PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
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).
The Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of Series A common stock of the Company, par value $0.0001 per share (the Common Shares), and one-third of one redeemable warrant, where each whole warrant entitles the holder to purchase one Common Share at an exercise price of $11.50 per share.
The Purchaser has agreed to purchase an aggregate of 1,000,000 units (and up to 90,000 additional units if the underwriters in the Public Offering exercise their option to purchase additional units in full) (the Private Placement Units), with each Private Placement Unit consisting of one Common Share (1,000,000 Common Shares in the aggregate, or up to 1,090,000 Common Shares if the underwriters exercise their option to purchase additional units in full) and one-third of one private placement warrant, each whole warrant entitling the holder to purchase one Common Share at an exercise price of $11.50 per Common Share (333,333 warrants in the aggregate, or up 363,333 warrants if the underwriters exercise their option to purchase additional units in full) (the Private Placement Warrants).
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the Common Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,000,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $10,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Companys wiring instructions. On the Initial