30,000,000 Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • New York
Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
Post Holdings Partnering Corporation St. Louis, MO 63144Securities Subscription Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 27, 2021 by and between PHPC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Post Holdings Partnering Corporation, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 shares of Series F common stock (the “Shares”), $0.0001 par value per share (the “Series F Common Stock” together with all other series of Company common stock, the “Common Stock”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 28, 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTOR RIGHTS AGREEMENT Dated as of May 28, 2021 by and among POST HOLDINGS PARTNERING CORPORATION, PHPC SPONSOR, LLC and POST HOLDINGS, INC.Investor Rights Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2021, by and among Post Holdings Partnering Corporation, a Delaware corporation (the “Company,” which term will include any successor company resulting from or in connection with the Partnering Transaction), PHPC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Post Holdings, Inc., a Missouri corporation (“Post”).
POST HOLDINGS PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 28, 2021Warrant Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 28, 2021, is by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Post Holdings Partnering Corporation St. Louis, Missouri 63144Underwriting Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and Evercore Group L.L.C. and Barclays Capital Inc., as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Series A common stock of the Company, par value $0.0001 per share (“Series A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Series A Common
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SERVICES AGREEMENTServices Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • Missouri
SERVICES AGREEMENT (this “Agreement”), dated as of May 28, 2021, by and between Post Holdings, Inc., a Missouri corporation (the “Provider”), and Post Holdings Partnering Corporation, a Delaware corporation (“PHPC”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 9th, 2021 • Post Holdings Partnering Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Post Holdings Partnering Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • April 9th, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated April 8, 2021 (this “Agreement”), is made by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Subscriber”).
SUPPLEMENTAL INDEMNITY AGREEMENTSupplemental Indemnity Agreement • March 23rd, 2023 • Post Holdings Partnering Corp • Blank checks • Delaware
This Supplemental Indemnity Agreement (this “Agreement”) is effective as of December 31, 2022 (the “Effective Date”) by and between POST HOLDINGS, INC., a Missouri corporation (“PHI”) and ______________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2021 • Post Holdings Partnering Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Post Holdings Partnering Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May 28, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
