40,000,000] Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENTPost Holdings Partnering Corp • March 30th, 2021 • 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, 40,000,000 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 6,000,000 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, Missouri 63144Letter Agreement • March 30th, 2021 • Post Holdings Partnering Corp • Blank checks
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 46,000,000 of the Company’s units (including up to 6,000,000 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-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Series A Common
SERVICES AGREEMENTServices Agreement • March 30th, 2021 • Post Holdings Partnering Corp • Blank checks • Missouri
SERVICES AGREEMENT (this “Agreement”), dated as of , 2021, by and between Post Holdings, Inc., a Missouri corporation (the “Provider”), and Post Holdings Partnering Corporation, a Delaware corporation (“PHPC”).
