasury Regulations thereunder;

(iii)    otherwise cause the provisions of this Agreement to comply with any requirement, condition or guideline contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;

(iv)    ensure the Company’s continuing classification as a partnership for federal income tax purposes;

(v)    prevent the Company from being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations; or

(vi)    reflect the admission of any Member.

(b)    Upon giving Notification to the Members, but without obtaining the authorization or approval of any Member, other than the holders of a majority of the outstanding Class A Units as required in Section 3.3 and the holders of a majority of the outstanding Class C Units as required in Section 11.2, the Board of Managers may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, removing any one or more provisions here from or adding one or more provisions hereto, for such purpose or purposes as the Board of Managers may deem necessary, appropriate, advisable or convenient.

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11.2Amendment Requiring Consent of the Class C Members. Subject to the provisions of Section 11.1(a) or 11.3, neither this Agreement nor the Certificate may be amended without the consent of holders of a majority of the Class C Units if such amendment would be adverse to the holders of the Class C Units in a manner disproportionate to the effect of such amendment on the holders of the Class A Units and Class B Units (including without limitation, the rights of the holders of the Class C Units to receive distributions or vote on or consent to matters as provided herein), it being understood and agreed that the creation of a senior class of equity interests shall not be considered adverse so long as the issuance of any such equity interests is effected in compliance with Section 6.9. In addition, without the consent of the holders of a majority of the Class C Units, no amendment shall be effective that (a)

expands the size of the Board of Managers, (b) splits, consolidates or pays a Unit dividend on any class of Units that is not pro-rata and adversely affects the Class C Units, (e) reduces the number of Board Members which are elected by the holders of the Class C Units, (d) exempts any issuance of Capital Stock from the preemptive rights afforded to such holders hereunder, (e) amends the language of Section 3.5, (f) amends the language of this Section 11.2 or (g) amends the language of Article X in a manner which, taken as a whole, reduces the scope of indemnification and/or reliance provided by Article X, except as may be required by applicable law.

11.3All Amendments Require Approval of Board of Managers. In no event may this Agreement be amended without the consent of the Board of Managers and a TA Majority Interest. The Original Agreement is amended and restated as set forth herein.

11.4Amendments of Certificate.

(a)    Subject to the rights of the holders of a majority of the Class C Units as required in Section 11.2 and the rights of the holders of the Class A Units contained in Section

3.3, the Board of Managers shall cause the Certificate to be amended and/or restated at such time or times, to such extent and in such manner as may be required by the Act.

(b)    The Board of Managers may cause the Certificate to be amended and/or restated in accordance with the principles set forth in Sections 11.1 or 11.2, as the case may be, and any such amendment and/or restatement shall be effective immediately upon the filing of a certificate of amendment in the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein. Any amendment to the Certificate which, if implemented as an amendment to this Agreement, would require the consent of any Member, group of Members or Class of Units, including under this Article XI, shall require the authorization and consent of such Members, group of Members or Class of Units.

ARTICLE XII

DISSOLUTION AND WINDING UP; REORGANIZATION TRANSACTIONS AND

DISPOSITIONS

12.1Dissolution Events.

(a)    Subject to the consent rights of the holders of a majority of Class A Units contained in Section 3.3, the Company will dissolve and commence winding up and liquidation upon the first to occur of any of the following (each, a “Dissolution Event”):

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(i)    The sale or other transfer of all or substantially all of the Company’s assets;

(ii)    A merger or consolidation of the Company with one or more other entities in which the Company is not the surviving entity;

(iii)    The decision of the Board of Managers to dissolve, wind up, and liquidate the Company;

(iv)    The happening of any other event that makes it unlawful, impossible or impractical to carry on the business of the Company; or

(v)    Upon entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b)    The Members hereby agree that, notwithstanding any provision of the Act, the Company will not dissolve prior to the occurrence of a Dissolution Event.

12.2Winding Up. If the Company is dissolved pursuant to Section 12.1 it shall be wound up as soon as reasonably practicable thereafter in the manner set forth below.

(a)    The winding up of the Company shall be carried out by a liquidator (the “Liquidator”). The Liquidator of the Company shall be a Person appointed by the Board of Managers. The Liquidator shall be considered an Indemnitee for purposes of Article X.

(b)    In winding up the Company, the Liquidator shall possess full, complete and exclusive right, power and authority, in the name of and for and on behalf of the Company, to do or take any one or more of the following things or actions, without affecting the liability of Members and without imposing liability on the Liquidator (and shall, to the extent required by the Act or otherwise required by law, do or take the following things or actions):

(i)    prosecute and defend suits, whether civil, criminal, administrative, or investigative, and other claims, actions or proceedings;

(ii)    collect Company Properties, including debts, liabilities and obligations owed to the Company;

(iii)    gradually settle and close the business and affairs of the Company;

(iv)    sell, retire or otherwise dispose of and convey Company Properties, and in connection therewith determine the timing, manner and terms of any such sale, retirement or other disposition, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v)    exercise all of the rights, powers and authority conferred upon the Board of Managers under the provisions of this Agreement to the extent necessary, appropriate, advisable or convenient in the Liquidator’s judgment to perform its duties, responsibilities and obligations under this Article XII;

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(vi)     pay, out of the proceeds of the sale, retirement or other disposition of Company Properties, all reasonable selling costs and other expenses (including the compensation of the Liquidator as provided in Section 12.3) incurred in connection with the winding up of the Company;

(vii)    (A) pay or make provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the Company; (B) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party; and (C) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company during the period of not less than 10 years after the date of dissolution or termination (any claims or obligations for which provision is so made by the Liquidator being referred to herein as “Liquidation Reserves”);

(viii)    distribute assets to creditors of the Company in accordance with the provisions of Section 12.4(a)(i);

(ix)    distribute any remaining assets to Members and former Members in accordance with the provisions of Sections 12.4(a)(ii) and (iii); and

(x)    prepare, execute, swear to, acknowledge, deliver, publish, and file and record in the appropriate public offices, such certificates (including a certificate of cancellation under the Act), instruments and other documents (including tax returns) that in the Liquidator’s judgment are necessary, appropriate, advisable or convenient under any applicable law, to effect the winding up of the Company.

12.3Compensation of Liquidator. The Liquidator shall be entitled to receive such compensation from the Company (but only from the Company’s assets) as may be determined by the Board of Managers (including the TA Board Members).

12.4Distribution of Property and Proceeds of Sale Thereof.

(a)    Upon completion of all desired sales, retirements and other dispositions of Company Property on behalf of the Company, the Liquidator shall, in accordance with the provisions of Section 1 8-804(a) of the Act, distribute the proceeds of such sales, retirements and dispositions, and any Company Property that is to be distributed in kind, in the following order of priority:

(i)    to pay or make provision for the payment of the debts, liabilities and obligations of the Company to creditors of the Company, including, to the extent permitted by applicable law, Members and former Members who are creditors of the Company (other than (1) debts, liabilities and obligations in respect of which provision has already been made through the Liquidation Reserves and (2) liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Act;

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(ii)    to satisfy’ liabilities of the Company to Members and, to the extent not satisfied pursuant to Section 124(a)(i), for distributions under Sections 18-601 or 1-604 of the Act; and

(iii)    to the Members in accordance with Section 5.1(b) of this Agreement.

(b)    A Person who receives a distribution or return from the Company involving a violation by the Company of Section 18-804 of the Act shall be liable to the Company for the amount of such distribution or return for a period of three (3) years after the date of such distribution or return, regardless of whether such Member had knowledge of such violation at the time of such distribution or return; provided, however, that, (i) subject to the provisions of Section 1 8-502(b) of the Act, the Liquidator may compromise or waive any such liability on such terms and subject to such conditions as the Liquidator may determine; and (ii) if a Proceeding to recover such distribution or return from such Member is commenced prior to the expiration of such three (3)-year period, the Member shall continue to be liable to the Company with respect to such distribution or return except to the extent a judgment or order not subject to further appeal or discretionary review is rendered in favor of such Member to the effect that such Member is not liable for such distribution or return.

(c)    All distributions of the proceeds of a sale, retirement or other disposition of Company Property made pursuant to Section 12.4(a) shall be made within 60 days after the date on which the Company receives such proceeds.

(d)    Pursuant to the provisions of Section 1 8-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims.

(e)    Amounts in the Liquidation Reserves shall be utilized for payment of creditors of the Company as set forth in Section 12.4(a)(i). Any amounts remaining in the Liquidation Reserves after such payments shall be paid as provided in Sections 12.4(a)(ii) and (iii).

12.5Final Audit. Following the completion of the winding up of the Company (excluding, for purposes of thisSection 12.5, the liquidation of the related Liquidation Reserves), the Liquidator shall furnish to each Member a statement setting forth the assets and the liabilities of the Company as of the date of such completion and each Member’s share of distributions pursuant to Section 12.4.

12.6Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in any Member’s Capital Account results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to this Agreement to Members in accordance with the provisions of this Article XII, upon termination of the Company such deficit shall not be an asset of the Company and such Member shall not be obligated to contribute such amount to the Company to bring the balance of such Capital Account to zero.

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ARTICLE XIII

MISCELLANEOUS

13.1Construction and Governing Law.

(a)    This Agreement and the Certificate (each of which is incorporated into this Agreement by reference) contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof.

(b)    All provisions of this Agreement and the Certificate and all questions relating to (i) the validity, interpretation, application or enforcement of such provisions (including provisions that limit or restrict duties, including fiduciary duties, responsibilities, liabilities, obligations or actions), (ii) the duties, responsibilities, liabilities or obligations of the Board of Managers and/or the Company to any one or more Members under this Agreement or the Act, (iii) the duties, responsibilities, liabilities or obligations of any one or more Members to the Board of Managers and/or the Company under this Agreement or the Act, (iv) the duties, responsibilities, liabilities or obligations of any one or more Members to any one or more other Members under this Agreement or the Act, (y) the rights, powers or authority of, or limitations or restrictions on, the Board of Managers and/or the Company under this Agreement or the Act and/or (vi) the rights, powers, authority, privileges or preferences of, or limitations or restrictions on, any one or more Members under this Agreement or the Act, shall be governed by and construed and administered in accordance with the internal substantive laws of the State of Delaware without regard to principles of conflict of laws (to the extent not preempted by the Securities Laws).

(c)    In case any one or more of the provisions contained herein shall, for any reason, be found or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable.

(d)    In applying the provisions of Sections 13.1(a)-(c):

(i)    it is understood and agreed that this Agreement is executed and delivered by the Members pursuant to the Act, and that the parties intend that the provisions hereof be given full force and effect pursuant to the principles set forth in Sections 18-1101 (a), (b) and (c) of the Act. Accordingly, to the extent this Agreement modifies or nullifies any provision of the Act that would apply in the absence of such modification or nullification, as permitted by the Act (any such provision of the Act that would apply in the absence of such modification or nullification being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision;

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(ii)    to the extent there is a direct conflict between the provisions of this Agreement and any provision of the Act that may not lawfully be modified or nullified by agreement among the parties, such provision of the Act shall control; and

(iii)    if the Board of Managers shall determine, with the advice of counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations or orders, whether generally or in a particular application, the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination).

(e)    In construing the meaning or application of the Securities Laws, the Board of Managers may consider the effect of any applicable order or interpretive release issued by the Securities and Exchange Commission (“SEC”), or any applicable “no action” or interpretive position issued by the staff of the SEC that modifies or interprets the Securities Laws.

(f)    If any provision of this Agreement appears to the Board of Managers to be ambiguous, or inconsistent with any other provision hereof, the Board of Managers may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision.

(g)    In each case where this Agreement contemplates that (i) a particular thing may not be done or a particular action may not be taken without the approval, agreement, vote or consent of one or more Persons, (ii) a Person may make a particular designation or determination, or (iii) a Person may otherwise do or refrain from doing a particular thing or take or refrain from taking a particular action, such Person or Persons shall be free to give or withhold any such approval, agreement, vote or consent, to make any such designation or determination, to do or refrain from doing any such thing, or to take or refrain from taking any such action, in his, her it’s or their sole discretion, except where this Agreement expressly requires otherwise or as otherwise required by law. Without limiting the generality of the foregoing, in any case herein where it is provided that the Board of Managers shall or may take a particular action, do a particular thing or make a particular determination, and such case does not expressly provide for approval of such action, thing or determination by any Member or other Person, the Board of Managers shall possess full right, power and authority to take such action, to do such thing or to make such determination without obtaining any prior or subsequent authorization or approval of any Member or any other Person (and the Board of Managers may take such action, do such thing or make such determination in its sole discretion on such terms and in such manner as it may deem appropriate, unless the context requires otherwise), unless otherwise required by this Agreement or by law.

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(h)    Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, or to any superseding statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, as well as to applicable regulations then in effect thereunder.

(i)    Except as otherwise specified in this Agreement, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.

(j)    Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement.

(k)    The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement.

(l)    Where appropriate, each definition and pronoun in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine, and vice versa.

(m)    As used in this Agreement, the word “including” shall mean “including without limitation,” the word “or” is not exclusive and the words “here from,” “herein,” “hereof,”

“hereto” and “hereunder” refer to this Agreement as a whole.

13.2Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Any writing that has been duly executed by a Person in which such Person has agreed to be bound hereby as a Member shall be considered a counterpart for purposes of the foregoing. Any such counterpart, if executed by a prospective Member or the Company, as the case may be, and sent by way of facsimile transaction or electronic image to the other, shall be deemed to be an effective counterpart for purposes of this Section 13.2, provided the party sending such facsimile or electronic image shall send an original executed copy to the other party within 15 business days of sending such facsimile to such other party.

13.3Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties (and Indemnitees as provided under Article X), the Liquidator and their respective Representatives.

13.4Survival: Remedies for Breach: Effect of Waiver or Consent.

(a)    The provisions of this Agreement shall continue to apply, in accordance with their respective terms, to a Person who has withdrawn as a Member pursuant to the provisions of Section 7.5 or who ceases to be a Member as a result of a Liquidity Event.

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(b)    A waiver or consent, express or implied, of or to any breach or default by any Person in the performance by that Person of his or her duties, responsibilities or obligations with respect to the Company is not a consent to or waiver of any other breach or default in the performance by that Person of the same or any other duties, responsibilities or obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any other Person or to declare any other Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

13.5Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall, promptly upon the request of the Board of Managers: (a) execute and deliver, or cause to be executed and delivered, such additional instruments, certificates and other documents; (b) make, or cause to be made, such additional filings, recordings and publishings; (c) provide, or cause to be provided, such additional information; and (d) do, or cause to be done, such further acts and things, in each case as may reasonably be determined by the Board of Managers to be necessary, appropriate, advisable or convenient to carry out the purposes of this Agreement and as are not inconsistent with the provisions hereof. Without limiting the generality of the foregoing, each Member shall, promptly upon the request of the Board of Managers, execute and deliver or cause to be executed and delivered such certificates, instruments and other documents, and make or cause to be made such filings, recordings and publishings, as the Board of Managers reasonably determines to be necessary, appropriate, advisable or convenient to comply with the requirements for the operation of the Company as a limited liability company under the Act and the qualification of the Company to do business in any jurisdiction in which the Company owns property or conducts business.

13.6Indirect Action. Each Member agrees that it is of the essence to this Agreement that no Member be permitted to do or omit to do indirectly - by the use of affiliates, agents, agreements, reciprocal business dealings or any other means - that which such Member has herein agreed not to do directly. Furthermore, it is the express intent of all Members that all Members shall comply in all respects with the substantive purposes and intent of this Agreement, and that technical compliance will constitute a breach hereof to the extent that it contravenes or does not fully achieve such substantive purposes and intent.

[Remainder of Page Intentionally Left Blank]

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

TA MEMBERS:
TA/DEI-A ACQUISITION CORP.
By:	/s/ William D. Christ
Name:	William D. Christ
Title:	President
TA/DEI-B1 ACQUISITION CORP.
By:	/s/ William D. Christ
Name:	William D. Christ
Title:	President
TA/DEI-B2 ACQUISITION CORP.
By:	/s/ William D. Christ
Name:	William D. Christ
Title:	President
TA/DEI-B3 ACQUISITION CORP.
By:	/s/ William D. Christ
Name:	William D. Christ
Title:	President

MANAGEMENT HOLDCO:
DYMATIZE MANAGEMENT HOLDINGS, INC.
By:	/s/ Theodore Casey
Name:	Theodore Casey
Title:	Chief Executive Officer
THE COMPANY:
DYMATIZE ENTERPRISES, LLC
By:	/s/ Theodore Casey
Name:	Theodore Casey
Title:	Chief Executive Officer

THE SHAREHOLDERS:(solely for purposes of Section 7.4)

/s/ Theodore Casey

THEODORE CASEY

/s/ Michael Casid

MICHAEL CASID

/s/ Brad Cooke

BRAD COOKE

ANNEX 3.4(c)

Or-Tech, LLC

Dynamic Pharmaceuticals, Inc.

EVOL

DPharm Holdings, Inc.

TJ2, Inc.

Global Nutrition Distribution

Apple Personnel Services, Inc.

EXHIBIT A

MEMBER INTERESTS; COMPANY CAPITALIZATION

Member	Class and Number of Units Held	Interest Percentage
TA/DEI-A Acquisition Corp.	6,268,894 Class A Units	64.62777%
TA/DEI-B1 Acquisition Corp.	74,175 Class B Units	0.76469%
TA/DEI-B2 Acquisition Corp.	355,256 Class B Units	3.66243%
TA/DEI-B3 Acquisition Corp.	8,589 Class B Units	0.08855%
Dymatize Management Holdings, Inc.	2,543,087 Class C Units	26.21739%
Dymatize Enterprises Equity Plan, LLC	450,000 Class D Units	4.63917%
	*Zero Class C1 units outstanding*

EX-3.25

Exhibit 3.25

STATE OF DELAWARE
CERTIFICATE OF REVIVAL OF
A DELAWARE LIMITED LIABILITY COMPANY
PURSUANT TO TITLE 6, SEC. 18-1109

1. Name of the Limited Liability Company     Custom Nutriceutical Laboratories, LLC

2. Date of the original filing with the Delaware Secretary of State:
December 21, 2010

3. The name and address of the Registered Agent is

The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
New Castle County

4. (Insert any other matters the members determine to include herein.)

5. This Certificate of Revival is being filed by one or more persons authorized to Execute and file the Certificate of Revival.

In witness whereof, the above named Limited Liability Company does hereby certify that the Limited Liability Company is paying all annual Taxes, penalties and interest due to the State of Delaware.

By:	/s/ Michael Casid
	Authorized Person
Name:	Michael Casid
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF RESIGNATION
OF REGISTERED AGENT WITHOUT APPOINTMENT
OF A SUCCESSOR REGISTERED AGENT

Pursuant to the provisions of Section 18-104 of the Title 6 of the Delaware Limited Liability Company Act, the undersigned agent for service of process, in order to resign as agent without appointment of a successor agent, hereby certifies that:

1. The name of the Limited Liability Company is:
CUSTOM NUTRICEUTICAL LABORATORIES, LLC

2. The name of the resigning agent is Registered Agent Solutions, Inc.

3. That written notice of resignation was given to affected Limited Liability Company at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the Limited Liability Company at its address last known to the registered agent on 5/29/2011.

IN WITNESS WHEREOF, the undersigned agent has caused this certificate to be signed on its behalf by its officer(s) this 7^th day of July A.D. 2011.

	Registered Agent Solutions, Inc.
By:	/s/ Shannon McCarty
	Registered Agent
Name:	Shannon McCarty
	Print or Type
Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF FORMATION
FORCUSTOM NUTRICEUTICAL LABORATORIES, LLC

The undersigned, being an authorized person for the purposes of forming a limited liability company under the Delaware Limited Liability company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 etseq. (the “Act”), hereby certifies pursuant to Section 18-201(a) of the Act, as follows:

ARTICLE I

The name of the limited liability company is Custom Nutriceutical Laboratories, LLC.

ARTICLE II

The address of its registered office in the State of Delaware is 32 W. Loockerman Street, Suite 201, Dover, DE 19904, Kent County. The name of its registered agent at such address is Registered Agent Solutions, Inc.

ARTICLE III

Management of the limited liability company shall be vested in one or more Managers in accordance with the company’s written operating agreement.

This Certificate of Formation was duly executed in accordance with and is being filed pursuant to the provisions of Section 18-201 of the Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 21, 2010.

/s/ Theodore Casey

Theodore Case, Organizer

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.) The jurisdiction where the Corporation fir formed is Texas.

2.) The jurisdiction immediately prior to filing this Certificate is Texas.

3.) The date the corporation first formed is June 19, 1998.

4.) The name of the Corporation immediately prior to filing this Certificate is Custom Nutriceutical Laboratories, Inc.

5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is Custom Nutriceutical Laboratories, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on December 21, 2010.

By:	/s/ Theodore Casey
	Authorized Person
Name:	Theodore Casey
	Print or Type

EX-3.26

Exhibit 3.26

OPERATING AGREEMENT

OF

CUSTOM NUTRICEUTICAL LABORATORIES, LLC

Delaware Limited Liability Company

This Operating Agreement (this “Operating Agreement”) of Custom Nutriceutical Laboratories, LLC (the “Company”), a Delaware limited liability company, dated as of December 21, 2010, is executed by the sole Member of the Company (as defined below).

ARTICLE 1

DEFINITIONS

“Act” means the Delaware Limited Liability Company Act, as amended from time to time, and any successor statute.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly controlling, controlled by or under control with such Person; (ii) any Person owning or controlling 10% or more of the outstanding voting interests of such Person; (iii) any officer, director, manager, trustee or general partner of such Person; or (iv) any Person who is an officer, director, trustee, general partner or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.

“Capital Contribution” means the capital contributed by the Member to the Company.

“Certificate of Formation” means the Certificate of Formation, as amended from time to time, filed for the Company in accordance with the Act.

“Code” means the Internal Revenue Code of 1986, as amended and any successor statute.

“Company” has the meaning set forth in the preamble.

“Company Property” or “Property” means the properties, assets and rights of any type owned by the Company, including accounts receivable and goodwill.

“Dymatize” means Dymatize Enterprises, LLC, a Delaware limited liability company.

“Entity” means any domestic or foreign corporation, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, government (or political subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity.

“Fund lndemnitees” has the meaning set forth in Section 5.1(g).

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“Fund lndemnitors” has the meaning set forth in Section 5.1(g).

“Indemnified Person” has the meaning set forth in Section 5.l(a).

“Indemnified Persons” has the meaning set forth in Section 5.1(a).

“Manager” has the meaning set forth in Section 4.5.

“Member” means Dymatize.

“Membership Interest” or “Interest” means the Units or other interest of the Member in the Company and the associated rights and obligations under this Operating Agreement and the Act.

“Person” means any natural person, whether acting in an individual or representative capacity, or any Entity.

“Treasury Regulations,” “Treas. Reg.’’ or “Reg.’’ means the temporary, proposed and final income tax regulations promulgated under the Code as amended from time to time (including corresponding provisions of successor regulations).

“Units” represent the initial Interest authorized by the Company and issued to Dymatize.

ARTICLE 2

ORGANIZATION

2.1    Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act upon the filing of the Certificate of Formation for the Company with the Delaware Secretary of State. The rights and obligations of the Member shall be as set forth in the Act except as the Certificate of Formation or this Operating Agreement expressly provide otherwise. In the event of a conflict between the terms of this Operating Agreement and the terms of the Certificate of Formation the terms of the Certificate of Formation shall prevail.

2.2    Name. The name of the Company is “Custom Nutriceutical Laboratories, LLC.” All Company business shall be conducted in that name or such other name as the Manager may select from time to time and which is in compliance with all applicable laws.

2.3    Registered Office and Registered Agent and Principal Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Formation or such other office as the Manager may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Manager may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act (and shall keep the street address of such principal office at the registered office of the Company in the State of Delaware).

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2.4    Purposes and Powers. The purpose and business of the Company shall be to engage in any lawful business activity that may be conducted by a limited liability company under the laws of Delaware and to engage in any and all activities related or incidental thereto. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Operating Agreement, together with any powers incidental thereto.

2.5    Foreign Qualifications. The Company shall qualify to engage in business in the State of Delaware and in such other jurisdictions in which it is required by the nature of its business or otherwise to qualify in order to comply with the laws of such jurisdictions or in which the Manager may determine it advisable to cause the Company to be so qualified.

2.6    Term. The Company commenced its existence on the date of filing of its Certificate of Formation with the Delaware Secretary of State and shall continue in existence until such time as may be determined in accordance with the terms of this Operating Agreement.

2.7    Tax Status. The Company’s separate identity shall be disregarded for tax purposes pursuant to the Treasury Regulations issued under Section 7701 of the Code and any comparable or analogous provisions under state and local tax laws.

ARTICLE3

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

3.1    Statutory Conversion. The Company is the surviving entity of a conversion from Custom Nutriceutical Laboratories, Inc., a Texas corporation, pursuant to Section 18-204 of the Act. The Member was the sole holder of one hundred percent of the equity interests of Custom Nutriceutical Laboratories, Inc. The Member retained one hundred percent of the ownership interests of the Company following the Company’s conversion to a limited liability company.

3.2    Subsequent Contributions. The Member shall not be obligated to make any additional Capital Contributions.

3.3    Loans by Member. The Member may, but is not obligated to, loan to the Company such sums as the Member determines to be appropriate for the conduct of the Company’s business. Any such loans shall be made at an interest rate and upon other terms and for such maturities as the Member determines are commercially reasonable.

3.4    Ownership Certification. The Company shall provide each Member with a certificate or other document evidencing such Member’s Interest. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. Each certificate evidencing Membership Interests shall bear the following legend: “This certificate evidences membership interests in Custom Nutriceutical Laboratories, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.”

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3.5    Authorized Membership Interests. The Company is authorized to issue a total of 10,597 Units.

3.6     Capitalization. Dymatize is the owner of 10,597 Units.

ARTICLE4

MEMBERSIDP AND MANAGEMENT

4.1     Member. The sole Member of the Company is Dymatize.

4.2    Liability to Third Parties. By virtue of his status as the Member, the Member shall not be liable for the debts, obligations or liabilities of the Company, including, but not limited to a judgment, decree or order of a court.

4.3    Transfer of Membership Interests. The Member shall have the authority to sell, assign, exchange, or otherwise transfer its Membership Interest.

4.4    Voluntary Withdrawal. The Member may voluntarily withdraw from the Company at any time.

4.5    Management. The business and affairs of the Company shall be managed by one or more managers (collectively, the “Manager”) designated by the Member in its sole discretion. The Manager shall have full authority to organize and carry on the business affairs of the Company to the full extent permitted by the Act. The initial Manager shall be Dymatize.

4.6    Officers. The officers of the company shall be President, Chief Executive Officer, Secretary and Treasurer. One person may serve in multiple officer capacities. The initial officers (who shall serve until their successors are appointed by the Member) are: (i) Michael Casid as President and (ii) Ted Casey as Chief Executive Officer, Treasurer, and Secretary.

ARTICLE 5

INDEMNIFICATION

5.1     Indemnification.

(a)    The Company will indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding, other than an action by or in the right of the Company, because such Person is or was a Member (or Affiliate of Member), Manager or officer, of the Company or is or was serving at the request of the Company as a manager, venture, trust or other enterprise (individually, an “Indemnified Person” and collectively “Indemnified Persons”). The Company will indemnify an Indemnified Person against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the Indemnified Person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful. The Company may indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal or administrative proceeding, other than in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 5.1(a).

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(b)    The Company will indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, because he is or was an Indemnified Person. The Company will indemnify an Indemnified Person against expenses, including attorneys’ fees, that were actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of the action or suit if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that an indemnification will not be made in respect of any claim, issue or matter as to which the person is adjudged (by the court of common pleas or the court in which the action or suit was brought) to be liable for gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper. The Company may indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 5.l(b).

(c)    To the extent that an Indemnified Party has been successful or partially successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.l(a) or (b) or has been successful in defense of any claim, issue or matter in an action, suit or proceeding referred to in those paragraphs, he will be indemnified against expenses, including attorney’s fees, that were actually and reasonably incurred by such person in connection with the action, suit or proceeding on which such person was successful or partially successful. For the purposes of this Section 5.1(c) and without limitation, the termination of any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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(d)    The indemnification authorized by this Section 5.1 is not exclusive of and will be in addition to any other rights granted to those seeking indemnification under this Operating Agreement, any other agreement (including any indemnification agreement entered into between the Company and a Manager) a vote of the Member or disinterested Managers of the Company, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions. The indemnification will continue as to a person who has ceased to be a Member, Manager, officer, employee or agent of the Company and will inure to the benefit of such person’s heirs, executors, administrators, successors and assigns. In the event that this Article 5 is amended or modified to eliminate or reduce the indemnification available to any person hereunder, such amendment or modification shall not be effective with regard to any claim arising out of any act, fact or circumstance existing prior to the date of such amendment or modification.

(e)    The Company shall purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, for or on behalf of any person who is or was a Member, Manager or officer of the Company. The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by them in any capacity described in this Article 5 or for any liability arising out of their status as described in this Article 5, whether or not the Company would have the power to indemnify them against that liability under this Section 5.1. Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

(f)    Subject to Section 5.l(d), the Company shall advance expenses as they are reasonably incurred, prior to the final disposition of an action, suit or proceeding, or the payment of indemnification, insurance or other protection that may be provided pursuant to Section 5.l(e) or (f); provided, however, the Company shall not advance any expenses incurred by an Indemnified Person as they are incurred until it has received an undertaking by such Indemnified Person to repay the Company if such Indemnified Person shall be determined not to be entitled to indemnification pursuant to this Section 5.1. Section 5.1(a) and (b) do not create any obligation to repay or return payments made by the Company pursuant to Section 5.l(e) or (f).

5.2    Reliance on Acts of Manager. No financial institution or any other person, firm or corporation dealing with the Manager shall be required to ascertain whether the Manager is acting in accordance with this Operating Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by the Manager.

ARTICLE 6

AMENDMENTS

6.1    Amendment of Operating Agreement. This Operating Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

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6.2    Amendment of Certificate of Formation. The Company’s Certificate of Formation may be amended or modified from time to time only by a written instrument executed by the Member.

ARTICLE 7

BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

7.1    Maintenance of Books and Records. The Company shall keep books and records of accounts at the principal office of the Company. In addition, the Company shall maintain all documents and records required to be maintained at its principal office pursuant to the terms of the Act.

7.2    Accounting Method. The Company’s fiscal year shall be a fiscal year ending December 31 or such other date as set by the Manager. The Manager shall designate the accounting method used by the Company.

7.3    Bank Accounts. All funds of the Company are to be deposited in the Company’s name in such bank accounts or investment accounts as may be designated by the Manager and shall be withdrawn on the signature of the Person or Persons as the Manager may authorize.

ARTICLE 8

DISSOLUTION, LIQUIDATION AND TERMINATION

8.1    Events of Dissolution. The Company shall be dissolved and shall commence winding up its affairs upon the first to occur of the following:

(b) the approval of the Member;

(c) any event which makes it unlawful or impossible to carry on the Company’s business;

(d) the sale, disposition or abandonment of all or substantially all of the Company Property outside the regular course of business; or

(e) the entry of a decree of judicial dissolution under the Act.

8.2    Winding Up. Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs and satisfy the Company’s liabilities. The Manager shall notify all known creditors and claimants of the dissolution of the Company in accordance with the provisions of the Act.

8.3    Final Distribution. Upon liquidation of the Company, the Company Property (or the proceeds from the liquidation of the Company Property) shall be distributed as follows:

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(a) first, to creditors, including the Member, until all of the Company’s debts and liabilities are paid and discharged (or provision is made for payment thereof); and

(b) then the remaining balance to the Member.

8.4    Certificate of Termination. On completion of the distribution of Company Property as provided herein, the Company shall be thereby terminated, and the Manager shall authorize the filing of a Certificate of Termination with the Delaware Secretary of State, cancel any other filings made pursuant to Section 2.5 hereof and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

GENERAL PROVISIONS

9.1    Severability. If any provision of this Operating Agreement or the application of such provision to any Person or circumstance shall be held invalid, the remainder of this Operating Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, shall not be affected.

9.2    Applicable Law. The laws of the State of Delaware shall govern this Operating Agreement, excluding any conflict of laws rules.

9.3    Headings. The headings in this Operating Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

9.4    Pronouns. All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

9.5    Further Assurances. TheMember shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Operating Agreement and the transactions contemplated herein.

(Signature page follows)

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IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement as of the date first set forth above.

MEMBER:
Dymatize Enterprises, LLC
By:	/s/ Theodore Casey
	Theodore Casey, Chief Executive Officer
Date of Execution: December 21, 2010

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EX-3.27

Exhibit 3.27

STATE OF DELAWARE

CERTIFICATE OF FORMATION
FOR
SUPREME PROTEIN, LLC

The undersigned, being an authorized person for the purposes of forming a limited liability company under the Delaware Limited Liability company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 etseq. (the “Act”), hereby certifies pursuant to Section 18-201(a) of the Act, as follows:

ARTICLE I

The name of the limited liability company is Supreme Protein, LLC.

ARTICLE II

The address of the Company’s registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of the Company’s registered agent for service of process are: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

ARTICLE III

Management of the limited liability company shall be vested in one or more Managers in accordance with the company’s written operating agreement.

This Certificate of Formation was duly executed in accordance with and is being filed pursuant to the provisions of Section 18-201 of the Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of March 8, 2012.

/s/ Michael Casid

Michael Casid, Organizer

EX-3.28

Exhibit 3.28

OPERATING AGREEMENT

OF

SUPREME PROTEIN, LLC

Delaware Limited Liability Company

This Operating Agreement (this “Operating Agreement”) of Supreme Protein, LLC (the “Company”), a Delaware limited liability company, dated as of March 8, 2012, is executed by the sole Member of the Company (as defined below).

ARTICLE 1

DEFINITIONS

“Act” means the Delaware Limited Liability Company Act, as amended from time to time, and any successor statute.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly controlling, controlled by or under control with such Person; (ii) any Person owning or controlling 10% or more of the outstanding voting interests of such Person; (iii) any officer, director, manager, trustee or general partner of such Person; or (iv) any Person who is an officer, director, trustee, general partner or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.

“Capital Contribution” means the capital contributed by the Member to the Company.

“Certificate of Formation” means the Certificate of Formation, as amended from time to time, filed for the Company in accordance with the Act.

“Code” means the Internal Revenue Code of 1986, as amended and any successor statute.

“Company” has the meaning set forth in the preamble.

“Company Property” or “Property” means the properties, assets and rights of any type owned by the Company, including accounts receivable and goodwill.

“Dymatize” means Dymatize Enterprises, LLC, a Delaware limited liability company.

“Entity” means any domestic or foreign corporation, partnership (whether general or limited), joint venture, limited liability company, business trust or association, trust, estate, unincorporated association or organization, government (or political subdivision, department or agency thereof), cooperative or other entity, whether acting in an individual or representative capacity.

“Indemnified Person” has the meaning set forth in Section 5.l(a).

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“Indemnified Persons” has the meaning set forth in Section 5.1(a).

“Manager” has the meaning set forth in Section 4.5.

“Member” means Dymatize.

“Membership Interest” or “Interest” means the Units or other interest of the Member in the Company and the associated rights and obligations under this Operating Agreement and the Act.

“Person” means any natural person, whether acting in an individual or representative capacity, or any Entity.

“Treasury Regulations,” “Treas. Reg.’’ or “Reg.’’ means the temporary, proposed and final income tax regulations promulgated under the Code as amended from time to time (including corresponding provisions of successor regulations).

“Units” represent the initial Interest authorized by the Company and issued to Dymatize.

ARTICLE 2

ORGANIZATION

2.1    Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act upon the filing of the Certificate of Formation for the Company with the Delaware Secretary of State. The rights and obligations of the Member shall be as set forth in the Act except as the Certificate of Formation or this Operating Agreement expressly provide otherwise. In the event of a conflict between the terms of this Operating Agreement and the terms of the Certificate of Formation the terms of the Certificate of Formation shall prevail.

2.2    Name. The name of the Company is “Supreme Protein, LLC.” All Company business shall be conducted in that name or such other name as the Manager may select from time to time and which is in compliance with all applicable laws.

2.3    Registered Office and Registered Agent and Principal Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Formation or such other office as the Manager may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Manager may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act (and shall keep the street address of such principal office at the registered office of the Company in the State of Delaware).

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2.4    Purposes and Powers. The purpose and business of the Company shall be to engage in any lawful business activity that may be conducted by a limited liability company under the laws of Delaware and to engage in any and all activities related or incidental thereto. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Operating Agreement, together with any powers incidental thereto.

2.5    Foreign Qualifications. The Company shall qualify to engage in business in the State of Delaware and in such other jurisdictions in which it is required by the nature of its business or otherwise to qualify in order to comply with the laws of such jurisdictions or in which the Manager may determine it advisable to cause the Company to be so qualified.

2.6    Term. The Company commenced its existence on the date of filing of its Certificate of Formation with the Delaware Secretary of State and shall continue in existence until such time as may be determined in accordance with the terms of this Operating Agreement.

2.7    Tax Status. The Company’s separate identity shall be disregarded for tax purposes pursuant to the Treasury Regulations issued under Section 7701 of the Code and any comparable or analogous provisions under state and local tax laws.

ARTICLE 3

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

3.1    Capital Contributions. The Member shall contribute to the capital of the Company in such amounts and at such times as the Member may deem appropriate in its sole discretion.

3.2    Loans by Member. The Member may, but is not obligated to, loan to the Company such sums as the Member determines to be appropriate for the conduct of the Company’s business. Any such loans shall be made at an interest rate and upon other terms and for such maturities as the Member determines are commercially reasonable.

3.3    Ownership of Units. The ownership of Units shall be recorded on the books and records of the Company, and no certificates representing Units shall be issued except to the extent and in such manner as the Manager may determine from time to time. The books and records of the Company as maintained by the Company (or by a Person appointed by the Manager) shall be conclusive as to who are the holders of Units.

3.4    Authorized Membership Interests. The Company is authorized to issue a total of 100 Units.

3.5    Capitalization. Dymatize is the owner of 100 units.

ARTICLE 4

MEMBERSIDP AND MANAGEMENT

4.1     Member. The sole Member of the Company is Dymatize.

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4.2    Liability to Third Parties. By virtue of his status as the Member, the Member shall not be liable for the debts, obligations or liabilities of the Company, including, but not limited to a judgment, decree or order of a court.

4.3    Transfer of Membership Interests. The Member shall have the authority to sell, assign, exchange, or otherwise transfer its Membership Interest.

4.4    Voluntary Withdrawal. The Member may voluntarily withdraw from the Company at any time.

4.5    Management. The business and affairs of the Company shall be managed by a manager (the “Manager”) designated by the Member in its sole discretion. The Manager shall have full authority to organize and carry on the business affairs of the Company to the full extent permitted by the Act. The initial Manager shall be Dymatize.

4.6    Officers. The officers of the company shall be President, Chief Executive Officer, Secretary and Treasurer. One person may serve in multiple officer capacities. The initial officers (who shall serve until their successors are appointed by the Member) are: (i) Michael Casid as President, Chief Executive Officer and Treasurer, and (ii) Gary Wilks as Secretary.

ARTICLE 5

INDEMNIFICATION

5.1     Indemnification.

(a)    The Company will indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding, other than an action by or in the right of the Company, because such Person is or was a Member (or Affiliate of Member), Manager or officer, of the Company or is or was serving at the request of the Company as a manager, venture, trust or other enterprise (individually, an “Indemnified Person” and collectively “Indemnified Persons”). The Company will indemnify an Indemnified Person against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the Indemnified Person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful. The Company may indemnify any Person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed civil, criminal or administrative proceeding, other than in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 5.1(a).

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(b)    The Company will indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, because he is or was an Indemnified Person. The Company will indemnify an Indemnified Person against expenses, including attorneys’ fees, that were actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of the action or suit if such Indemnified Person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that an indemnification will not be made in respect of any claim, issue or matter as to which the person is adjudged (by the court of common pleas or the court in which the action or suit was brought) to be liable for gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper. The Company may indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Company, because such person is or was an employee or agent of the Company in the same manner as it is required to indemnify an Indemnified Person pursuant to this Section 5.l(b).

(c)    To the extent that an Indemnified Party has been successful or partially successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.l(a) or (b) or has been successful in defense of any claim, issue or matter in an action, suit or proceeding referred to in those paragraphs, he will be indemnified against expenses, including attorney’s fees, that were actually and reasonably incurred by such person in connection with the action, suit or proceeding on which such person was successful or partially successful. For the purposes of this Section 5.1(c) and without limitation, the termination of any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d)    The indemnification authorized by this Section 5.1 is not exclusive of and will be in addition to any other rights granted to those seeking indemnification under this Operating Agreement, any other agreement (including any indemnification agreement entered into between the Company and a Manager) a vote of the Member or disinterested Managers of the Company, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions. The indemnification will continue as to a person who has ceased to be a Member, Manager, officer, employee or agent of the Company and will inure to the benefit of such person’s heirs, executors, administrators, successors and assigns. In the event that this Article 5 is amended or modified to eliminate or reduce the indemnification available to any person hereunder, such amendment or modification shall not be effective with regard to any claim arising out of any act, fact or circumstance existing prior to the date of such amendment or modification.

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(e)    The Company shall purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, for or on behalf of any person who is or was a Member, Manager or officer of the Company. The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by them in any capacity described in this Article 5 or for any liability arising out of their status as described in this Article 5, whether or not the Company would have the power to indemnify them against that liability under this Section 5.1. Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

(f)    Subject to Section 5.l(d), the Company shall advance expenses as they are reasonably incurred, prior to the final disposition of an action, suit or proceeding, or the payment of indemnification, insurance or other protection that may be provided pursuant to Section 5.l(e) or (f); provided, however, the Company shall not advance any expenses incurred by an Indemnified Person as they are incurred until it has received an undertaking by such Indemnified Person to repay the Company if such Indemnified Person shall be determined not to be entitled to indemnification pursuant to this Section 5.1. Section 5.1(a) and (b) do not create any obligation to repay or return payments made by the Company pursuant to Section 5.l(e) or (f).

5.2    Reliance on Acts of Manager. No financial institution or any other person, firm or corporation dealing with the Manager shall be required to ascertain whether the Manager is acting in accordance with this Operating Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by the Manager.

ARTICLE 6

AMENDMENTS

6.1    Amendment of Operating Agreement. This Operating Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

6.2    Amendment of Certificate of Formation. The Company’s Certificate of Formation may be amended or modified from time to time only by a written instrument executed by the Member.

ARTICLE 7

BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

7.1    Maintenance of Books and Records. The Company shall keep books and records of accounts at the principal office of the Company. In addition, the Company shall maintain all documents and records required to be maintained at its principal office pursuant to the terms of the Act.

7.2    Accounting Method. The Company’s fiscal year shall be a fiscal year ending December 31 or such other date as set by the Manager. The Manager shall designate the accounting method used by the Company.

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7.3    Bank Accounts. All funds of the Company are to be deposited in the Company’s name in such bank accounts or investment accounts as may be designated by the Manager and shall be withdrawn on the signature of the Person or Persons as the Manager may authorize.

ARTICLE 8

DISSOLUTION, LIQUIDATION AND TERMINATION

8.1    Events of Dissolution. The Company shall be dissolved and shall commence winding up its affairs upon the first to occur of the following:

(b) the approval of the Member;

(c) any event which makes it unlawful or impossible to carry on the Company’s business;

(d) the sale, disposition or abandonment of all or substantially all of the Company Property outside the regular course of business; or

(e) the entry of a decree of judicial dissolution under the Act.

8.2    Winding Up. Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs and satisfy the Company’s liabilities. The Manager shall notify all known creditors and claimants of the dissolution of the Company in accordance with the provisions of the Act.

8.3    Final Distribution. Upon liquidation of the Company, the Company Property (or the proceeds from the liquidation of the Company Property) shall be distributed as follows:

(a) first, to creditors, including the Member, until all of the Company’s debts and liabilities are paid and discharged (or provision is made for payment thereof); and

(b) then the remaining balance to the Member.

8.4    Certificate of Termination. On completion of the distribution of Company Property as provided herein, the Company shall be thereby terminated, and the Manager shall authorize the filing of a Certificate of Termination with the Delaware Secretary of State, cancel any other filings made pursuant to Section 2.5 hereof and take such other actions as may be necessary to terminate the Company.

ARTICLE 9

GENERAL PROVISIONS

9.1    Severability. If any provision of this Operating Agreement or the application of such provision to any Person or circumstance shall be held invalid, the remainder of this Operating Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, shall not be affected.

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9.2    Applicable Law. The laws of the State of Delaware shall govern this Operating Agreement, excluding any conflict of laws rules.

9.3    Headings. The headings in this Operating Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

9.4    Pronouns. All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

9.5    Further Assurances. TheMember shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Operating Agreement and the transactions contemplated herein.

(Signature page follows)

8

IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement as of the date first set forth above.

MEMBER:
Dymatize Enterprises, LLC
By:	/s/ Michael Casid
	Michael Casid, Chief Executive Officer
Date of Execution: March 8, 2012

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EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TA/DEI-A ACQUISITION CORP.

The name of the Corporation is TA/DEI-A Acquisition Corp. (the “Corporation”) and the Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on December 21, 2010. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the certificate of incorporation of the Corporation and declaring said amendment to be advisable and in the best interests of the stockholders of the Corporation. The requisite number of stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the certificate of incorporation of the Corporation as follows:

Article FOURTH is hereby deleted in its entirety and replaced with the following:

“FOURTH. Simultaneously with the effectiveness of the filing hereof with the Secretary of State of the State of Delaware (the “Effective Time”), each one thousand (1,000) shares of Common Stock, par value $0.0001 per share, of the Corporation (the “Old Common Stock”) issued and outstanding at such time shall be combined into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation ( the “New Common Stock”), without any further action by the holders of such shares of Old Common Stock (the “Reverse Split”). The issuance of fractional shares shall be permissible in accordance with the Delaware General Corporation Law and the By-Laws of the Corporation. Each holder of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Effective Time, be entitled to receive, upon surrender of such Old Certificates to the Corporation’s transfer agent for cancellation, a certificate or certificates representing shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates so surrendered are split under the terms hereof. The New Common Stock issued in the Reverse Split shall have the same rights, preferences and privileges as the Old Common Stock.

The total number of shares of stock which the Corporation is authorized to issue is 1,000 share of Common Stock, par value $0.0001 per share.

[Signature page to follow]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President this 31st day of July, 2013.

By:	/s/ William D. Christ
	Name: William D. Christ
	Title: President

CERTIFICATE OF INCORPORATION

OF

TA/DEI-A ACQUISITION CORP.

FIRST: The name of this corporation shall be TA/DEI-A Acquisition Corp. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is: The Corporation Trust Company.

THIRD: The purpose or purposes of the Corporation shall be to carry on any and all business and to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 1,000,000 shares of Common Stock, par value $0.0001 per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILINGADDRESS

Judith B. Phillips Goodwin Proctor LLP
Exchange Place
Boston, MA 02109

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director any improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Certificate of Incorporation to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law. No amendment, modification or repeal of this Article EIGHTH shall adversely affect the rights and protection afforded to a director of the Corporation under this Article EIGHTH for acts or omissions occurring prior to such amendment, modification or repeal.

NINTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add or insert other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article NINTH.

TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such comprise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders , of this Corporation, as the case may be, and also on this Corporation.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, signed, and acknowledged this Certificate of Incorporation this 21^st day of December 2010.

/s/ Judith B. Phillips

Judith B. Phillips

Sole Incorporator

EX-3.30

Exhibit 3.30

BY-LAWS

of

TA/DEI-A ACQUISITION CORP. (the “Corporation”)

Article I - Stockholders

1.     Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2.     Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3.     Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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4.     Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

5.     Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

6.     Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

7.     Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

8.     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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9.     Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

10.     Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

Article II - Directors

1.     Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.     Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

3.     Vacancies; Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

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4.     Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

6.     Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

7.     Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

8.     Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

9.     Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

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10.     Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

11.     Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

Article III - Officers

1.     Enumeration. The officers of the Corporation shall consist of one or more Presidents (who, if there is more than one, shall be referred to as Co-Presidents), a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

2.     Election. The Presidents, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3.     Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

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4.     Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

6.     Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7.     Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

8.     Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

9.     Presidents. The Presidents shall, subject to the direction of the Board of Directors, each have general supervision and control of the Corporation’s business and any action that would typically be taken by a President may be taken by any Co-President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Presidents shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

10.     Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

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11.     Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

12.     Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

13.     Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

Article IV - Capital Stock

1.     Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be permitted to issue fractional shares.

2.     Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

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3.     Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

4.     Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.     Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Article V - Indemnification

1.     Definitions. For purposes of this Article V:

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(a)     “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section l(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b)     “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c)     “Disinterested Director’’ means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d)     “Expenses” means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e)     ‘‘Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(f)     “Officer’’ means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(g)     “Proceeding’’ means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(h)     “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

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2.     Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

3.     Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

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4.     Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

5.Advancementof Expenses to Directors Prior to Final Disposition.

(a)     The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses.

(b)     If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

6.     Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non­ Officer Employee is not entitled to be indemnified against such Expenses.

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(b)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

7.Contractual Nature of Rights.

(a)     The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

(b)     If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof: independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c)     In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

8.     Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

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9.     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

10.     Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor’’). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

Article VI - Miscellaneous Provisions

1.     Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

2.     Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3.     Execution of Instruments. Subject to any limitations which may be set forth in a resolution of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by, a President, or by any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

4.     Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

5.     Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

6.     Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

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7.    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

8.     Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders.

9.     Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF INCORPORATION

OF

TA/DEI-B1 ACQUISITION CORP.

FIRST: The name of this corporation shall be TA/DEI-B1 Acquisition Corp. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is: The Corporation Trust Company.

THIRD: The purpose or purposes of the Corporation shall be to carry on any and all business and to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $0.0001 per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILING ADDRESS

Judith B. Phillips Goodwin Proctor LLP
Exchange Place
Boston, MA 02109

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director any improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Certificate of Incorporation to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law. No amendment, modification or repeal of this Article EIGHTH shall adversely affect the rights and protection afforded to a director of the Corporation under this Article EIGHTH for acts or omissions occurring prior to such amendment, modification or repeal.

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NINTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add or insert other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article NINTH.

TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such comprise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders , of this Corporation, as the case may be, and also on this Corporation.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, signed, and acknowledged this Certificate of Incorporation this 21^st day of December 2010.

/s/ Judith B. Phillips

Judith B. Phillips

Sole Incorporator

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EX-3.32

Exhibit 3.32

BY-LAWS

of

TA/DEI-B1 ACQUISITION CORP. (the “Corporation”)

Article I - Stockholders

1.     Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2.     Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3.     Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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4.     Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

5.     Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

6.     Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

7.     Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

8.     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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9.     Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

10.     Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

Article II - Directors

1.     Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.     Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

3.     Vacancies; Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

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4.     Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

6.     Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

7.     Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

8.     Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

9.     Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

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10.     Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

11.     Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

Article III - Officers

1.     Enumeration. The officers of the Corporation shall consist of one or more Presidents (who, if there is more than one, shall be referred to as Co-Presidents), a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

2.     Election. The Presidents, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3.     Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

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4.     Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

6.     Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7.     Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

8.     Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

9.     Presidents. The Presidents shall, subject to the direction of the Board of Directors, each have general supervision and control of the Corporation’s business and any action that would typically be taken by a President may be taken by any Co-President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Presidents shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

10.     Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

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11.     Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

12.     Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

13.     Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

Article IV - Capital Stock

1.     Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be permitted to issue fractional shares.

2.     Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

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3.     Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

4.     Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.     Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Article V - Indemnification

1.     Definitions. For purposes of this Article V:

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(a)     “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section l(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b)     “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c)     “Disinterested Director’’ means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d)     “Expenses” means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e)     ‘‘Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(f)     “Officer’’ means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(g)     “Proceeding’’ means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(h)     “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

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2.     Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

3.     Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

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4.     Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

5.     Advancement of Expenses to Directors Prior to Final Disposition.

(a)     The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses.

(b)     If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

6.     Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non­ Officer Employee is not entitled to be indemnified against such Expenses.

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(b)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

7.     Contractual Nature of Rights.

(a)     The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

(b)     If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof: independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c)     In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

8.     Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

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9.     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

10.     Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor’’). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

Article VI - Miscellaneous Provisions

1.     Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

2.     Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3.     Execution of Instruments. Subject to any limitations which may be set forth in a resolution of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by, a President, or by any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

4.     Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

5.     Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

6.     Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

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7.    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

8.     Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders.

9.     Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

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EX-3.33

Exhibit 3.33

CERTIFICATE OF INCORPORATION

OF

TA/DEI-B2 ACQUISITION CORP.

FIRST: The name of this corporation shall be TA/DEI-B2 Acquisition Corp. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is: The Corporation Trust Company.

THIRD: The purpose or purposes of the Corporation shall be to carry on any and all business and to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $0.0001 per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILING ADDRESS

Judith B. Phillips Goodwin Proctor LLP
Exchange Place
Boston, MA 02109

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director any improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Certificate of Incorporation to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law. No amendment, modification or repeal of this Article EIGHTH shall adversely affect the rights and protection afforded to a director of the Corporation under this Article EIGHTH for acts or omissions occurring prior to such amendment, modification or repeal.

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NINTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add or insert other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article NINTH.

TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such comprise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders , of this Corporation, as the case may be, and also on this Corporation.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, signed, and acknowledged this Certificate of Incorporation this 21^st day of December 2010.

/s/ Judith B. Phillips

Judith B. Phillips

Sole Incorporator

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EX-3.34

Exhibit 3.34

BY-LAWS

of

TA/DEI-B2 ACQUISITION CORP. (the “Corporation”)

Article I - Stockholders

1.     Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2.     Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3.     Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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4.     Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

5.     Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

6.     Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

7.     Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

8.     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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9.     Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

10.     Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

Article II - Directors

1.     Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.     Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

3.     Vacancies; Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

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4.     Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

6.     Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

7.     Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

8.     Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

9.     Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

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10.     Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

11.     Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

Article III - Officers

1.     Enumeration. The officers of the Corporation shall consist of one or more Presidents (who, if there is more than one, shall be referred to as Co-Presidents), a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

2.     Election. The Presidents, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3.     Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

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4.     Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

6.     Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7.     Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

8.     Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

9.     Presidents. The Presidents shall, subject to the direction of the Board of Directors, each have general supervision and control of the Corporation’s business and any action that would typically be taken by a President may be taken by any Co-President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Presidents shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

10.     Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

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11.     Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

12.     Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

13.     Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

Article IV - Capital Stock

1.     Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be permitted to issue fractional shares.

2.     Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

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3.     Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

4.     Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.     Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Article V - Indemnification

1.     Definitions. For purposes of this Article V:

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(a)     “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section l(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b)     “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c)     “Disinterested Director’’ means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d)     “Expenses” means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e)     ‘‘Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(f)     “Officer’’ means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(g)     “Proceeding’’ means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(h)     “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

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2.     Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

3.     Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

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4.     Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

5.     Advancement of Expenses to Directors Prior to Final Disposition.

(a)     The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses.

(b)     If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

6.     Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non­ Officer Employee is not entitled to be indemnified against such Expenses.

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(b)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

7.     Contractual Nature of Rights.

(a)     The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

(b)     If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof: independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c)     In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

8.     Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

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9.     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

10.     Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor’’). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

Article VI - Miscellaneous Provisions

1.     Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

2.     Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3.     Execution of Instruments. Subject to any limitations which may be set forth in a resolution of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by, a President, or by any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

4.     Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

5.     Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

6.     Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

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7.    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

8.     Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders.

9.     Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

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EX-3.35

Exhibit 3.35

CERTIFICATE OF INCORPORATION

OF

TA/DEI-B3 ACQUISITION CORP.

FIRST: The name of this corporation shall be TA/DEI-B3 Acquisition Corp. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is: The Corporation Trust Company.

THIRD: The purpose or purposes of the Corporation shall be to carry on any and all business and to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $0.0001 per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILING ADDRESS

Judith B. Phillips Goodwin Proctor LLP
Exchange Place
Boston, MA 02109

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director any improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Certificate of Incorporation to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law. No amendment, modification or repeal of this Article EIGHTH shall adversely affect the rights and protection afforded to a director of the Corporation under this Article EIGHTH for acts or omissions occurring prior to such amendment, modification or repeal.

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NINTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add or insert other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article NINTH.

TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such comprise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders , of this Corporation, as the case may be, and also on this Corporation.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, signed, and acknowledged this Certificate of Incorporation this 21^st day of December 2010.

/s/ Judith B. Phillips

Judith B. Phillips

Sole Incorporator

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EX-3.36

Exhibit 3.36

BY-LAWS

of

TA/DEI-B3 ACQUISITION CORP. (the “Corporation”)

Article I - Stockholders

1.     Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

2.     Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3.     Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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4.     Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

5.     Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

6.     Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

7.     Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

8.     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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9.     Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

10.     Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

Article II - Directors

1.     Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.     Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

3.     Vacancies; Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

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4.     Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

6.     Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

7.     Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

8.     Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

9.     Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

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10.     Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

11.     Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

Article III - Officers

1.     Enumeration. The officers of the Corporation shall consist of one or more Presidents (who, if there is more than one, shall be referred to as Co-Presidents), a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

2.     Election. The Presidents, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3.     Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

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4.     Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.     Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

6.     Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7.     Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

8.     Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

9.     Presidents. The Presidents shall, subject to the direction of the Board of Directors, each have general supervision and control of the Corporation’s business and any action that would typically be taken by a President may be taken by any Co-President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Presidents shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

10.     Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

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11.     Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

12.     Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

13.     Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

Article IV - Capital Stock

1.     Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be permitted to issue fractional shares.

2.     Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

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3.     Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

4.     Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.     Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Article V - Indemnification

1.     Definitions. For purposes of this Article V:

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(a)     “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section l(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b)     “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c)     “Disinterested Director’’ means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d)     “Expenses” means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e)     ‘‘Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(f)     “Officer’’ means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(g)     “Proceeding’’ means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(h)     “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

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2.     Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

3.     Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

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4.     Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

5.     Advancement of Expenses to Directors Prior to Final Disposition.

(a)     The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses.

(b)     If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

6.     Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non­ Officer Employee is not entitled to be indemnified against such Expenses.

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(b)     In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

7.     Contractual Nature of Rights.

(a)     The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

(b)     If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof: independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c)     In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

8.     Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

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9.     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

10.     Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor’’). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

Article VI - Miscellaneous Provisions

1.     Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

2.     Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3.     Execution of Instruments. Subject to any limitations which may be set forth in a resolution of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by, a President, or by any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

4.     Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

5.     Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

6.     Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

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7.    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

8.     Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders.

9.     Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

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EX-3.37

Exhibit 3.37

ARTICLES OF INCORPORATION

OF

GB ACQUISITION USA, INC.

ARTICLE I

Name

The name of this Corporation is GB Acquisition USA, Inc.

ARTICLE II

Capital Stock

The total number of shares which this Corporation is authorized to issue is one hundred million (100,000,000) shares of common stock, with no par value, which shall be the only class of shares of this Corporation.

ARTICLE III

No Preemptive Rights

Except as may otherwise be provided by the Board of Directors, no holder of any shares of this Corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any securities of this Corporation of any class or kind now or hereafter authorized.

ARTICLE IV

Directors

A.    This Corporation shall have at least one director, the actual number to be fixed in accordance with the Bylaws. The initial Board of Directors shall consist of one (1) director, who shall serve until the first annual meeting of shareholders and until his successor is elected and qualified.

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B.    The name and address of the initial director of this Corporation is as follows:

Rod Senft
3190 Traverse Avenue
West Vancouver, BC V7V 1G3
CANADA

ARTICLE V

No Cumulative Voting

There shall be no cumulative voting of shares of stock in this Corporation.

ARTICLE VI

Shareholder Action Without Meeting

Any action that may be taken at a meeting of the shareholders may be taken without a meeting or a vote if the action is taken by one or more consents each in the form of a record, delivered to this Corporation of (i) all shareholders entitled to vote on the action, or (ii) shareholder holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. To the extent the Washington Business Corporation Act require prior notice of any such action be given to nonconsenting or nonvoting shareholders, such notice shall be made at least one business day, or such longer period as is required by the Washington Business Corporation Act, prior to the date the action becomes effective. Any such notice shall be in such form as may be required by the Washington Business Corporation Act. Any consent delivered to this Corporation pursuant to this Article shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders and each consent shall be in an executed record or, if this Corporation has designated an address, location, or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location or system, in an executed electronically transmitted record.

ARTICLE VII

Shareholder Voting on Significant Corporate Action

Any corporate action for which the Washington Business Corporation Act, as then in effect, would otherwise require approval by either a two-thirds vote of the shareholders of this Corporation or by a two-thirds vote of one or more voting groups shall be deemed approved by the shareholders or the voting group(s) if it is approved by the affirmative vote of the holders of a majority of shares entitled to vote or, if approval by voting groups is required, by the holders of a majority of shares within each voting group entitled to vote separately. Notwithstanding this Article, effect shall be given to any other provision of these Articles that specifically requires a greater vote for approval of any particular corporate action.

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ARTICLE VIII

Limitation on Director Liability

To the fullest extent permitted by the Washington Business Corporation Act and subject to the Bylaws of this Corporation, a director of this Corporation shall not be liable to this Corporation or its shareholders for monetary damages for his or her conduct as a director. Any amendment to or repeal of this Article shall not adversely affect any right of a director of this Corporation hereunder with respect to any acts or omissions of the director occurring prior to amendment or repeal.

ARTICLE IX

Indemnification of Directors

To the fullest extent permitted by its Bylaws and the Washington Business Corporation Act, this Corporation is authorized to indemnify any of its directors. The Board of Directors shall be entitled to determine the terms of indemnification, including advance of expenses, and to give effect thereto through the adoption of Bylaws, approval of agreements, or by any other manner approved by the Board of Directors. Any amendment to or repeal of this Article shall not adversely affect any right of an individual with respect to any right to indemnification arising prior to such amendment or repeal.

ARTICLE X

Registered Office and Registered Agent

The name of the registered agent of this Corporation and the street address of its registered office are as follows:

JGB Service Corporation
600 University Street, Suite 3600
Seattle, WA 98101

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ARTICLE XI

Incorporator

The name and address of the incorporator are as follows:

Duff Bryant
600 University Street, Suite 3600
Seattle, WA 98101

DATED: July 10, 2007

/s/ Duff Bryant

Duff Bryant
Incorporator

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CONSENT TO APPOINTMENT AS REGISTERED AGENT

The undersigned hereby consents to serve as registered agent for GB Acquisition USA, Inc. for the State of Washington.

DATED this 10^th date of July, 2007.

JGB SERVICE CORPORATION
By:	/s/ Jill Peterson
	Jill Peterson
	Assistant Secretary
600 University Street, Suite 1600 Seattle, WA 98101

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EX-3.38

Exhibit 3.38

AMENDMENT TO THE BYLAWS
OF
GB ACQUISITION USA, INC.

Section 3 of the Bylaws of GB Acquisition USA, Inc. is hereby amended and restated in its entirety to read as follows:

SECTION 3

OFFICERS

3.1    Officers Enumerated – Election. The officers of the Corporation shall consist of such officers and assistant officers as may be designed by resolution of the Board of Directors. The officers may include a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers shall hold office at the pleasure of the Board of Directors. Unless otherwise restricted by the Board of Directors, the President may appoint any assistant officer, the Secretary may appoint one or more Assistant Secretaries, and the Treasurer may appoint one or more Assistant Treasurers; provided that any such appointments shall be recorded in writing in the corporate records.

3.2    Qualifications. None of the officers of the Corporation need be a director. Any two or more corporate offices may be held by the same person.

3.3    Duties of the Officers. Unless otherwise prescribed by the Board of Directors, the duties of the officers shall be as follows:

(a)    Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at meetings of the Board of Directors and of the shareholders, shall be responsible for carrying out the plans and directives of the Board of Directors, shall report to and consult with the Board of Directors and, if the Board so resolves, shall be the Chief Executive Officer. The Chairman of the Board shall have such other powers and duties as the Board of Directors may from time to time prescribe.

(b)    Chief Executive Officer. The Chief Executive Officer shall, subject to the direction and control of the Board of Directors, have general control and management of the business, affairs and policies of the Corporation and over its officers and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a President, the Chief Executive Officer shall also be the President. In the absence of a Chairman of the Board, the Chief Executive Officer shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate.

(c)    President. The President shall be subject to the direction and control of the Chief Executive Officer (if any) and the Board of Directors and shall have general active management of the business, affairs and policies of the Corporation and perform such other duties as the Board of Directors may from time to time designate. The President shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a Chief Executive Officer, the President shall also be the Chief Executive Officer. If the Board of Directors has elected a Chief Executive Officer and that officer is absent, disqualified from acting, unable to act or refuses to act, then the President shall have the power of, and shall perform the duties of the Chief Executive Officer. In addition, if there is no Secretary in office, the President shall perform the duties of the Secretary.

(d)    Vice President. Each Vice President shall perform such duties as the Board of Directors may from time to time designate. In addition, the Vice President, or if there is more than one, the most senior Vice President available, shall act as President in the absence or disability of the President.

(e)    Secretary. The Secretary shall be responsible for and shall keep, personally or with the assistance of others, records of the proceedings of the directors and shareholders; authenticate records of the Corporation; attest all certificates of stock in the name of the Corporation; keep the corporate seal, if any, and affix the same to certificates of stock and other proper documents; keep a record of the issuance of certificates of stock and the transfers of the same; and perform such other duties as the Board of Directors may from time to time designate.

(f)    Treasurer. The Treasurer shall have the care and custody of, and be responsible for, all funds and securities of the Corporation and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Corporation in such depositories as may be designated by the Board of Directors. In general, the Treasurer shall perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.

(g)    Assistant Officers. Assistant officers may consist of one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Each assistant officer shall perform those duties assigned to him or her from time to time by the Board of Directors, the President, or the officer who appointed him or her.

3.4    Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.5    Removal. Any officer or agent may be removed by action of the Board of Directors with or without cause, but any removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer shall not of itself create any contract rights.

3.6    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

BYLAWS

OF

GB ACQUISITION USA, INC.

SECTION 1

SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS

1.1    Annual Meeting. The annual meeting of the shareholders of this corporation (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal office of the Corporation, or at some other place either within or without the State of Washington as designated by the Board of Directors, on the day and at the time as may be set by the Board of Directors. If the specified day is a Sunday or a legal holiday, then the meeting will take place on the next business day at the same time or on such other day and time as may be set by the Board of Directors.

1.2    Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board, the President, a majority of the Board of Directors, or any shareholder or shareholders holding in the aggregate one-fourth of the voting power of all shareholders. The meetings shall be held at such time and place as the Board of Directors may prescribe, or, if not held upon the request of the Board of Directors, at such time and place as may be established by the President or by the Secretary in the President’s absence. Only business within the purpose or purposes described in the meeting notice may be conducted. ·

1.3    Notice of Meetings. Notice of the place, date and time of the annual shareholders’ meeting and notice of the place, date, time and purpose or purposes of special shareholders’ meetings shall be delivered not less than 10 (or, if required by Washington law, 20) or more than 60 days before the date of the meeting, either (i) by tangible medium transmitted by mail, private carrier, personal delivery, telephone, wire or wireless equipment which transmits a facsimile of the notice, (ii) by electronic transmission in accordance with applicable law, or (iii) in any other manner approved by law, by or at the direction of the President or the Secretary, to each shareholder of record entitled to notice of such meeting. Notice given in accordance with the foregoing shall be effective when and as provided under applicable law.

1.4    Waiver of Notice. Except where expressly prohibited by law or the Articles of Incorporation, notice of the place, date, time and purpose or purposes of any shareholders’ meeting may be waived by any shareholder at any time, either before or after the meeting. Such waiver may be provided by the shareholder to the Corporation either (i) in an executed and dated written record or (ii) if the Corporation has designated an address, location or system to which such waiver may be electronically transmitted and such waiver is electronically transmitted to such designated address, location, or system, in an executed and dated electronically transmitted record. Attendance at the meeting in person or by proxy waives objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.5    Shareholders’ Action Without a Meeting. Any action that may be taken at a meeting of the shareholders may be taken without a meeting or a vote if (i) the action is taken by one or more consents, each in the form of a record, delivered to the Corporation of all shareholders entitled to vote on the action or (ii) the action is taken by one or more consents, each in the form of a record, delivered to the Corporation by the shareholders of the Corporation holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. A notice of the taking of action by shareholders by less than unanimous consent shall be given at least one business day, or such longer period as is required by law, prior to the date the action becomes effective to those shareholders entitled to vote on the action who have not consented, and, if required by law that notice of a meeting of shareholders to consider the action be given to nonvoting shareholders, to all nonvoting shareholders of the Corporation. Any such notice shall be in such form as may be required by applicable law. Any consent delivered to the Corporation pursuant to this Article shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders and each consent shall be (i) in an executed record or (ii) if the Corporation has designated an address, location, or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.

1.6    Telephone Meetings. Shareholders may participate in a meeting of shareholders by means of a conference telephone or any similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

1.7    List of Shareholders. At least 10 days before any shareholders’ meeting, the Secretary of the Corporation or the agent having charge of the stock transfer books of the Corporation shall have compiled a complete list of the shareholders entitled to notice of a shareholders’ meeting, arranged in alphabetical order and by voting group, with the address of each shareholder and the number, class, and series, if any, of shares owned by each.

1.8    Quorum and Voting. The presence in person or by proxy of the holders of a majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of shareholders for that matter. If a quorum exists, action on a matter shall be approved by a voting group if the votes cast within a voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a greater number of affirmative votes is required by the Articles of Incorporation or by law. If the Articles of Incorporation or Washington law provide for voting by two or more voting groups on a matter, action on a matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group.

1.9    Adjourned Meetings. If a shareholders’ meeting is adjourned to a different place, date or time, whether for failure to achieve a quorum or otherwise, notice need not be given of the new place, date or time if the new place, date or time is announced at the meeting before adjournment. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in these Bylaws, that determination shall apply to any adjournment thereof, unless Washington law requires fixing a new record date. If Washington law requires that a new record date be set for the adjourned meeting, notice of the adjourned meeting must be given to shareholders as of the new record date. Any business may be transacted at an adjourned meeting that could have been transacted at the meeting as originally called.

1.10     Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by (i) executing a writing authorizing another person or persons to act for the shareholder as proxy or (ii) transmitting or authorizing the transmission of an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the shareholder or by the shareholder’s attorney­in-fact. The Corporation shall require the holders of proxies by transmission to provide to the Corporation copies of the transmission and the Corporation shall retain copies of the transmission for at least 60 days after the election. The appointment shall be valid for 11 months unless the appointment form expressly provides for a longer period. An appointment of a proxy is revocable unless the appointment is coupled with an interest. No revocation shall be effective until written notice thereof has actually been received by the Secretary of the Corporation or any other person authorized to tabulate votes.

SECTION 2

BOARD OF DIRECTORS

2.1    Number and Qualification. The business affairs and property of the Corporation shall be managed under the direction of a Board of Directors, the number of members of which is set forth in Exhibit A. The Board of Directors may increase or decrease this number by resolution. A decrease in the number of directors shall not shorten the term of an incumbent director.

2.2    Election - Term of Office. The directors shall be elected by the shareholders at each annual shareholders’ meeting or at a special shareholders’ meeting called for such purpose. Despite the expiration of a director’s term, the director continues to serve until his or her successor is elected and qualified or until there is a decrease in the authorized number of directors.

2.3     Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, retirement, disqualification, removal, increase in the number of directors, or otherwise, may be filled for the remainder of the term by the Board of Directors, by the shareholders, or, if the directors in office constitute less than a quorum of the Board of Directors, by an affirmative vote of a majority of the remaining directors. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

2.4    Quorum and Voting. At any meeting of the Board of Directors, the presence in person (including presence by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business. Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors. If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Articles of Incorporation, by these Bylaws, or by law. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or to transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.5    Regular Meetings. Regular meetings of the Board of Directors shall be held at such place, date and time as shall from time to time be fixed by resolution of the Board.

2.6    Special Meetings. Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer, or any two or more directors.

2.7    Notice of Meetings. Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors must be preceded by at least two days’ notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation or these Bylaws require otherwise. Notice may be given either (i) orally, (ii) by tangible medium transmitted by mail, private carrier, personal delivery, telephone, wire or wireless equipment which transmits a facsimile of the notice, (iii) by electronic transmission in accordance with applicable law, or (iv) in any other manner allowed by law. Oral notice shall be sufficient only if a record of such notice is included in the Corporation’s minute book. Notice given in accordance with the foregoing shall be effective as provided by applicable law. Notice of any meeting of the Board of Directors may be waived by any director at any time. The waiver shall be set forth either (i) in an executed record or (ii) if the Corporation has designated an address, location, or system to which waiver may be electronically transmitted and the waiver is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. The waiver shall be delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting shall constitute a waiver of any required notice of the meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.

2.8    Directors’ Action Without A Meeting. The Board of Directors or a committee thereof may take any action without a meeting that it could properly take at a meeting if one or more consents setting forth the action are executed by all of the directors, or all of the members of the committee, as the case may be, either before or after the action is taken, and if the consents are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Consents shall be set forth either (a) in an executed record or (b) if the Corporation has designated an address, location, or system to which the consent may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Such action shall be effective when the last director executes the consent, unless the consent specifies a later effective date.

2.9    Committees of the Board of Directors. The Board of Directors, by resolutions adopted by a majority of the members of the Board of Directors in office, may create from among its members one or more committees and shall appoint the members thereof. Each such committee must have two or more members, who shall be directors and who shall serve at the pleasure of the Board of Directors. Each committee of the Board of Directors may exercise the authority of the Board of Directors to the extent provided in its enabling resolution and any pertinent subsequent resolutions adopted in like manner, provided that the authority of each such committee shall be subject to applicable law. Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report to the Board of Directors when requested to do so.

2.10    Telephone Meetings. Members of the Board of Directors or of any committee appointed by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

2.11    Compensation of Directors. The Board of Directors may fix the compensation of directors as such and may authorize the reimbursement of their expenses.

SECTION 3

OFFICERS

3.1    Officers Enumerated - Election. The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers shall hold office at the pleasure of the Board of Directors. Unless otherwise restricted by the Board of Directors, the President may appoint any assistant officer, the Secretary may appoint one or more Assistant Secretaries, and the Treasurer may appoint one or more Assistant Treasurers; provided that any such appointments shall be recorded in writing in the corporate records.

3.2     Qualifications. None of the officers of the Corporation need be a director. Any two or more corporate offices may be held by the same person.

3.3     Duties of the Officers. Unless otherwise prescribed by the Board of Directors, the duties of the officers shall be as follows:

(a)    Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at meetings of the Board of Directors and of the shareholders, shall be responsible for carrying out the plans and directives of the Board of Directors, shall report to and consult with the Board of Directors and, if the Board so resolves, shall be the Chief Executive Officer. The Chairman of the Board shall have such other powers and duties as the Board of Directors may from time to time prescribe.

(b)    President. The President shall exercise the usual executive powers pertaining to the office of President. In the absence of a Chairman of the Board, the President shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate. In addition, if there is no Secretary in office, the President shall perform the duties of the Secretary.

(c)    Vice President. Each Vice President shall perform such duties as the Board of Directors may from time to time designate. In addition, the Vice President, or if there is more than one, the most senior Vice President available, shall act as President in the absence or disability of the President.

(d)    Secretary. The Secretary shall be responsible for and shall keep, personally or with the assistance of others, records of the proceedings of the directors and shareholders; authenticate records of the Corporation; attest all certificates of stock in the name of the Corporation; keep the corporate seal, if any, and affix the same to certificates of stock and other proper documents; keep a record of the issuance of certificates of stock and the transfers of the same; and perform such other duties as the Board of Directors may from time to time designate.

(e)    Treasurer. The Treasurer shall have the care and custody of, and be responsible for, all funds and securities of the Corporation and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Corporation in such depositories as may be designated by the Board of Directors. In general, the Treasurer shall perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.

(f)    Assistant Officers. Assistant officers may consist of one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Each assistant officer shall perform those duties assigned to him or her from time to time by the Board of Directors, the President, or the officer who appointed him or her.

3.4     Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.5    Removal. Any officer or agent may be removed by action of the Board of Directors with or without cause, but any removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create any contract rights.

3.6    Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

SECTION 4

SHARES AND CERTIFICATES OF SHARES

4.1    Share Certificates. Share certificates shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, and attested by the Secretary or an Assistant Secretary. Share certificates may be sealed with the corporate seal, if any. Facsimiles of the signatures and seal may be used as permitted by Jaw. Every share certificate shall state:

(a)     the name of the Corporation;

(b)    that the Corporation is organized under the laws of the State of Washington;

(c)     the name of the person to whom the share certificate is issued;

(d)     the number, class and series (if any) of shares that the certificate represents; and

(e)    if the Corporation is authorized to issue shares of more than one class or series, that upon written request and without charge, the Corporation will furnish any shareholder with a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series, and the authority of the Board of Directors to determine variations for future series.

4.2    Consideration for Shares. Shares of the Corporation may be issued for such consideration as shall be determined by the Board of Directors to be adequate. The consideration for the issuance of shares may be paid in whole or in part in cash, or in any tangible or intangible property or benefit to the Corporation, including but not limited to promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Establishment by the Board of Directors of the amount of consideration received or to be received for shares of the Corporation shall be deemed to be a determination that the consideration so established is adequate.

4.3    Transfers. Shares may be transferred by delivery of the certificate, accompanied either by an assignment in writing on the back of the certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares of stock shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation.

4.4    Loss or Destruction of Certificates. In the event of the loss or destruction of any certificate, a new certificate may be issued in lieu thereof upon satisfactory proof of such loss or destruction, and upon the giving of security against loss to the Corporation by bond, indemnity or otherwise, to the extent deemed necessary by the Board of Directors, the Secretary, or the Treasurer.

4.5    Fixing Record Date. The Board of Directors may fix in advance a date as the record date for determining shareholders entitled: (i) to notice of or to vote at any shareholders’ meeting or any adjournment thereof; (ii) to receive payment of any share dividend; or (iii) to receive payment of any distribution. The Board of Directors may in addition fix record dates with respect to any allotment of rights or conversion or exchange of any securities by their terms, or for any other proper purpose, as determined by the Board of Directors and by law. The record date shall be not more than 70 days and, in case of a meeting of shareholders, not less than 10 days (or such longer period as may be required by Washington law) prior to the date on which the particular action requiring determination of shareholders is to be taken. If no record date is fixed for determining the shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be the date before the day on which notice of the meeting is delivered. If no record date is fixed for the determination of shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the Corporation’s own shares), the record date shall be the date on which the Board adopted the resolution declaring the distribution. If no record date is fixed for determining shareholders entitled to a share dividend, the record date shall be the date on which the Board of Directors authorized the dividend.

SECTION 5

BOOKS, RECORDS AND REPORTS

5.1    Records of Corporate Meetings, Accounting Records and Share Registers. The Corporation shall keep, as permanent records, minutes of all meetings of the Board of Directors and shareholders, and all actions taken without a meeting, and all actions taken by a committee exercising the authority of the Board of Directors. The Corporation or its agent shall maintain, in a form that permits preparation of a list, a list of the names and addresses of its shareholders, in alphabetical order by class of shares, and the number, class, and series, if any, of shares held by each. The Corporation shall also maintain appropriate accounting records, and at its principal place of business shall keep copies of: (a) its Articles of Incorporation or restated Articles of Incorporation and all amendments in effect; (b) its Bylaws or restated Bylaws and all amendments in effect; (c) minutes of all shareholders’ meetings and records of all actions taken without meetings for the past three years; (d) the year-end balance sheets and income statements for the past three fiscal years, prepared as required by Washington law; (e) all communications to shareholders generally in the past three years; (f) a list of the names and business addresses of its current officers and directors; and (g) its most recent annual report to the Secretary of State.

5.2    Copies of Corporate Records. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the Chairman of the Board, President, Vice President, Secretary or Assistant Secretary.

5.3    Examination of Records. A shareholder shall have the right to inspect and copy, during regular business hours at the principal office of the Corporation, in person or by his or her attorney or agent, the corporate records referred to in the last sentence of Section 5.1 of these Bylaws if the shareholder gives the Corporation notice of the demand at least five business days before the date on which the shareholder wishes to make such inspection. In addition, if a shareholder’s demand is made in good faith and for a proper purpose, a shareholder may inspect and copy, during regular business hours at a reasonable location specified by the Corporation, excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors, records of actions taken by the Board of Directors without a meeting, minutes of shareholders’ meetings held or records of action taken by shareholders without a meeting not within the past three years, accounting records of the Corporation, or the record of shareholders; provided that the shareholder shall have made a demand describing with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect, and provided further that the records are directly connected to the shareholder’s purpose. This section shall not affect any right of shareholders to inspect records of the Corporation that may be otherwise granted to the shareholders by law.

5.4    Financial Statements. Not later than four months after the end of each fiscal year, or in any event prior to its annual meeting of shareholders, the Corporation shall prepare a balance sheet and income statement in accordance with Washington law. The Corporation shall furnish a copy of each to any shareholder upon request. Such request shall be set forth in either (i) a written record or (ii) if the Corporation has designated an address, location, or system to which such request may be electronically transmitted and such request is electronically transmitted to the Corporation such designated address, location, or system, in an electronically transmitted record.

SECTION 6

FISCAL YEAR

The fiscal year of the Corporation shall be as set forth in Exhibit A.

SECTION 7

CORPORATE SEAL

The corporate seal of the Corporation, if any, shall be in the form shown on Exhibit A.

SECTION 8

MISCELLANEOUS PROCEDURAL PROVISIONS

The Board of Directors may adopt rules of procedure to govern any meetings of shareholders or directors to the extent not inconsistent with law, the Corporation’s Articles of Incorporation, or these Bylaws, as they are in effect from time to time. In the absence of any rules of procedure adopted by the Board of Directors, the chairman of the meeting shall make all decisions regarding the procedures for any meeting.

SECTION9

AMENDMENT OF BYLAWS

The Board of Directors is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the shareholders of the Corporation to change or repeal the Bylaws.

SECTION 10

INDEMNIFICATION OF DIRECTORS AND OTHERS

10.1    Grant of Indemnification. Subject to Section 10.2, each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of the Corporation or who, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of this or another Corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director and shall inure to the benefit of his or her heirs, executors and administrators.

10.2    Limitations on Indemnification. Notwithstanding Section 10.1, no indemnification shall be provided hereunder to any such person to the extent that such indemnification would be prohibited by the Washington Business Corporation Act or other applicable law as then in effect, nor, except as provided in Section 10.4 with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

10.3    Advancement of Expenses. The right to indemnification conferred in this section shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses, if the director furnishes the Corporation (i) a written affirmation of the director’s good faith belief that the director has met the standard of conduct as described by the Washington Business Corporation Act, and (ii) a written undertaking, executed personally or on the director’s behalf to repay the advance if it is ultimately determined that the director did not meet the standard of conduct as described by the Washington Business Corporation Act, which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. The authorization of payments for such advancement of expenses may be made by resolution adopted by the shareholders or Board of Directors.

10.4     Right to Enforce Indemnification. If a claim under Section 10.1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action with respect to expenses authorized under Section 10.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Washington Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.    Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein or in the Washington Business Corporation Act nor (except as provided in Section 10.3) an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

10.5    Nonexclusivity. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall be valid to the extent consistent with Washington law.

10.6    Indemnification of Officers, Employees and Agents. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or on such other terms as the Board may deem proper.

10.7    Insurance and Other Security. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from his or her status as an officer, director, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under the Washington Business Corporation Act. The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this section.

10.8    Amendment or Modification. This section may be altered or amended at any time as provided in these Bylaws, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment.

10.9    Effect of Section. The rights conferred by this section shall be deemed to be contract rights between the Corporation and each person who is or was a director or officer. The Corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the Corporation.

SECTION 11

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

Unless otherwise restricted by the Board of Directors, the Chairman, President, and any Vice President of the Corporation are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of other corporations standing in the name of the Corporation. This authority may be exercised by such officers either in person or by a duly executed proxy or power of attorney.

EXHIBIT A

Section 2.1. Number of members of Board of Directors, unless and until changed by resolution of the Board of Directors: One(!)

Section 6. Fiscal year: December 31

Section 7. Corporate Seal: N/A

Date Bylaws Adopted:     July 20, 2007

EX-3.39

Exhibit 3.39

ARTICLES OF INCORPORATION
OF
Nuts Distributor of America Inc.

The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the Washington Business Corporation Act (Revised Code of Washington, Title 23B).

ARTICLE I

Name

The name of the corporation is Nuts Distributor of America Inc.

ARTICLE II

Effective Date

This Certificate will be effective upon filing.

ARTICLE III

Authorized Capital Stock

This corporation is authorized to issue, in the aggregate, One Million (1,000,000) shares of no par value common stock.

ARTICLE IV

Actions without Meeting

Any actions to be taken at a shareholders’ meeting may be taken without a meeting or a vote if either:

(a)    the action is taken by all shareholders entitled to vote on the action; or

(b)    the action is taken by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted, and at the time the action is taken the corporation is not a public company.

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ARTICLE V

No Preemptive Rights

Shareholders of this corporation shall have no preemptive rights to acquire any additional shares issued by this corporation.

ARTICLE VI

Director Liability

A director of the corporation shall not be personally liable to the corporation or it shareholders for monetary damages for conduct as a director, except for liability of the director for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director; (ii) conduct which violates RCW 23B.08.310 of the Washington Business Corporation Act, pertaining to unpermitted distributions to shareholders or loans to directors, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Indemnification

The corporation shall indemnify its directors against all liability, damage, or expense resulting from the fact that such person is or was a director, to the maximum extend and under all circumstances permitted by law; except that the corporation shall not indemnify a director against liability, damage, or expense resulting from the director’s gross negligence.

ARTICLE VIII

Amendment

This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by statute. All rights of shareholders of the corporation and all powers of directors of the corporation are granted subject to this reservation.

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ARTICLE IX

Initial Directors

The initial Board of Directors of this corporation consists of four (4) directors. The names and addresses of such directors are as follows:

Name	Address
Amir Virani	xxxx
Nizar Virani	xxxx
Alnasir Virani	xxxx
Muhammed Virani	xxxx

The initial directors shall serve until the next annual meeting of shareholders or until the election and qualification of their successors. The number of directors constituting the Board of Directors of this corporation may be increased or decreased from time to time in the manner specified in the Bylaws of this corporation.

ARTICLE X

No Cumulative Voting

At each election of directors, every shareholder entitled to vote at such election has the right to vote in person or by proxy the number of shares of stock held by such shareholder for as many persons as there are directors to be elected. No cumulative voting for directors will be permitted.

ARTICLE XI

Registered Office and Agent

A.    The street address of this corporation’s initial registered office is:

300 N. Commercial Street
Bellingham, WA 98225

B.    BD Services Corporation is the corporation’s initial registered agent at such office.

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ARTICLE XII

Incorporator

The name and address of the Incorporator is as follows:

Name	Address
Jack H. Grant	300 N. Commercial Street Bellingham, WA 98225

DATED this 4^th day of February, 2003

/s/ Jack H. Grant

Jack H. Grant
Incorporator

CONSENT TO APPOINTMENT AS REGISTERED AGENT

BD Services Corporation does hereby consent to serve as registered agent, in the State of Washington, for the following corporation: Nuts Distributor of America Inc. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation, to forward all mail and license renewals to the appropriate officers of the corporation; and to immediately notify the Office of the Secretary of State of my resignation or of any changes in the address of the registered office of the corporation for which I am agent.

Dated: February 4, 2003	BD Services Corporation
	/s/ Debbie Nelson
	Debbie Nelson, Treasurer
	300 N. Commercial Street Bellingham, WA 98225

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EX-3.40

Exhibit 3.40

AMENDMENT TO THE BYLAWS OFNUTS DISTRIBUTOR OF AMERICA INC.

Article 3 of the Bylaws of Nuts Distributor of America Inc. is hereby amended and restated in its entirety to read as follows:

ARTICLE 3: OFFICERS

Section 1: Election & Term of Office

The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, to serve until the next annual meeting or until their successors are elected and have qualified. Vacancies in any term of office may be filled by the Board of Directors at any meeting. Any two or more offices may be held by the same person.

Section 2: Chief Executive Officer

The Chief Executive Officer shall, subject to the direction and control of the Board of Directors, have general control and management of the business, affairs and policies of the Corporation and over its officers and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a President, the Chief Executive Officer shall also be the President. In the absence of a Chairman of the Board, the Chief Executive Officer shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate.

Section 3: President

The President shall be subject to the direction and control of the Chief Executive Officer (if any) and the Board of Directors and shall have general active management of the business, affairs and policies of the Corporation. The President shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a Chief Executive Officer, the President shall also be the Chief Executive Officer. If the Board of Directors has elected a Chief Executive Officer and that officer is absent, disqualified from acting, unable to act or refuses to act, then the President shall have the powers of, and shall perform the duties of the Chief Executive Officer.

Section 4: Vice President

The Vice President shall in the absence or incapacity of the President perform the duties of that office and any other duties specified by the Board of Directors.

Section 5: Secretary

The Secretary of the Corporation shall keep the minutes of all directors' and shareholders' meetings. The Secretary shall attend to the giving and serving all notices of the Corporation, shall have charge of all corporate record books, shall be custodian of the corporate seal, shall attest by signature all written contracts of the Corporation, and shall perform all such other duties as are incident to the office or may be required of the Secretary by the Board of Directors.

Section 6: Treasurer

The Treasurer shall keep regular books of account, and shall submit them, together with all corporate records and papers, to the Board of Directors at any meeting when required. The Treasurer shall, if required by the Board of Directors, give such bond for the faithful performance of the office as the Board of Directors may determine, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

Section 7: Other Officers

In addition to the foregoing officers, the Board of Directors may, from time to time, elect such other officers as they may see fit, with such duties as the Board of Directors may deem proper.

Section 8: Removal

The Board of Directors shall have the right to remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.

Section 9: Salaries

The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

BYLAWS

OF

NUTS DISTRIBUTOR OF AMERICA INC.

ARTICLE 1: SHAREHOLDERS

Section 1: Annual Meeting

The annual meeting of the shareholders shall be held at the registered office of the Corporation, or at such other place as may be designated in the notice of meeting, in February of each year, unless this day is a legal holiday, in which event the meeting shall be held at the same place on the next succeeding business day. In the event that the annual meeting is omitted by oversight or otherwise on the established date, the Directors shall cause an alternative annual meeting of shareholders to be held as soon after the scheduled meeting as practicable and any business transacted or elections held at that meeting shall be as valid as if transacted or held at the scheduled annual meeting.

Section 2: Special Meetings

The Corporation shall hold a special meeting of the shareholders on call of the Board, the Chairman, or the President; or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting, sign, date, and deliver to the Secretary one or more written demands for a special meeting which describe the purposes for the meeting. Only issues identified in the notice of a special meeting may be conducted at that meeting. The Secretary shall issue notice of any special meeting as provided in Section 3.

Section 3: Notice of Meeting

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Corporation to each shareholder of record entitled to vote on any issue proposed or considered at the meeting (unless required by law to send notice to all shareholders, regardless of whether or not all shareholders are entitled to vote). Such notice shall be given not less than ten (10) days (unless the meeting is to consider amendment of the Articles of Incorporation, a merger or share exchange, a sale or substantially all of the Corporation's assets other than in the ordinary course of business or dissolution of the Corporation, in which case notice shall be given not less than twenty (20) days) nor more than sixty (60) days prior to the date of the meeting, and shall be mailed to the shareholders' addresses as they appear on the current record of shareholders of the Corporation.

Section 4: Waiver of Notice

Notice of the time, place, and purpose of any meeting may be waived in writing (either before or after such meeting) and will be waived by any shareholder by his attendance there at in person or by proxy, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or by the shareholder's failure to object at the time of presentation of a matter not within the purpose(s) described in the notice of the meeting. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 5: Quorum and Adjourned Meetings

A majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders with respect to such matter. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such reconvened meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If a meeting is adjourned to a different date, time or place, notice need not be given as to such new date, time or place if a new date, time or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed in accordance with the corporate laws of the State of Washington, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. The shareholders present at a duly organized meeting may continue to transact business at such meeting and at any adjournment of such meeting (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough shareholders from either meeting to leave less than a quorum.

Section 6: Proxies

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder's attorney in fact and filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority, unless the Secretary is given notice of the death or incapacity before the proxy exercises the proxy's authority under the appointment. The Corporation is entitled to accept a proxy's vote or other action as that of the shareholder, subject to any express limitation on the proxy's authority appearing on the face of the appointment form.

Section 7: Remote Participation by Shareholders in a Meeting

Shareholders may participate in meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8: Action by Shareholders Without a Meeting

The shareholders may take any action within their powers without a meeting if the action is (i) agreed to by all the shareholders entitled to vote on the action, or (ii) agreed to by the shareholders holding of record or otherwise entitled to vote in the aggregate the minimum number of votes that would be required to authorize the action at a meeting at which all shares entitled to vote on the action were present and voted, provided that the Corporation is not a public company and the Corporation is authorized to take such action based on less than unanimous written consents in its articles of incorporation. To take an action without a meeting, written consents describing the action to be taken must be signed by either all or the requisite number of shareholders. The consents must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The record date for determining shareholders entitled to take action without a meeting shall be as specified in Section 10. A shareholder may withdraw consent only by delivering a written notice of withdrawal to the Secretary prior to the time that all consents are in possession of the Corporation. Action taken by the shareholders without a meeting shall be effective when all consents are in possession of the Corporation, unless the consents specify a later effective date. An action taken by consent has the effect of a meeting vote and may be described as such in any document.

Section 9: Voting of Shares

Except as otherwise provided by applicable law, in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholders' meeting to one vote for every share standing in his name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

Section 10: Record Date

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned for more than one hundred twenty (120) days after the date is fixed for the original meeting.

ARTICLE 2: BOARD OF DIRECTORS

Section 1: Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided in the Articles of Incorporation.

Section 2: Composition

The Board of Directors shall consist of at least one (1) director. The number of members of the Board of Directors may be increased or decreased from time to time by the affirmative vote of a majority of the shareholders or a majority of all of the directors in office. If the shareholders elect a greater or lesser number of directors than is specified in this section, then election of that number shall automatically amend these Bylaws to increase or decrease the number of directors to the number elected. Each director will serve until the next annual meeting or until his successor is elected and qualified unless he resigns or is removed. A decrease in the number of members of the Board of Directors does not shorten the term of an incumbent director and his position is eliminated as of the next annual meeting. Directors must be at least eighteen (18) years old, but need not be shareholders of the Corporation.

Section 3: Election of Directors

The term of each initial director will expire at the first shareholders' meeting at which directors are elected and qualified, unless he resigns or is removed. In the election of directors, each shareholder of record will have one vote for each share owned by the shareholder. Shareholders may not cumulate their votes in the election of directors.

Section 4: Vacancies

Vacancies in the Board of Directors shall be filled by the remaining members of the Board, whether they constitute a quorum or not, and each person so elected shall be a director until a successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders, or at any prior special meeting duly called for that purpose.

Section 5: Meetings

(a)     The annual meeting of the Board of Directors shall be held immediately after the annual shareholders' meeting at the same place as the annual shareholders' meeting or at such other place and at such time as may be determined by the directors. No notice of the annual meeting of the Board of Directors shall be necessary.

(b)     Special meetings may be called at any time and place upon the call of the President, Secretary, or any director. Notice of the time and place of each special meeting shall be given by the Secretary, or the persons calling the meeting, by mail, private carrier, radio, telegraph, telegram, facsimile transmission, personal communication by telephone or otherwise at least two (2) days in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing by any method allowed for giving written notice of the meeting (either before or after such meeting) and will be waived by any director by attendance thereat.

(c)     Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

(d)     At any meeting of the Board of Directors, any business may be transacted, and the Board of Directors may exercise all of its powers.

(e)     Members of the Board of Directors or members of a committee of directors, may participate in their respective meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6: Quorum and Voting

(a)     A majority of the directors in office at the time of any meeting shall constitute a quorum, but a lesser number may adjourn any meeting from time to time until a quorum is obtained, and no further notice thereof need be given.

(b)     At each meeting of the Board of Directors at which a quorum is present, the act of a majority of the directors present at the meeting shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7: Removal

At a special meeting of the shareholders called expressly for that purpose one (1) or more members of the Board of Directors (including the entire Board of Directors) may be removed, with or without cause, by a vote of a majority of the shareholders then entitled to vote on the election of directors.

Section 8: Compensation

By Board of Directors resolution, directors may be paid their expenses, if any, of attendance at each Board of Directors meeting or a fixed sum for attendance at each Board of Directors meeting or a stated salary as a director or any combination of the foregoing. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 9: Presumption of Assent

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless:

(a)     The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting;

(b)     The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c)    The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 10: Action by Directors Without a Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed, either before or after the action taken, by each of the directors or committee members. Action taken by unanimous written consent is effective when the last director or committee member signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board of Directors meeting.

Section 11: Committees

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall have the authority to: authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors; approve or propose to shareholders action that the Washington Business Corporation Act requires to be approved by shareholders; fill vacancies on the Board of Directors or on any of its committees; amend any Articles of Incorporation not requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of merger not requiring shareholder approval; or authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board of Directors.

ARTICLE 3: OFFICERS

Section 1: Election & Term of Office

The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, to serve until the next annual meeting or until their successors are elected and have qualified. Vacancies in any term of office may be filled by the Board of Directors at any meeting. Any two or more offices may be held by the same person.

Section 2: President

Except as otherwise provided by the Board of Directors, the President shall preside at all directors' and shareholders' meetings, shall have general management of the affairs of the Corporation, shall sign all written contracts of the Corporation, shall appoint and discharge all agents and employees, subject always to the approval of the Board of Directors, and subject to the right of the Board of Directors to remove or discharge the same, and shall perform all of such other duties as are incident to the office or as may be required of the President by the Board of Directors.

Section 3: Vice President

The Vice President shall in the absence or incapacity of the President perform the duties of that office and any other duties specified by the Board of Directors.

Section 4: Secretary

The Secretary of the Corporation shall keep the minutes of all directors' and shareholders' meetings. The Secretary shall attend to the giving and serving of all notices of the Corporation, shall have charge of all corporate record books, shall be custodian of the corporate seal, shall attest by signature all written contracts of the Corporation, and shall perform all such other duties as are incident to the office or may be required of the Secretary by the Board of Directors.

Section 5: Treasurer

The Treasurer shall keep regular books of account, and shall submit them, together with all corporate records and papers, to the Board of Directors at any meeting when required. The Treasurer shall, if required by the Board of Directors, give such bond for the faithful performance of the office as the Board of Directors may determine, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

Section 6: Other Officers

In addition to the foregoing officers, the Board of Directors may, from time to time, elect such other officers as they may see fit, with such duties as the Board of Directors may deem proper.

Section 7: Removal

The Board of Directors shall have the right to remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.

Section 8: Salaries

The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE 4: STOCK

Section 1: Issuance, Form and Execution of Certificates

No shares of the Corporation shall be issued unless authorized by the Board of Directors. Such authorization shall include the maximum number of shares to be issued, the consideration to be received for each share, the value of noncash consideration, and a statement that the Board of Directors has determined that such consideration is adequate. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Washington Business Corporation Act and shall state:

(a)     The name of the Corporation and that the Corporation is organized under the laws of this State;

(b)     The name of the person to whom issued; and

(c)     The number and class of shares and the designation of the series, if any, which such certificate represents; provided that if the corporation has elected C status, it shall have only one class of shares.

They shall be signed by one or more officers of the Corporation, and the seal of the Corporation may be affixed thereto. Certificates may be issued for fractional shares. No certificate shall be issued for any share until the consideration established for its issuance has been paid.

Section 2: Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the shareholder of record or by the shareholder's legal representative, who must furnish proper evidence of authority to transfer, or by the shareholder's attorney in fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificates for such shares. The person in whose name shares stand on the books of the Corporation shall be the only one entitled to notice of shareholders' meetings or to vote the shares.

Section 3: Loss or Destruction of Certificates

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of security, satisfactory to the Secretary, against loss to the Corporation. The new certificate may be issued without requiring any bond when in the judgment of the Board of Directors it is proper. Any new certificate must be plainly marked "Duplicate" on its face.

ARTICLE 5: WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Washington Business Corporation Act, a waiver of the notice in writing, signed by the person or persons entitled to such notice, will substitute for the required notice.

ARTICLE 6: CONTRACTS, LOANS, CHECKS & DEPOSITS

Section 1: Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of the Corporation, and such authority may be general or confined to specific instances.

Section 2: Loans

No loans shall be contracted on behalf of the Corporation and no evidences of any indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3: Loans to Officers & Directors

No loans shall be made by the Corporation to its officers or directors, unless first approved by the holders of two-thirds (2/3) of the shares.

Section 4: Checks, Drafts, Et

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board of Directors.

Section 5: Deposits

All funds from the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other

depositories as the Board of Directors may elect.

ARTICLE 7: FISCAL YEAR

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

ARTICLE 8: SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the signature of its President or Vice President.

ARTICLE 9: INDEMNIFICATION OF OFFICERS,DIRECTORS, EMPLOYEES AND AGENTS

Section 1: Definitions     For purposes of this Article:

(a)     "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(b)     "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the Corporation's request if the director's duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.

(c)     "Expenses" include counsel fees.

(d)     "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(e)     "Official capacity" means: (i) When used with respect to a director, the office of director in the Corporation; and (ii) when used with respect to an individual other than a director, the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(f)     "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(g)     "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

Section 2: Mandatory Indemnification

(a)    The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the Corporation against reasonable expenses incurred by the director in connection with the proceeding.

(b)     Except as provided in subsection (e) of this Section 2, the Corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(i)     The individual acted in good faith; and

(ii)     The individual reasonably believed:

(A)     In the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in the Corporation's best interests;

(B)     In all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests; and

(iii)     In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

(c)     A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) of this Section 2.

(d)     The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Section.

(e)     The Corporation shall not indemnify a director under this Section 2:

(i)     In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or

(ii)     In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

(f)     Indemnification under Section 2 of this Article in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 3: Advance for Expenses

(a)    The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(i)     The director furnishes the Corporation a written affirmation of the director's good faith belief that the Director has met the standard of conduct described in Section 2 of this Article; and

(ii)     The director furnishes the Corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.

(b)     The undertaking required by subsection (a)(ii) of this Section 3 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment if the Board determines that the risk the advance will not be repaid is reasonable under the circumstances.

Section 4: Court-Ordered Indemnification

A director of the Corporation who is a party to a proceeding may apply for indemnification or advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary, may order indemnification or advance of expenses if it determines:

(a)     The director is entitled to mandatory indemnification under Section 2 of this Article, in which case the court shall also order the Corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification;

(b)     The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 2 of this Article, but if the director was adjudged so liable, the director's indemnification is limited to reasonable expenses incurred; or

(c)     In the case of an advance of expenses, the director is entitled pursuant to the Articles of Incorporation, Bylaws or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.

Section 5: Determination and Authorization of Indemnification

(a)     The Corporation shall not indemnify a director under this Article unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 2(b) of this Article.

(b)     The determination shall be made:

(i)     By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(ii)     If a quorum cannot be obtained under (i) of this subsection, by majority vote of a committee duly designated by the Board of Directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;

(iii)    By special legal counsel:

(A)    Selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) of this subsection; or

(B)    If a quorum of the Board of Directors cannot be obtained under (i) of this subsection and a committee cannot be designated under (ii) of this subsection, selected by a majority vote of the full Board of Directors, in which selection directors who are parties may participate; or

(iv)    By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c)     Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(iii) of this Section to select counsel.

Section 6: Indemnification of Officers. Employees, and Agents

(a)     An officer of the Corporation who is not a director is entitled to mandatory indemnification under Section 2(a) of this Article, and is entitled to apply for court-ordered indemnification under Section 4 of this Article, in each case to the same extent as a director; and

(b)     The Corporation may indemnify and advance expenses to an officer, employee, or agent of the Corporation who is not a director to the same extent as to a director under this Article.

(c)    The Corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with law, that may be provided by a general or specific action of its Board of Directors, or contract.

Section 7: Insurance

The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability under this Article.

Section 8: Indemnification as a Witness

This Article does not limit a Corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

Section 9: Report to Shareholders

If the Corporation indemnifies or advances expenses to a director pursuant to this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.

Section 10: Shareholder Authorized Indemnification

(a)     If authorized by the Articles of Incorporation, any Bylaw adopted or ratified by the shareholders, or any resolution adopted or ratified, before or after the event, by the shareholders of the Corporation, the Corporation shall have the power to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations

contained in this Article (other than this Section 10); provided that no such indemnity shall indemnify any director from or on account of:

(i)    Acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;

(ii)    Conduct of the director finally adjudged to be an unlawful distribution under RCW 23B.08.310; or

(iii)    Any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

(b)     Unless a resolution adopted or ratified by the shareholders of the Corporation provides otherwise, any determination as to any indemnity or advance of expenses under subsection (a) of this Section 10 shall be made in accordance with Section 5 of this Article.

Section 11: Amendment; Notice

All directors and officers of the Corporation shall be given at least thirty (30) days advance written notice of any action contemplated by the Board of Directors of the Corporation to amend or repeal any of the provisions of this Article, and no amendments or modifications to the provisions of this Article shall be effective unless and until such notice is given. All notices shall be given in writing and shall be deemed effective at the earliest of the following: (i) when received, (ii) five days after its deposit in the United States mail, if mailed with first-class postage, prepaid and correctly addressed; or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation for or with respect to any acts or omissions of such persons occurring prior to such amendment or repeal.

Section 12: Validity of Indemnification

A provision addressing the Corporation's indemnification of or advance for expenses to directors that is contained in these Bylaws, a resolution of its shareholders or Board of Directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with RCW 23B.08.500 through 23B.08.580.

ARTICLE 10: AMENDMENT OF BYLAWS

Section 1: Shareholder Amendment

These Bylaws may be amended by the shareholders of the Corporation at any annual meeting, or at any special meeting properly called for that purpose at which a quorum is present, by the affirmative vote of a majority of the outstanding shareholders actually present and represented in person or by proxy.

Section 2: Board Amendment

These Bylaws may be amended by the Board of Directors at any annual meeting or at any special meeting properly called for that purpose, at which a quorum is present, by the affirmative vote of a majority of the directors present; subject to the power of the shareholders to change or repeal such Bylaws. The Board of Directors shall not make or alter any Bylaws fixing their qualifications, classification, term of office or compensation.

The foregoing Bylaws were read, approved, and duly adopted by the Board of Directors on 6^th February 2003. The President and Secretary were empowered to authenticate these Bylaws by their signatures below.

	/s/ Muhammad Virani
	Muhammad Virani, Secretary
ATTEST:
/s/ Amir Virani
Amir Virani, President

EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION
OFGolden Nut Company (USA) Inc.

The undersigned hereby executes the following Articles of Incorporation for the purpose of forming a corporation under the Washington Business Corporation Act (Revised Code of Washington, Title 23B).

ARTICLE I

Name

The name of the corporation is Golden Nut Company (USA) Inc.

ARTICLE II

Effective Date

This Certificate will be effective upon filing.

ARTICLE III

Authorized Capital Stock

This corporation is authorized to issue, in the aggregate, One Million (1,000,000) shares of no par value common stock.

ARTICLE IV

Actions without Meeting

Any actions to be taken at a shareholders’ meeting may be taken without a meeting or a vote if either:

(a)    the action is taken by all shareholders entitled to vote on the action; or

(b)    the action is taken by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted, and at the time the action is taken the corporation is not a public company.

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ARTICLE V

No Preemptive Rights

Shareholders of this corporation shall have no preemptive rights to acquire any additional shares issued by this corporation.

ARTICLE VI

Director Liability

A director of the corporation shall not be personally liable to the corporation or it shareholders for monetary damages for conduct as a director, except for liability of the director for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director; (ii) conduct which violates RCW 23B.08.310 of the Washington Business Corporation Act, pertaining to unpermitted distributions to shareholders or loans to directors, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Indemnification

The corporation shall indemnify its directors against all liability, damage, or expense resulting from the fact that such person is or was a director, to the maximum extend and under all circumstances permitted by law; except that the corporation shall not indemnify a director against liability, damage, or expense resulting from the director’s gross negligence.

ARTICLE VIII

Amendment

This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by statute. All rights of shareholders of the corporation and all powers of directors of the corporation are granted subject to this reservation.

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ARTICLE IX

Initial Directors

The initial Board of Directors of this corporation consists of four (4) directors. The names and addresses of such directors are as follows:

Name	Address
Amir Virani	xxxx
Nizar Virani	xxxx
Alnasir Virani	xxxx
Muhammed Virani	xxxx

The initial directors shall serve until the next annual meeting of shareholders or until the election and qualification of their successors. The number of directors constituting the Board of Directors of this corporation may be increased or decreased from time to time in the manner specified in the Bylaws of this corporation.

ARTICLE X

No Cumulative Voting

At each election of directors, every shareholder entitled to vote at such election has the right to vote in person or by proxy the number of shares of stock held by such shareholder for as many persons as there are directors to be elected. No cumulative voting for directors will be permitted.

ARTICLE XI

Registered Office and Agent

A.    The street address of this corporation’s initial registered office is:

300 N. Commercial Street
Bellingham, WA 98225

B.    BD Services Corporation is the corporation’s initial registered agent at such office.

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ARTICLE XII

Incorporator

The name and address of the Incorporator is as follows:

Name	Address
Jack H. Grant	300 N. Commercial Street Bellingham, WA 98225

DATED this 4^th day of February, 2003

/s/ Jack H. Grant

Jack H. Grant
Incorporator

CONSENT TO APPOINTMENT AS REGISTERED AGENT

BD Services Corporation does hereby consent to serve as registered agent, in the State of Washington, for the following corporation: Nuts Distributor of America Inc. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation, to forward all mail and license renewals to the appropriate officers of the corporation; and to immediately notify the Office of the Secretary of State of my resignation or of any changes in the address of the registered office of the corporation for which I am agent.

Dated: February 4, 2003	BD Services Corporation
	/s/ Debbie Nelson
	Debbie Nelson, Treasurer
	300 N. Commercial Street Bellingham, WA 98225

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EX-3.42

Exhibit 3.42

AMENDMENT TO THE BYLAWS OFGOLDEN NUT COMPANY (USA) INC.

Article 3 of the Bylaws of Golden Nut Company (USA) Inc. is hereby amended and restated in its entirety to read as follows:

ARTICLE 3: OFFICERS

Section 1: Election & Term of Office

The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, to serve until the next annual meeting or until their successors are elected and have qualified. Vacancies in any term of office may be filled by the Board of Directors at any meeting. Any two or more offices may be held by the same person.

Section 2: Chief Executive Officer

The Chief Executive Officer shall, subject to the direction and control of the Board of Directors, have general control and management of the business, affairs and policies of the Corporation and over its officers and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a President, the Chief Executive Officer shall also be the President. In the absence of a Chairman of the Board, the Chief Executive Officer shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate.

Section 3: President

The President shall be subject to the direction and control of the Chief Executive Officer (if any) and the Board of Directors and shall have general active management of the business, affairs and policies of the Corporation. The President shall have the power to sign all certificates, contracts and other instruments on behalf of the Corporation. If the Board of Directors has not elected a Chief Executive Officer, the President shall also be the Chief Executive Officer. If the Board of Directors has elected a Chief Executive Officer and that officer is absent, disqualified from acting, unable to act or refuses to act, then the President shall have the powers of, and shall perform the duties of the Chief Executive Officer.

Section 4: Vice President

The Vice President shall in the absence or incapacity of the President perform the duties of that office and any other duties specified by the Board of Directors.

Section 5: Secretary

The Secretary of the Corporation shall keep the minutes of all directors' and shareholders' meetings. The Secretary shall attend to the giving and serving all notices of the Corporation, shall have charge of all corporate record books, shall be custodian of the corporate seal, shall attest by signature all written contracts of the Corporation, and shall perform all such other duties as are incident to the office or may be required of the Secretary by the Board of Directors.

Section 6: Treasurer

The Treasurer shall keep regular books of account, and shall submit them, together with all corporate records and papers, to the Board of Directors at any meeting when required. The Treasurer shall, if required by the Board of Directors, give such bond for the faithful performance of the office as the Board of Directors may determine, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

Section 7: Other Officers

In addition to the foregoing officers, the Board of Directors may, from time to time, elect such other officers as they may see fit, with such duties as the Board of Directors may deem proper.

Section 8: Removal

The Board of Directors shall have the right to remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.

Section 9: Salaries

The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

BYLAWS

OF

GOLDEN NUT COMPANY (USA) INC.

ARTICLE 1: SHAREHOLDERS

Section 1: Annual Meeting

The annual meeting of the shareholders shall be held at the registered office of the Corporation, or at such other place as may be designated in the notice of meeting, in February of each year, unless this day is a legal holiday, in which event the meeting shall be held at the same place on the next succeeding business day. In the event that the annual meeting is omitted by oversight or otherwise on the established date, the Directors shall cause an alternative annual meeting of shareholders to be held as soon after the scheduled meeting as practicable and any business transacted or elections held at that meeting shall be as valid as if transacted or held at the scheduled annual meeting.

Section 2: Special Meetings

The Corporation shall hold a special meeting of the shareholders on call of the Board, the Chairman, or the President; or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting, sign, date, and deliver to the Secretary one or more written demands for a special meeting which describe the purposes for the meeting. Only issues identified in the notice of a special meeting may be conducted at that meeting. The Secretary shall issue notice of any special meeting as provided in Section 3.

Section 3: Notice of Meeting

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Corporation to each shareholder of record entitled to vote on any issue proposed or considered at the meeting (unless required by law to send notice to all shareholders, regardless of whether or not all shareholders are entitled to vote). Such notice shall be given not less than ten (10) days (unless the meeting is to consider amendment of the Articles of Incorporation, a merger or share exchange, a sale or substantially all of the Corporation's assets other than in the ordinary course of business or dissolution of the Corporation, in which case notice shall be given not less than twenty (20) days) nor more than sixty (60) days prior to the date of the meeting, and shall be mailed to the shareholders' addresses as they appear on the current record of shareholders of the Corporation.

Section 4: Waiver of Notice

Notice of the time, place, and purpose of any meeting may be waived in writing (either before or after such meeting) and will be waived by any shareholder by his attendance there at in person or by proxy, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or by the shareholder's failure to object at the time of presentation of a matter not within the purpose(s) described in the notice of the meeting. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 5: Quorum and Adjourned Meetings

A majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders with respect to such matter. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such reconvened meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If a meeting is adjourned to a different date, time or place, notice need not be given as to such new date, time or place if a new date, time or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed in accordance with the corporate laws of the State of Washington, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. The shareholders present at a duly organized meeting may continue to transact business at such meeting and at any adjournment of such meeting (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough shareholders from either meeting to leave less than a quorum.

Section 6: Proxies

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder's attorney in fact and filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority, unless the Secretary is given notice of the death or incapacity before the proxy exercises the proxy's authority under the appointment. The Corporation is entitled to accept a proxy's vote or other action as that of the shareholder, subject to any express limitation on the proxy's authority appearing on the face of the appointment form.

Section 7: Remote Participation by Shareholders in a Meeting

Shareholders may participate in meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8: Action by Shareholders Without a Meeting

The shareholders may take any action within their powers without a meeting if the action is (i) agreed to by all the shareholders entitled to vote on the action, or (ii) agreed to by the shareholders holding of record or otherwise entitled to vote in the aggregate the minimum number of votes that would be required to authorize the action at a meeting at which all shares entitled to vote on the action were present and voted, provided that the Corporation is not a public company and the Corporation is authorized to take such action based on less than unanimous written consents in its articles of incorporation. To take an action without a meeting, written consents describing the action to be taken must be signed by either all or the requisite number of shareholders. The consents must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The record date for determining shareholders entitled to take action without a meeting shall be as specified in Section 10. A shareholder may withdraw consent only by delivering a written notice of withdrawal to the Secretary prior to the time that all consents are in possession of the Corporation. Action taken by the shareholders without a meeting shall be effective when all consents are in possession of the Corporation, unless the consents specify a later effective date. An action taken by consent has the effect of a meeting vote and may be described as such in any document.

Section 9: Voting of Shares

Except as otherwise provided by applicable law, in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholders' meeting to one vote for every share standing in his name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

Section 10: Record Date

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned for more than one hundred twenty (120) days after the date is fixed for the original meeting.

ARTICLE 2: BOARD OF DIRECTORS

Section 1: Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided in the Articles of Incorporation.

Section 2: Composition

The Board of Directors shall consist of at least one (1) director. The number of members of the Board of Directors may be increased or decreased from time to time by the affirmative vote of a majority of the shareholders or a majority of all of the directors in office. If the shareholders elect a greater or lesser number of directors than is specified in this section, then election of that number shall automatically amend these Bylaws to increase or decrease the number of directors to the number elected. Each director will serve until the next annual meeting or until his successor is elected and qualified unless he resigns or is removed. A decrease in the number of members of the Board of Directors does not shorten the term of an incumbent director and his position is eliminated as of the next annual meeting. Directors must be at least eighteen (18) years old, but need not be shareholders of the Corporation.

Section 3: Election of Directors

The term of each initial director will expire at the first shareholders' meeting at which directors are elected and qualified, unless he resigns or is removed. In the election of directors, each shareholder of record will have one vote for each share owned by the shareholder. Shareholders may not cumulate their votes in the election of directors.

Section 4: Vacancies

Vacancies in the Board of Directors shall be filled by the remaining members of the Board, whether they constitute a quorum or not, and each person so elected shall be a director until a successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders, or at any prior special meeting duly called for that purpose.

Section 5: Meetings

(a)     The annual meeting of the Board of Directors shall be held immediately after the annual shareholders' meeting at the same place as the annual shareholders' meeting or at such other place and at such time as may be determined by the directors. No notice of the annual meeting of the Board of Directors shall be necessary.

(b)     Special meetings may be called at any time and place upon the call of the President, Secretary, or any director. Notice of the time and place of each special meeting shall be given by the Secretary, or the persons calling the meeting, by mail, private carrier, radio, telegraph, telegram, facsimile transmission, personal communication by telephone or otherwise at least two (2) days in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing by any method allowed for giving written notice of the meeting (either before or after such meeting) and will be waived by any director by attendance thereat.

(c)     Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

(d)     At any meeting of the Board of Directors, any business may be transacted, and the Board of Directors may exercise all of its powers.

(e)     Members of the Board of Directors or members of a committee of directors, may participate in their respective meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6: Quorum and Voting

(a)     A majority of the directors in office at the time of any meeting shall constitute a quorum, but a lesser number may adjourn any meeting from time to time until a quorum is obtained, and no further notice thereof need be given.

(b)     At each meeting of the Board of Directors at which a quorum is present, the act of a majority of the directors present at the meeting shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7: Removal

At a special meeting of the shareholders called expressly for that purpose one (1) or more members of the Board of Directors (including the entire Board of Directors) may be removed, with or without cause, by a vote of a majority of the shareholders then entitled to vote on the election of directors.

Section 8: Compensation

By Board of Directors resolution, directors may be paid their expenses, if any, of attendance at each Board of Directors meeting or a fixed sum for attendance at each Board of Directors meeting or a stated salary as a director or any combination of the foregoing. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 9: Presumption of Assent

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless:

(a)     The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting;

(b)     The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c)    The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 10: Action by Directors Without a Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed, either before or after the action taken, by each of the directors or committee members. Action taken by unanimous written consent is effective when the last director or committee member signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board of Directors meeting.

Section 11: Committees

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall have the authority to: authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors; approve or propose to shareholders action that the Washington Business Corporation Act requires to be approved by shareholders; fill vacancies on the Board of Directors or on any of its committees; amend any Articles of Incorporation not requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of merger not requiring shareholder approval; or authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board of Directors.

ARTICLE 3: OFFICERS

Section 1: Election & Term of Office

The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors. The officers may include a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, to serve until the next annual meeting or until their successors are elected and have qualified. Vacancies in any term of office may be filled by the Board of Directors at any meeting. Any two or more offices may be held by the same person.

Section 2: President

Except as otherwise provided by the Board of Directors, the President shall preside at all directors' and shareholders' meetings, shall have general management of the affairs of the Corporation, shall sign all written contracts of the Corporation, shall appoint and discharge all agents and employees, subject always to the approval of the Board of Directors, and subject to the right of the Board of Directors to remove or discharge the same, and shall perform all of such other duties as are incident to the office or as may be required of the President by the Board of Directors.

Section 3: Vice President

The Vice President shall in the absence or incapacity of the President perform the duties of that office and any other duties specified by the Board of Directors.

Section 4: Secretary

The Secretary of the Corporation shall keep the minutes of all directors' and shareholders' meetings. The Secretary shall attend to the giving and serving of all notices of the Corporation, shall have charge of all corporate record books, shall be custodian of the corporate seal, shall attest by signature all written contracts of the Corporation, and shall perform all such other duties as are incident to the office or may be required of the Secretary by the Board of Directors.

Section 5: Treasurer

The Treasurer shall keep regular books of account, and shall submit them, together with all corporate records and papers, to the Board of Directors at any meeting when required. The Treasurer shall, if required by the Board of Directors, give such bond for the faithful performance of the office as the Board of Directors may determine, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

Section 6: Other Officers

In addition to the foregoing officers, the Board of Directors may, from time to time, elect such other officers as they may see fit, with such duties as the Board of Directors may deem proper.

Section 7: Removal

The Board of Directors shall have the right to remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.

Section 8: Salaries

The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE 4: STOCK

Section 1: Issuance, Form and Execution of Certificates

No shares of the Corporation shall be issued unless authorized by the Board of Directors. Such authorization shall include the maximum number of shares to be issued, the consideration to be received for each share, the value of noncash consideration, and a statement that the Board of Directors has determined that such consideration is adequate. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Washington Business Corporation Act and shall state:

(a)     The name of the Corporation and that the Corporation is organized under the laws of this State;

(b)     The name of the person to whom issued; and

(c)     The number and class of shares and the designation of the series, if any, which such certificate represents; provided that if the corporation has elected C status, it shall have only one class of shares.

They shall be signed by one or more officers of the Corporation, and the seal of the Corporation may be affixed thereto. Certificates may be issued for fractional shares. No certificate shall be issued for any share until the consideration established for its issuance has been paid.

Section 2: Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the shareholder of record or by the shareholder's legal representative, who must furnish proper evidence of authority to transfer, or by the shareholder's attorney in fact authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificates for such shares. The person in whose name shares stand on the books of the Corporation shall be the only one entitled to notice of shareholders' meetings or to vote the shares.

Section 3: Loss or Destruction of Certificates

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of security, satisfactory to the Secretary, against loss to the Corporation. The new certificate may be issued without requiring any bond when in the judgment of the Board of Directors it is proper. Any new certificate must be plainly marked "Duplicate" on its face.

ARTICLE 5: WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Washington Business Corporation Act, a waiver of the notice in writing, signed by the person or persons entitled to such notice, will substitute for the required notice.

ARTICLE 6: CONTRACTS, LOANS, CHECKS & DEPOSITS

Section 1: Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of the Corporation, and such authority may be general or confined to specific instances.

Section 2: Loans

No loans shall be contracted on behalf of the Corporation and no evidences of any indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3: Loans to Officers & Directors

No loans shall be made by the Corporation to its officers or directors, unless first approved by the holders of two-thirds (2/3) of the shares.

Section 4: Checks, Drafts, Et

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board of Directors.

Section 5: Deposits

All funds from the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other

depositories as the Board of Directors may elect.

ARTICLE 7: FISCAL YEAR

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

ARTICLE 8: SEAL

The seal of the Corporation, if any, shall consist of the name of the Corporation and the signature of its President or Vice President.

ARTICLE 9: INDEMNIFICATION OF OFFICERS,DIRECTORS, EMPLOYEES AND AGENTS

Section 1: Definitions     For purposes of this Article:

(a)     "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(b)     "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the Corporation's request if the director's duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.

(c)     "Expenses" include counsel fees.

(d)     "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(e)     "Official capacity" means: (i) When used with respect to a director, the office of director in the Corporation; and (ii) when used with respect to an individual other than a director, the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(f)     "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(g)     "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

Section 2: Mandatory Indemnification

(a)    The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the Corporation against reasonable expenses incurred by the director in connection with the proceeding.

(b)     Except as provided in subsection (e) of this Section 2, the Corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(i)     The individual acted in good faith; and

(ii)     The individual reasonably believed:

(A)     In the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in the Corporation's best interests;

(B)     In all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests; and

(iii)     In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

(c)     A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) of this Section 2.

(d)     The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Section.

(e)     The Corporation shall not indemnify a director under this Section 2:

(i)     In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or

(ii)     In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

(f)     Indemnification under Section 2 of this Article in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 3: Advance for Expenses

(a)    The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(i)     The director furnishes the Corporation a written affirmation of the director's good faith belief that the Director has met the standard of conduct described in Section 2 of this Article; and

(ii)     The director furnishes the Corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.

(b)     The undertaking required by subsection (a)(ii) of this Section 3 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment if the Board determines that the risk the advance will not be repaid is reasonable under the circumstances.

Section 4: Court-Ordered Indemnification

A director of the Corporation who is a party to a proceeding may apply for indemnification or advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary, may order indemnification or advance of expenses if it determines:

(a)     The director is entitled to mandatory indemnification under Section 2 of this Article, in which case the court shall also order the Corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification;

(b)     The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 2 of this Article, but if the director was adjudged so liable, the director's indemnification is limited to reasonable expenses incurred; or

(c)     In the case of an advance of expenses, the director is entitled pursuant to the Articles of Incorporation, Bylaws or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.

Section 5: Determination and Authorization of Indemnification

(a)     The Corporation shall not indemnify a director under this Article unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 2(b) of this Article.

(b)     The determination shall be made:

(i)     By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(ii)     If a quorum cannot be obtained under (i) of this subsection, by majority vote of a committee duly designated by the Board of Directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;

(iii)    By special legal counsel:

(A)    Selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) of this subsection; or

(B)    If a quorum of the Board of Directors cannot be obtained under (i) of this subsection and a committee cannot be designated under (ii) of this subsection, selected by a majority vote of the full Board of Directors, in which selection directors who are parties may participate; or

(iv)    By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c)     Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(iii) of this Section to select counsel.

Section 6: Indemnification of Officers. Employees, and Agents

(a)     An officer of the Corporation who is not a director is entitled to mandatory indemnification under Section 2(a) of this Article, and is entitled to apply for court-ordered indemnification under Section 4 of this Article, in each case to the same extent as a director; and

(b)     The Corporation may indemnify and advance expenses to an officer, employee, or agent of the Corporation who is not a director to the same extent as to a director under this Article.

(c)    The Corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with law, that may be provided by a general or specific action of its Board of Directors, or contract.

Section 7: Insurance

The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability under this Article.

Section 8: Indemnification as a Witness

This Article does not limit a Corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

Section 9: Report to Shareholders

If the Corporation indemnifies or advances expenses to a director pursuant to this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.

Section 10: Shareholder Authorized Indemnification

(a)     If authorized by the Articles of Incorporation, any Bylaw adopted or ratified by the shareholders, or any resolution adopted or ratified, before or after the event, by the shareholders of the Corporation, the Corporation shall have the power to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations

contained in this Article (other than this Section 10); provided that no such indemnity shall indemnify any director from or on account of:

(i)    Acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;

(ii)    Conduct of the director finally adjudged to be an unlawful distribution under RCW 23B.08.310; or

(iii)    Any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

(b)     Unless a resolution adopted or ratified by the shareholders of the Corporation provides otherwise, any determination as to any indemnity or advance of expenses under subsection (a) of this Section 10 shall be made in accordance with Section 5 of this Article.

Section 11: Amendment; Notice

All directors and officers of the Corporation shall be given at least thirty (30) days advance written notice of any action contemplated by the Board of Directors of the Corporation to amend or repeal any of the provisions of this Article, and no amendments or modifications to the provisions of this Article shall be effective unless and until such notice is given. All notices shall be given in writing and shall be deemed effective at the earliest of the following: (i) when received, (ii) five days after its deposit in the United States mail, if mailed with first-class postage, prepaid and correctly addressed; or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation for or with respect to any acts or omissions of such persons occurring prior to such amendment or repeal.

Section 12: Validity of Indemnification

A provision addressing the Corporation's indemnification of or advance for expenses to directors that is contained in these Bylaws, a resolution of its shareholders or Board of Directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with RCW 23B.08.500 through 23B.08.580.

ARTICLE 10: AMENDMENT OF BYLAWS

Section 1: Shareholder Amendment

These Bylaws may be amended by the shareholders of the Corporation at any annual meeting, or at any special meeting properly called for that purpose at which a quorum is present, by the affirmative vote of a majority of the outstanding shareholders actually present and represented in person or by proxy.

Section 2: Board Amendment

These Bylaws may be amended by the Board of Directors at any annual meeting or at any special meeting properly called for that purpose, at which a quorum is present, by the affirmative vote of a majority of the directors present; subject to the power of the shareholders to change or repeal such Bylaws. The Board of Directors shall not make or alter any Bylaws fixing their qualifications, classification, term of office or compensation.

The foregoing Bylaws were read, approved, and duly adopted by the Board of Directors on 6^th February 2003. The President and Secretary were empowered to authenticate these Bylaws by their signatures below.

	/s/ Muhammad Virani
	Muhammad Virani, Secretary
ATTEST:
/s/ Amir Virani
Amir Virani, President

EX-3.43

Exhibit 3.43

CERTIFICATE OF INCORPORATIONOF
GOLDEN BOY NUT CORPORATION

A DELAWARE CORPORATION

FIRST.    The name of the corporation is Golden Boy Nut Corporation (hereinafter, the “Corporation”).

SECOND.    The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent is The Corporation Trust Company.

THIRD.    The purpose or purposes of the Corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware (the “General Corporation Law”).

FOURTH.    The total number of shares of capital stock which the Corporation shall have authority to issue is 100 shares of common stock, par value $0.01 per share.

FIFTH.    The name and mailing address of the sole incorporator is as follows:

Name Mailing Address

Sarah E. Lampe Winston & Strawn LLP
35 West Wacker Drive
Chicago, IL 60601

SIXTH.    To the fullest extent permitted by the General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this clause SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

SEVENTH.    The Corporation may, to the fullest extent permitted by the General Corporation Law, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation on this 30^th day of June, 2011.

/s/ Sarah E. Lampe

Sarah E. Lampe

Sole Incorporator

EX-3.44

Exhibit 3.44

BY-LAWS

OF

GOLDEN BOY NUT CORPORATION

A DELAWARE CORPORATION

ARTICLE I

Offices

Section 1.1    Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Section 1.2    Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Stockholders

Section 2.1    Annual Meetings. An annual meeting of stockholders shall be held each year for the election of directors at such date, time and place either within or without the State of Delaware as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting of stockholders.

Section 2.2    Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman, if any, the Vice Chairman, if any, or the Chief Executive Officer and shall be called by the Chairman or the Secretary at the request of stockholders who hold a majority of the outstanding shares of each class of capital stock entitled to vote at the meeting. A request by stockholders for a special meeting shall be made in writing and state the purpose or purposes of the meeting. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as shall be designated by the person or persons calling such meeting at least ten (I 0) days prior to such meeting.

Section 2.3    Notice of Meeting. Unless otherwise provided by law, whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not Jess than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

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Section 2.4    Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.5    Quorum. Unless otherwise provided by law or the certificate of incorporation, at each meeting of stockholders, the presence in person or representation by proxy of the holders of a majority of the outstanding shares entitled to vote at the meeting shall constitute a quorum for the transaction of business; provided, that where a separate vote by a class or classes of shares is required by law, the certificate of incorporation or these by-laws, a majority of the outstanding shares of each such class, present in person or by proxy, shall constitute a quorum entitled to take action with respect to such vote. For purposes of the foregoing, two (2) or more classes or series of capital stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present and represented may, by vote of the holders of a majority of the shares of capital stock of the Corporation so present and represented, adjourn the meeting from time to time until a quorum shall attend, and the provisions of Section 2.4 of these by-laws shall apply to each such adjournment. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2.6    Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or in his or her absence by the Vice Chairman, if any, or in his or her absence by the President, or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

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Section 2.7    Voting; Proxies. Unless otherwise provided by the certificate of incorporation, or these by-laws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock held by him which has voting power on the subject matter submitted to a vote at the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary before the proxy is voted. Unless otherwise required by law, voting of stockholders for the election of directors need not be by written ballot. Voting of stockholders for all other matters need not be by written ballot unless so determined at a stockholders meeting by the vote of the holders of a majority of the outstanding shares of each class of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter submitted to a vote at the meeting. Unless otherwise provided by law or the certificate of incorporation, the vote of the holders of a majority of the shares of capital stock of the Corporation present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter submitted to a vote at the meeting shall be the act of the stockholders.

Section 2.8    Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date upon which the resolution fixing the record date with respect to the taking of corporate action by written consent without a meeting is adopted by the Board of Directors or more than sixty (60) days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; (c) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when prior action by the Board of Directors is required, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (d) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts . the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.9    List of Stockholders Entitled to Vote. The Secretary shall make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (I0) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

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Section 2.10    Consent of Stockholders in Lieu of Meeting. Unless otherwise provided by the certificate of incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Board of Directors

Section 3.1    Powers; Number; Qualifications. Unless otherwise provided by law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Unless otherwise provided by the certificate of incorporation, the Board of Directors shall initially consist of at least four (4) but not more than eight (8) directors and thereafter shall consist of such number of directors as the Board of Directors shall from time to time designate. Unless otherwise provided by the certificate of incorporation, directors need not be stockholders.

Section 3.2    Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation directed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of a majority of shares of capital stock then entitled to vote at an election of directors. Whenever the holders of shares of any class or series of capital stock are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of the preceding sentence shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series of capital stock and not to the vote of the holders of the outstanding shares of capital stock as a whole. Unless otherwise provided by the certificate of incorporation or by these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or any other cause may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by the vote of the sole remaining director. Whenever the holders of shares of any class or classes of capital stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series thereof may be filled by the vote of a majority of the directors elected by such class or classes or series thereof then in office, or by the vote of the sole remaining director so elected. This Section 3.2 is subject to any shareholders agreement of the Corporation in place from time to time.

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Section 3.3    Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates, times and places either within or without the State of Delaware as the Board of Directors shall from time to time determine.

Section 3.4    Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the Vice Chairman, if any, or by any member of the Board of Directors. Each special meeting shall be held at such date, time and place, either within or without the State of Delaware, as shall be fixed by the person or persons calling the meeting.

Section 3.5    Notice of Meetings. Written notice of each meeting of the Board of Directors shall be given which shall state the date, time and place of the meeting. The written notice of any meeting shall be given at least twenty-four (24) hours in advance of the meeting to each director. Notice may be given by electronic transmission, letter, telegram, telex or facsimile and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex or facsimile, as the case may be.

Section 3.6    Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or of such committee, by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 3.7    Quorum; Vote Required for Action. Unless otherwise required by law, at each meeting of the Board of Directors, the presence of a majority of the directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the certificate of incorporation. In case at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall attend.

Section 3.8    Organization. Meetings of the Board of Directors shall be presided over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in his absence by the Chief Executive Officer, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 3.9    Action in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if the members of the Board of Directors or of such committee thereof, as the case may be, unanimously consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of such committee thereof.

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ARTICLE IV

Committees

Section 4.1    Committees. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting thereof. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 4.2    Power of Committees. Any committee designated by the Board of Directors, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to take any action which by law may only be taken by the Board of Directors or to take any action with reference to: (a) amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), (b) adopting an agreement of merger or consolidation, (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, (d) recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, (e) removing or indemnifying directors or (f) amending these by-laws; and, unless a resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware.

Section 4.3    Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a resolution by the Board of Directors or a provision in the rules of such committee to the contrary, the presence of a majority of the total number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee.

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ARTICLE V

Officers

Section 5.1    Officers; Elections. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect from its membership or outside thereof a President and a Secretary. The Board of Directors may also elect from its membership a Chairman of the Board of Directors (herein called “Chairman”) and a Vice Chairman of the Board of Directors (herein called “Vice Chairman”), and from its membership or outside thereof a Chief Executive Officer and such other officers or agents as it may determine. Unless otherwise provided by the certificate of incorporation, any number of offices may be held by the same person.

Section 5.2    Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided by the Board of Directors when electing any officer, each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation directed to the Board of Directors. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any officer or agent with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the Corporation, but the election of an officer or agent shall not of itself create any contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

Section 5.3    Powers and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 5.4    Chairman of the Board. The Chairman of the Board, if any, shall supervise and direct the Chief Executive Officer and the President, subject to the control of the Board of Directors. He shall preside at all meetings of the stockholders and of the Board of Directors. In the event that the Chairman of the Board is not present at any meeting of the stockholders or of the Board of Directors, the Board of Directors shall select another director or officer to preside at such meeting of the stockholders or of the Board of Directors, as applicable. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time.

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Section 5.5    Chief Executive Officer. The Chief Executive Officer, if any, shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise the business and affairs of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.6    President. The President shall be the principal operating officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise the business operations of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.7    Vice President. In the absence of the Chief Executive Officer and the President or in the event of the failure or refusal to act of the Chief Executive Officer and the President, the Vice President, if any, (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer and the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer and the President. The Vice President or Vice Presidents, in general, shall perform such other duties as are incident to the office of Vice President, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors, the Chief Executive Officer or the President. The Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents or Senior Vice Presidents.

Section 5.8    Secretarv and Assistant Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the stockholders and of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of any seal of the Corporation and if there is a seal of the Corporation, see that it is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the Corporation; (e) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (f) sign with the Chief Executive Officer, the President, a Vice-President or the Chairman of the Board, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President. The Assistant Secretary shall, in the absence of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may, from time to time, prescribe.

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Section 5.9    Treasurer and Assistant Treasurer. The Treasurer, if any, shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors; (c) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors; and (d) sign with the Chief Executive Officer, the President, a Vice-President or the Chairman of the Board certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. Any Assistant Treasurer shall, in absence of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may, from time to time, prescribe.

Section 5.10    Other Officers; Security.· The other officers, if any, of the Corporation shall have such duties and powers as generally pertain to their respective offices and such other duties and powers as the Board of Directors shall from time to time delegate to each such officer. The Board of Directors may require any officer, agent or employee to give security, by bond or otherwise, for the faithful performance of his duties.

Section 5.11    Compensation of Officers. The compensation of each officer shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his also being a director.

ARTICLE VI

Stock

Section 6.1    Certificates. Every holder of one or more shares of capital stock of the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the Chief Executive Officer, or the President or a Vice President, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 6.2    Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

Indemnification of Directors and Officers

Section 7.1    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be an1ended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all reasonable expenses, liabilities and losses (including, without limitation, reasonable attorneys’ fees, judgments, fines and amounts paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided,however, that, except as provided in Section 7.2 below with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this ARTICLE VII shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this ARTICLE VII or otherwise.

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Section 7.2     Right of Indemnitee to Bring Suit. If a claim under Section 7.1 above is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be thirty (30) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid an1ount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemuitee has not met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VII or otherwise shall be on the Corporation.

Section 7.3    Non-Exclusivity of Rights under this ARTICLE VII. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 7.4    Insurance. The Corporation may purchase and maintain insurance on its own behalf or on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

- 11 -

Section 7.5    Indemnification of Employees and Agents. The Corporation may, to the extent authorized at any time from time to time by the Board of Directors, grant rights to indemnification and the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this ARTICLE VII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VIII

Miscellaneous

Section 8.1    Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.2    Seal. The Corporation may have, but it is not required to have, a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 8.3    Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law, the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the certificate of incorporation, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

Section 8.4    Interested Directors; Officers; Quorum. No contract or transaction between the Corporation and one (1) or more of its directors or officers, between the Corporation and any other corporation, partnership, association or other organization in which one (I) or more of its directors or officers are directors or officers, or have a financial interest, or between the Corporation and any relative of any of its directors or officers, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors may be less than a quorum; (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a certificate of incorporation of the Corporation.

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Section 8.5    Books and Records. The books and records of the Corporation may be kept within or without the State of Delaware at such place or places as may be designated from time to time by the Board of Directors. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, electronic files, punch cards, magnetic tape, photographs, microphotographs or any other information storage device provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 8.6    Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the affirmative vote of a majority of the Board of Directors, and the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-laws whether or not adopted by them by the affirmative vote of shares constituting a majority of the voting power of the Corporation.

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EX-3.45

Exhibit 3.45

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

OF

GOLDEN ACQUISITION SUB, LLC

FIRST: The name of the limited liability company is Golden Acquisition Sub, LLC.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington. Zip code 19801. The name of its Registered Agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 23rd day of January, 2014.

/s/ Alfred J. Ludwig

Alfred J. Ludwig, Authorized Person

EX-3.46

Exhibit 3.46

LIMITED LIABILITY COMPANY AGREEMENT

OF

GOLDEN ACQUISITION SUB, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Limited Liability Company Agreement”) is made and entered into as of the 23rd day of January, 2014, by Post Holdings, Inc., a Missouri corporation, the sole member (the “Member”).

1.     Golden Acquisition Sub, LLC (the “Company”) was formed on January 23, 2014, as a limited liability company under the Delaware Limited Liability Company Act and, as required thereunder, does hereby adopt this Limited Liability Company Agreement as the Limited Liability Company Agreement of the Company.

2.     The vote, action, decision or consent of the sole Member shall constitute a valid decision of the Member and the Company.

3.     The decisions and actions of the Member shall be carried out by the sole Member and/or individuals (the “Individuals”) granted authority to act on behalf of the sole Member, pursuant to resolutions, from time to time, adopted by the Member.

4.     The duration of the Company shall be perpetual.

5.     The Member’s capital contribution to the capital of the Company for the Member’s interest in the Company shall be reflected on the books and records of the Company.

6.     (a)     The Member and the Individuals and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise

by reason of such Indemnitee’s status as any of the foregoing, which relates to or arises out of

the Company, its assets, business or affairs, if in each of the foregoing cases (i) the Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful, and (ii) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or

its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner

contrary to that specified in (i) or (ii) above. Any indemnification pursuant to this Section 6 shall be made only out of the assets of the Company and the Member shall not have any personal liability on account thereof.

(b)     Expenses (including reasonable legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in the foregoing paragraph may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Member, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.

(c)     The indemnification and advancement of expenses set forth in this Section 6 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Company’s articles of organization, this Limited Liability Company Agreement, any other agreement, a vote of the Member, a policy of insurance or otherwise, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Member. The indemnification and advancement of expenses set forth in this Section 6 shall continue as to a person or entity who has ceased to hold the position giving rise to such indemnification and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a person or entity.

(d)     The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the Company would have the power to indemnify such Indemnitee against such liability under this Section 6.

(e)     In the event that an amendment to this Limited Liability Company Agreement reduces or eliminates any Indemnitee’s right to indemnification pursuant to this Section 6, such amendment shall not be effective with respect to any Indemnitee’s right to indemnification that accrued prior to the date of such amendment. For purposes of this Section 6, a right to indemnification shall accrue as of the date of the event underlying the claim that gives rise to such right to indemnification. All calculations of claims and the amount of indemnification to which any Indemnitee is entitled under this Section 6 shall be made (i) giving effect to the tax consequences of any such claim and (ii) after deduction of all proceeds of insurance net of retroactive premiums and self-insurance retention recoverable by the Indemnitee with respect to such claims.

7.     Pursuant to existing law, the Company will be disregarded for federal and state income tax purposes. The admission of one or more additional Members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.

8.     Upon an “event of withdrawal” (as defined in the Act) of the Member or upon the occurrence of any other event which terminates the continued membership of the Member in the Company, the Company shall not be dissolved, and the business of the Company shall continue. The Member hereby specifically consents to such continuation of the business of the Company upon any event of withdrawal of the Member. The Member’s legal representative, assignee or successor shall automatically become an assignee of the Member’s interest and shall automatically become a substitute Member in place of the withdrawn Member.

9.     This Limited Liability Company Agreement replaces any prior limited liability company agreement of the Company.

[signature appears on following page]

IN WITNESS WHEREOF, the Member has caused this Limited Liability Company Agreement to be duly executed as of the date first written above.

POST HOLDINGS, INC., SOLE MEMBER
By:	/s/ Diedre J. Gray
	Diedre J. Gray SVP, General Counsel and Secretary

[Signature Page to Golden Acquisition Sub Operating Agreement]

EX-3.47

Exhibit 3.47

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

First: The name of the limited liability company is Golden Boy Portales, LLC.

Second: The address of the registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. Zip code 19801.

The name of its Registered agent at such address is The Corporation Trust Company.

In Witness Whereof, the undersigned have executed this Certificate of Formation this 31^st day of March, 2014.

By:	/s/ Diedre J. Gray
	Authorized Person(s)
Name:	Diedre J. Gray
	Typed or Printed

EX-3.48

Exhibit 3.48

LIMITED LIABILITY COMPANY AGREEMENT OFGOLDEN BOY PORTALES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Limited Liability Company Agreement”) is made and entered into as of the 31st day of March, 2014, by Nuts Distributor of America Inc., a Washington corporation, the sole member (the “Member”).

1.Golden Boy Portales, LLC, formerly known as Golden Boy Portales, Inc. (the “Company”) was formed on March 24, 2014, as a Delaware corporation and was converted to limited liability company under the Delaware Limited Liability Company Act on March 31, 2014, and as required thereunder, does hereby adopt this Limited Liability Company Agreement as the Limited Liability Company Agreement of the Company.

2.The vote, action, decision or consent of the sole Member shall constitute a valid decision of the Member and the Company.

3.The decisions and actions of the Member shall be carried out by the sole Member and/or individuals (the “Individuals”) granted authority to act on behalf of the sole Member, pursuant to resolutions, from time to time, adopted by the Member.

4.The duration of the Company shall be perpetual.

5.The Member’s capital contribution to the capital of the Company for the Member’s interest in the Company shall be reflected on the books and records of the Company.

6.(a)    The Member and the Individuals and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Indemnitee’s status as any of the foregoing, which relates to or arises out of the Company, its assets, business or affairs, if in each of the foregoing cases (i) the Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful, and (ii) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in (i) or (ii) above. Any indemnification pursuant to this Section 6 shall be made only out of the assets of the Company and the Member shall not have any personal liability on account thereof.

(b)    Expenses (including reasonable legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in the foregoing paragraph may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Member, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.

1

(c)    The indemnification and advancement of expenses set forth in this Section 6 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Company’s articles of organization, this Limited Liability Company Agreement, any other agreement, a vote of the Member, a policy of insurance or otherwise, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Member. The indemnification and advancement of expenses set forth in this Section 6 shall continue as to a person or entity who has ceased to hold the position giving rise to such indemnification and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a person or entity.

(d)    The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the Company would have the power to indemnify such Indemnitee against such liability under this Section 6.

(e)    In the event that an amendment to this Limited Liability Company Agreement reduces or eliminates any Indemnitee’s right to indemnification pursuant to this Section 6, such amendment shall not be effective with respect to any Indemnitee’s right to indemnification that accrued prior to the date of such amendment. For purposes of this Section 6, a right to indemnification shall accrue as of the date of the event underlying the claim that gives rise to such right to indemnification. All calculations of claims and the amount of indemnification to which any Indemnitee is entitled under this Section 6 shall be made (i) giving effect to the tax consequences of any such claim and (ii) after deduction of all proceeds of insurance net of retroactive premiums and self-insurance retention recoverable by the Indemnitee with respect to such claims.

7.Pursuant to existing law, the Company will be disregarded for federal and state income tax purposes. The admission of one or more additional Members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.

8.Upon an “event of withdrawal” (as defined in the Act) of the Member or upon the occurrence of any other event which terminates the continued membership of the Member in the Company, the Company shall not be dissolved, and the business of the Company shall continue. The Member hereby specifically consents to such continuation of the business of the Company upon any event of withdrawal of the Member. The Member’s legal representative, assignee or successor shall automatically become an assignee of the Member’s interest and shall automatically become a substitute Member in place of the withdrawn Member.

9.This Limited Liability Company Agreement replaces any prior limited liability company agreement of the Company.

2

IN WITNESS WHEREOF, the Member has caused this Limited Liability Company Agreement to be duly executed as of the date first written above.

NUTS DISTRIBUTOR OF AMERICA INC., SOLE MEMBER
By:	/s/ Diedre J. Gray
	Diedre J. Gray, Secretary

3

EX-5.1

Exhibit 5.1

	LEWISRICE
314.444.7600 (direct) 314.241.6056 (fax) www.lewisrice.com	FINGERSH Attorneys at Law	600 Washington Avenue Suite 2500 St. Louis, Missouri 63101

June 18, 2014

Post Holdings, Inc.

2503 Hanley Road

St. Louis, Missouri 63144

Ladies and Gentlemen:

We have acted as special counsel to Post Holdings, Inc. a Missouri corporation (the “Company”), and the Company’s subsidiaries listed on Schedule I hereto (such subsidiaries, the “Delaware Subsidiaries”) in connection with the Registration Statement (File No. 333-193468) on Form S-4 filed by the Company, the Delaware Subsidiaries and certain other subsidiaries of the Company (collectively with the Delaware Subsidiaries, the “US Subsidiaries”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Company and the US Subsidiaries (the “Exchange Offer”) to exchange up to $350,000,000 in aggregate principal amount of 7.375% Senior Notes due 2022 and related guarantees (collectively, the “Exchange Notes”) for $350,000,000 in aggregate principal amount of issued and outstanding 7.375% Senior Notes due 2022, and related guarantees, issued on July 18, 2013 (collectively, the “Original Notes”). The Original Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated February 3, 2012 and supplemented on May 28, 2013, September 3, 2013, January 13, 2014, February 28, 2014 and April 18, 2014 (as so supplemented, the “Indenture”), among the Company, the subsidiary guarantors thereunder (including each of the US Subsidiaries) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.

In connection with the opinions expressed below, we have examined: (i) the Registration Statement, including the prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Indenture and the Original Notes and the Guarantees thereof; and (iii) the forms of the Exchange Notes and the Notations of Guarantee of such Exchange Notes. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company and the Delaware Subsidiaries, certificates of public officials and officers of the Company and the Delaware Subsidiaries, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. We have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Company and/or the Delaware Subsidiaries.

Established 1909

LEWISRICE

FINGERSH

Post Holdings, Inc.

June 18, 2014

Page 2

In connection herewith, we have assumed that, other than with respect to the Company and the Delaware Subsidiaries, all of the documents referred to in this opinion have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties thereto, all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Company and authenticated and delivered by the Trustee and issued in exchange for the Original Notes in accordance with the provisions of the Indenture upon consummation of and otherwise in accordance with the Exchange Offer, (a) the Exchange Notes will constitute valid and binding obligations of the Company and (b) the Guarantee of each of the Delaware Subsidiaries provided for in the Indenture will constitute a valid and binding obligation of each such Delaware Subsidiary.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

(a)The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise.

(b)Our opinion contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

(c)Our opinion is further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

LEWISRICE

FINGERSH

Post Holdings, Inc.

June 18, 2014

Page 3

(d)We express no opinion as to the enforceability of (1) any provision of the Indenture purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Company or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (2) any provision of the Indenture relating to choice of law.

(e)We express no opinion as to whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by its parent are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes.

We do not render any opinions except as set forth above. The opinion set forth herein is made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name therein and in the related prospectus under the captions “Legal Matters.” We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

LEWIS, RICE & FINGERSH, L.C.

/s/ Lewis, Rice & Fingersh, L.C.

LEWISRICE

FINGERSH

Post Holdings, Inc.

June 18, 2014

Page 4

SCHEDULE I

Delaware Subsidiaries

NAME	JURISDICTION	ENTITY TYPE
Agricore United Holdings Inc.	Delaware	Corporation
Attune Foods, LLC	Delaware	Limited liability company
Custom Nutriceutical Laboratories, LLC	Delaware	Limited liability company
Dymatize Enterprises, LLC	Delaware	Limited liability company
Dymatize Holdings, LLC	Delaware	Limited liability company
Golden Acquisition Sub, LLC	Delaware	Limited liability company
Golden Boy Nut Corporation	Delaware	Corporation
Golden Boy Portales, LLC	Delaware	Limited liability company
Post Foods, LLC	Delaware	Limited liability company
Premier Nutrition Corporation	Delaware	Corporation
Supreme Protein, LLC	Delaware	Limited liability company
TA/DEI-A Acquisition Corp.	Delaware	Corporation
TA/DEI-B1 Acquisition Corp.	Delaware	Corporation
TA/DEI-B2 Acquisition Corp.	Delaware	Corporation
TA/DEI-B3 Acquisition Corp.	Delaware	Corporation

EX-5.5

Exhibit 5.5

[Letterhead of Epstein Becker & Green, P.C.]

June 18, 2014

Post Holdings, Inc.

2503 Hanley Road

St. Louis, Missouri 63144

Re: Post Holdings, Inc., et. al Ladies and Gentlemen:

We have acted as special New York counsel to Post Holdings, Inc. a Missouri corporation (the "Company"), and certain of the Company’s subsidiaries listed on Schedule I hereto (such subsidiaries, the “US Subsidiaries”) in connection with the Registration Statement (File No. 333-193468) on Form S-4 filed by the Company and the US Subsidiaries, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Company and the US Subsidiaries (the “Exchange Offer”) to exchange up to $350,000,000 in aggregate principal amount of 7.375% Senior Notes due 2022 and related guarantees (collectively, the “Exchange Notes”) for $350,000,000 in aggregate principal amount of issued and outstanding 7.375% Senior Notes due 2022, and related guarantees, issued on July 18, 2013 (collectively, the “Original Notes”). The Original Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated February 3, 2012 and supplemented on May 28, 2013, September 3, 2013, January 13, 2014, February 28, 2014 and April 18, 2014 (as so supplemented, the “Indenture”), among the Company, the subsidiary guarantors thereunder (including each of the US Subsidiaries) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.

In connection with the opinions expressed below, we have examined: (i) the Registration Statement; (ii) the Indenture and the Original Notes and the Guarantees thereof and (iii) the forms of the Exchange Notes and the Notations of Guarantee of such Exchange Notes. We have also examined such other documents as we have deemed necessary for us to render the opinions hereinafter expressed.

We have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies.

We have assumed that all of the documents referred to in this opinion have been duly authorized executed and delivered and constitute the valid, and binding obligations of all of the parties thereto, and are enforceable by all parties thereto other than the Company and the US Subsidiaries; all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

This opinion is limited to the laws of the State of New York (subject to the qualifications described below) which, in our experience, are normally applicable to transactions of the type contemplated by the Indenture. We express no opinion concerning the applicability of laws, rules, regulations, or ordinances of any other state or jurisdiction. We have not conducted any review of statutes, rules or regulations for purposes of this opinion, and express no opinion as to any statutes, rules or regulations applicable to the Company and the US Subsidiaries due to the nature of their business.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Company and authenticated and delivered by the Trustee and issued in exchange for the Original Notes in accordance with the provisions of the Indenture upon consummation of and otherwise in accordance with the Exchange Offer:

1. the Exchange Notes will constitute valid and binding obligations of the Company be enforceable against the Company in accordance with their terms and

2. the Guarantee of each of the US Subsidiaries provided for in the Indenture will constitute a valid and binding obligation and be enforceable against each such US Subsidiary in accordance with its terms.

In addition to the assumptions and limitations set forth above, our opinion is further limited by the following:

(a)The opinion is made as of the date hereof and is subject to changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion is based upon the law in effect on the date hereof, and we assume no obligation to revise this opinion should such law be changed.

(b)Our opinion is subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the rights of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

(c)Our opinion is subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys' fees.

(d)We express no opinion as to the enforceability of (1) any provision of the Indenture purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Company or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (2) any provision of the Indenture relating to choice of law.

(e)We express no opinion as to whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by its parent are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes.

(f)We do not render any opinions except as set forth above. The opinion set forth herein is made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions "Legal Matters." We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

EPSTEIN BECKER & GREEN, P.C.

/s/ Epstein Becker & Green, P.C.

SCHEDULE I

US Subsidiaries

NAME	JURISDICTION	ENTITY TYPE
Agricore United Holdings Inc.	Delaware	Corporation
Attune Foods, LLC	Delaware	Limited liability company
Custom Nutriceutical Laboratories, LLC	Delaware	Limited liability company
Dymatize Enterprises, LLC	Delaware	Limited liability company
Dymatize Holdings, LLC	Delaware	Limited liability company
Golden Acquisition Sub, LLC	Delaware	Limited liability company
Golden Boy Nut Corporation	Delaware	Corporation
Golden Boy Portales, LLC	Delaware	Limited liability company
Post Foods, LLC	Delaware	Limited liability company
Premier Nutrition Corporation	Delaware	Corporation
Supreme Protein, LLC	Delaware	Limited liability company
TA/DEI-A Acquisition Corp.	Delaware	Corporation
TA/DEI-B1 Acquisition Corp.	Delaware	Corporation
TA/DEI-B2 Acquisition Corp.	Delaware	Corporation
TA/DEI-B3 Acquisition Corp.	Delaware	Corporation
GB Acquisition USA, Inc.	Washington	Corporation
Nuts Distributor of America Inc.	Washington	Corporation
Golden Nut Company (USA) Inc.	Washington	Corporation
Dakota Growers Pasta Company, Inc.	North Dakota	Corporation
Primo Piatto, Inc.	Minnesota	Corporation
DNA Dreamfields Company, LLC	Ohio	Limited liability company
Premier Protein, Inc.	California	Corporation

EX-5.6

Exhibit 5.6

[Letterhead of Williams, Kastner & Gibbs PLLC]

June 18, 2014

Post Holdings, Inc.

2503 Hanley Road

St. Louis, Missouri 63144

Re: Post Holdings, Inc., GB Acquisition USA, Inc., Nuts Distributor of America, Inc., and Golden Nut Company (USA) Inc.

Ladies and Gentlemen:

We have acted as special Washington counsel to Post Holdings, Inc., a Missouri corporation (“Company”), GB Acquisition USA, Inc., a Washington corporation (“GBA”), Nuts Distributor of America, Inc., a Washington corporation (“NDA”), and Golden Nut Company (USA) Inc., a Washington corporation (“GNC”), in the State of Washington (the “State”), in connection with the Registration Statement (File No. 333-193468) on Form S-4 filed by the Company, GBA, NDA, GNC, Post Foods, LLC, Attune Foods, LLC, Premier Nutrition Corporation, Premier Protein, Inc., Agricore United Holdings, Inc., Dakota Growers Pasta Co., DNA Dreamfields Company, LLC, Primo Piatto, Inc., Dymatize Holdings, LLC, Dymatize Enterprises, LLC, Custom Nutriceutical Laboratories, LLC, Supreme Protein, LLC, TA/DEI-A Acquisition Corp., TA/DEI-B1 Acquisition Corp., TA/DEI-B2 Acquisition Corp., TA/DEI-B3 Acquisition Corp., Golden Boy Nut Corporation, Golden Acquisition Sub, LLC, and Golden Boy Portales, LLC (all of which except for the Company, as guarantors), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Company, the Washington Entities (hereinafter defined) and the other guarantors (the “Exchange Offer”) to exchange up to $350,000,000 in aggregate principal amount of the Company’s 7.375% Senior Notes due 2022 and related guarantees (collectively, the “Exchange Notes”) for $350,000,000 in aggregate principal amount of issued and outstanding 7.375% Senior Notes due 2022, and related guarantees, issued on July 18, 2013 (collectively, the “Original Notes”). The Original Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated February 3, 2012 and supplemented on May 28, 2013, September 3, 2013, January 13, 2014, February 28, 2014 and April 18, 2014 (as so supplemented, the “Indenture”), among the Company, the guarantors thereunder (including each of the Washington Entities), and Wells Fargo Bank, N.A., as trustee (the “Trustee”). GBA, NDA and GNC are each referred to herein as a “Washington Entity” and collectively as the “Washington Entities.” In connection with our representation of the Company and the Washington Entities, we have examined the following:

1. The Registration Statement, including the prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement;

Post Holdings, Inc.

June 18, 2014

Page 2 of 5

2. The Indenture;

3. The Original Notes and the Notations of Guarantee thereof;

4. The forms of the Exchange Notes and the Notations of Guarantee of such Exchange Notes;

5. The Officer’s Certificate of GBA, executed by an officer of GBA;

6. The Officer’s Certificate of NDA, executed by an officer of NDA;

7. The Officer’s Certificate of GNC, executed by an officer of GNC;

8. A Certificate of Existence/Authority with respect to GBA, issued by the Secretary of State of the State of Washington dated June 17, 2014;

9. A Certificate of Existence/Authority with respect to NDA, issued by the Secretary of State of the State of Washington dated June 17, 2014; and

10. A Certificate of Existence/Authority with respect to GNC, issued by the Secretary of State of the State of Washington dated June 17, 2014.

The documents referred to in items 1 through 4 above are hereinafter collectively referred to as the “Transaction Documents” and the remaining documents referred to above are hereinafter collectively referred to as the “Authority Documents.” Together, the Transaction Documents and the Authority Documents are hereafter referred to collectively as the “Documents.”

In rendering this opinion, and except to the extent the information constitutes, directly or in practical effect, any legal conclusion at issue, we have assumed and have relied with your consent upon the Documents with respect to the accuracy of all factual matters contained therein without investigation or verification (although we advise you that we have no actual knowledge to the contrary of any of the factual matters related therein).

In basing the opinions set forth in this opinion on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Company and the Washington Entities, no facts have come to our attention that would give us actual knowledge that any such opinions or other matters are not accurate or that any of the Documents are not accurate and complete. Except as otherwise stated in this opinion, we have undertaken no investigation or verification of such matters.

Post Holdings, Inc.

June 18, 2014

Page 3 of 5

In reaching the opinions set forth below, we have assumed without independent verification, and to our knowledge there are no facts inconsistent with, the following:

A.    Each natural person executing any of the Documents is legally competent to do so.

B.    All signatures on the Documents are genuine.

C.    All documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original document, and all public records reviewed are accurate and complete.

D.    The terms and conditions of the Transaction Documents have not been amended, modified or supplemented by any other agreement or understanding of the parties or waiver of any of the material provisions of the Transaction Documents.

E.    There has been no mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

F.    Each of the parties to the Transaction Documents, other than the Washington Entities, has duly and validly executed and delivered each such instrument, document, and agreement to be executed in connection with the Transaction Documents to which such party is a signatory, and the obligations of each party, including the Washington Entities, set forth in the Transaction Documents are its legal, valid and binding obligations, enforceable in accordance with their respective terms.

We have also investigated such questions of law and examined such other documents as we have deemed necessary or appropriate to enable us to render the opinions expressed below.

This opinion is limited to the laws of the State of Washington, and we express no opinion herein as to the laws of any other jurisdiction. Based solely upon the foregoing and the assumptions stated herein, and subject to the qualifications and limitations stated herein, we are of the opinion that:

1.Each of the Washington Entities is validly existing as a corporation in the State, and has the corporate power and authority to enter into, deliver, and perform its obligations under the Transaction Documents to which it is party, and all necessary corporate action required to be taken by each Washington Entity to authorize the execution, delivery, and performance of the Transaction Documents to which it is party has been duly taken.

Post Holdings, Inc.

June 18, 2014

Page 4 of 5

2.Each of the Washington Entities has duly executed and delivered the Transaction Documents to which it is party.

The opinions expressed in this letter are made subject to and are qualified by the following:

i.    Our opinions herein are limited solely to the laws of the State of Washington, and we express no opinions as to the laws of any other jurisdiction. We express no opinion concerning the applicability to the Washington Entities or the Transaction Documents of state and local laws, rules, regulations, or ordinances of any other state or jurisdiction. We call to your attention that the Transaction Documents (excluding the Registration Statement) provide that they are governed by the laws of the State of New York. We are not admitted to practice law in the State of New York and express no opinion as to the laws of the State of New York. We have not conducted any review for purposes of this opinion, and express no opinion as to, any statutes, rules or regulations (including those of the State of Washington) applicable to any Washington Entity due to the nature of its business, and our opinions are limited to such laws, rules and regulations as in our experience are normally applicable to transactions of the type contemplated by the Transaction Documents. Without limiting the foregoing, we express no opinion as to the effect, if any, the following matters may have on the opinions expressed herein:

(a)    Federal securities laws, state “Blue Sky” laws and regulations;

(b)    State or Federal laws or regulations dealing with the regulation of brokers-dealers or lenders or the conduct of business of brokers-dealers or lenders that may relate to the Transaction Documents and the transactions described therein;

(c)    Criminal laws, racketeering laws or criminal forfeiture laws and regulations; and

(d)    Statutes, ordinances, regulations, rules or administrative or court decisions respecting fraudulent conveyances and transfers, or pensions and employment benefits.

ii.    We express no opinion as to the enforceability of the Transaction Documents or any other document or agreement delivered in connection therewith or related thereto. We understand you are receiving an opinion from Epstein Becker & Green, P.C., regarding the enforceability of the Transaction Documents, and such other matters as you may have requested.

Post Holdings, Inc.

June 18, 2014

Page 5 of 5

iii.    The courts of the State of Washington may consider extrinsic evidence of circumstances surrounding the making of agreements to ascertain the intent of the parties in using the language employed in agreements regardless of whether or not the language used therein is plain and unambiguous on its face, and may incorporate additional or supplementary terms into agreements such as the Transaction Documents.

iv.    The opinions expressed herein are limited solely to the matters stated herein, and no opinion is to be inferred or may be implied beyond the matters expressly stated herein.

We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name therein and in the related prospectus under the captions “Legal Matters.” We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ WILLIAMS, KASTNER & GIBBS PLLC

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF POST HOLDINGS, INC. (MO)

Name	Jurisdiction of Incorporation/Formation
Post Foods, LLC	Delaware
Post Foods Canada Inc.	British Columbia
Attune Foods, LLC	Delaware
Premier Nutrition Corporation	Delaware
Premier Protein, Inc.	California
Agricore United Holdings Inc.	Delaware
Dakota Growers Pasta Company, Inc.	North Dakota
Primo Piatto, Inc.	Minnesota
DNA Dreamfields Company, LLC	Ohio
GB Acquisition USA, Inc.	Washington
Nuts Distributor of America Inc.	Washington
Golden Nut Company (USA) Inc.	Washington
Golden Boy Nut Corporation	Delaware
Golden Boy Portales, LLC	Delaware
PHI Acquisition LP ULC	British Columbia
Golden Acquisition Sub, LLC	Delaware
PHI Acquisition GP ULC	British Columbia
PHI Acquisition Limited Partnership	British Columbia
Golden Boy Foods Ltd.	British Columbia
Dymatize Holdings, LLC	Delaware
TA/DEI-A Acquisition Corp.	Delaware
TA/DEI-B1 Acquisition Corp.	Delaware
TA/DEI-B2 Acquisition Corp.	Delaware
TA/DEI-B3 Acquisition Corp.	Delaware
Dymatize Enterprises, LLC	Delaware
Supreme Protein, LLC	Delaware
Custom Nutriceutical Laboratories, LLC	Delaware
Post Foods Australia Pty Ltd.	Australia
Post Acquisition Sub IV, LLC	Delaware
MFI Holding Corporation	Delaware
Michael Foods Holding LLC	Delaware
MFI Midco LLC	Delaware
Pawano, Inc.	Delaware
Michael Foods Group, Inc.	Delaware
Michael Foods, Inc.	Delaware
MFI Food Canada Ltd.	Canada
Michael Foods of Delaware, Inc.	Delaware
Farm Fresh Foods, Inc.	Nevada
Crystal Farms Refrigerated Distribution Company	Minnesota
Abbotsford Farms, LLC	Nevada
KMS Dairy, Inc.	Minnesota
MFI International, Inc.	Minnesota
Northern Star Co.	Minnesota
Minnesota Products, Inc.	Minnesota
M.G. Waldbaum Company	Nebraska
Casa Trucking, Inc.	Minnesota
Papetti’s Hygrade Egg Products, Inc.	Minnesota
MFI Food Asia, LLC	Delaware
MFOSI, LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated November 27, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Post Holdings, Inc.'s Annual Report on Form 10‑K for the year ended September 30, 2013. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firms”in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

June 18, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4/A of our report dated January 20, 2014 relating to the financial statements of Agricore United Holdings Inc. which appears in Post Holdings, Inc.’s Form 8-K/A filed on January 21, 2014. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firms” in such Registration Statement.

/s/ Eide Bailly LLP

Fargo, North Dakota

June 18, 2014

EX-23.9

Exhibit 23.9

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement (Form S-4 333-193468) of Post Holdings, Inc. and in the related Prospectus of our report dated May 6, 2014, with respect to the consolidated financial statements of MFI Holding Corporation included in Post Holdings, Inc.’s Current Report on Form 8-K dated May 19, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

June 16, 2014

EX-23.10

Exhibit 23.10

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-4/A of our report dated May 7, 2014 relating to the financial statements of Dymatize Enterprises which are included in this Form S-4/A. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firms” in such Registration Statement.

/s/ Montgomery Coscia Greilich, LLP

Plano, Texas

June 17, 2014

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

_____________________________

POST HOLDINGS, INC.

(Exact name of obligor as specified in its charter)

Missouri	45-3355106
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2503 S. Hanley Road St. Louis, Missouri	63144
(Address of principal executive offices)	(Zip code)

_____________________________

7.375% Notes due 2022

and Guarantees of 7.375% Notes due 2022

(Title of the indenture securities)

GUARANTORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Post Foods, LLC	Delaware	43-1766315	2503 S. Hanley Road, St. Louis, Missouri 63144
Attune Foods, LLC	Delaware	37-1730215	2503 S. Hanley Road, St. Louis, Missouri 63144
Premier Nutrition Corporation	Delaware	94-3339531	2503 S. Hanley Road, St. Louis, Missouri 63144
Premier Protein, Inc.	California	45-3178614	2503 S. Hanley Road, St. Louis, Missouri 63144
Agricore United Holdings, Inc.	Delaware	86-1167965	2503 S. Hanley Road, St. Louis, Missouri 63144
Dakota Growers Pasta Company, Inc.	North Dakota	45-0423511	2503 S. Hanley Road, St. Louis, Missouri 63144
Primo Piatto, Inc.	Minnesota	41-1881667	2503 S. Hanley Road, St. Louis, Missouri 63144
DNA Dreamfields Company, LLC	Ohio	20-0376833	2503 S. Hanley Road, St. Louis, Missouri 63144
Dymatize Holdings, LLC	Delaware	32-0442358	2503 S. Hanley Road, St. Louis, Missouri 63144
Dymatize Enterprises, LLC	Delaware	27-4267506	2503 S. Hanley Road, St. Louis, Missouri 63144
Custom Nutriceutical Laboratories, LLC	Delaware	27-4267748	2503 S. Hanley Road, St. Louis, Missouri 63144
Supreme Protein, LLC	Delaware	90-0802672	2503 S. Hanley Road, St. Louis, Missouri 63144
TA/DEI-A Acquisition Corp.	Delaware	27-4340322	2503 S. Hanley Road, St. Louis, Missouri 63144
TA/DEI-B1 Acquisition Corp.	Delaware	27-4340350	2503 S. Hanley Road, St. Louis, Missouri 63144
TA/DEI-B2 Acquisition Corp.	Delaware	27-4340391	2503 S. Hanley Road, St. Louis, Missouri 63144
TA/DEI-B3 Acquisition Corp.	Delaware	27-4340422	2503 S. Hanley Road, St. Louis, Missouri 63144
Golden Acquisition Sub, LLC	Delaware	****	2503 S. Hanley Road, St. Louis, Missouri 63144
GB Acquisition USA, Inc.	Washington	98-0546735	2503 S. Hanley Road, St. Louis, Missouri 63144

Nuts Distributor of America Inc.	Washington	72-1548821	2503 S. Hanley Road, St. Louis, Missouri 63144
Golden Nut Company (USA), Inc.	Washington	72-1548826	2503 S. Hanley Road, St. Louis, Missouri 63144
Golden Boy Nut Corporation	Delaware	99-0368728	2503 S. Hanley Road, St. Louis, Missouri 63144
Golden Boy Portales, LLC	Delaware	35-2503747	2503 S. Hanley Road, St. Louis, Missouri 63144

Item 1.    General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1. A copy of the Articles of Association of the trustee as now in effect.*

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 13, 2013.**

Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 13, 2013.**

Exhibit 4. Copy of By-laws of the trustee as now in effect.***

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

*    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

**    Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

****An EIN has been requested, but has not yet been received.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Chicago and State of Illinois on the 18th day of June 2014.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 6

June 18, 2014

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.

			Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		$	19,353
	Interest-bearing balances		196,143
Securities:
	Held-to-maturity securities		17,662
	Available-for-sale securities		216,158
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices		82
	Securities purchased under agreements to resell		19,030
Loans and lease financing receivables:
	Loans and leases held for sale		11,067
	Loans and leases, net of unearned income	781,182
	LESS: Allowance for loan and lease losses	11,761
	Loans and leases, net of unearned income and allowance		769,421
Trading Assets			31,189
Premises and fixed assets (including capitalized leases)			7,485
Other real estate owned			4,015
Investments in unconsolidated subsidiaries and associated companies			718
Direct and indirect investments in real estate ventures			4
Intangible assets
	Goodwill		21,549
	Other intangible assets		21,474
Other assets			52,924
Total assets			$	1,388,274
LIABILITIES
Deposits:
	In domestic offices		$	1,010,888
	Noninterest-bearing	274,869
	Interest-bearing	736,019
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		94,353
	Noninterest-bearing	5233
	Interest-bearing	93,830
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices		10,968
	Securities sold under agreements to repurchase		12,270

		Dollar Amounts In Millions
Trading liabilities		13,351
Other borrowed money
	(includes mortgage indebtedness and obligations under capitalized leases)	59,788
Subordinated notes and debentures		19,756
Other liabilities		27,614
Total liabilities		$	1,248,988
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		103,054
Retained earnings		32,460
Accumulated other comprehensive income		3,098
Other equity capital components		0
Total bank equity capital		139,131
Noncontrolling (minority) interests in consolidated subsidiaries		155
Total equity capital		139,286
Total liabilities, and equity capital		$	1,388,274

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Carrie Tolstedt
Michael Loughlin