3,000,000 SHARES POST HOLDINGS, INC.Purchase Agreement • December 16th, 2013 • Post Holdings, Inc. • Grain mill products • New York
Post Holdings, Inc., a Missouri corporation (the “Company”), subject to the terms and conditions stated in this Purchase Agreement (this “Agreement”), proposes to issue and sell 3,000,000 shares of its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock, $0.01 par value, Liquidation Preference, $100 per Share (the “Firm Securities”) to the persons listed in Schedule I hereto (the “Initial Purchasers”) for whom you are acting as representatives (the “Representatives”). The Company also proposes to issue and sell to the Initial Purchasers up to an additional 450,000 shares of its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock, $0.01 par value, Liquidation Preference, $100 per Share (the “Additional Securities”), if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Initial Purchasers, the right to purchase such shares of preferred stock granted to the Initial Purchasers in Section 3 hereof. The Firm Securities an
