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”).
FORM OF FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 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 AGREEMENTInvestor Rights Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of , 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 , 2021Warrant Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 18th, 2021 • Post Holdings Partnering Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 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.
