30,000,000] Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 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.
FORM OF FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 9th, 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 • April 9th, 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 • April 9th, 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”), 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 • April 9th, 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 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 • April 9th, 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 • 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”).
