EX-10.6





 Exhibit 10.6 

FORWARD PURCHASE AGREEMENT 

This Forward Purchase Agreement (this “Agreement”) is entered into as of May 28, 2021, by and between Post
Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). 

Recitals 
 WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (a “Partnering Transaction”);

 WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 30,000,000 units (or 34,500,000 units if the underwriters’
over-allotment option (the “IPO Option”) is exercised in full) (the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Series A common
stock, par value $0.0001 per share (the “Series A Shares,” and the Series A Shares included in the Public Units, the “Public Shares”), and a fraction of one redeemable warrant, where each whole
redeemable warrant is exercisable to purchase one Series A Share at an exercise price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units the “Public Warrants”); 

WHEREAS, the Purchaser, who is the Company’s sponsor, has agreed to purchase units of the Company in a private placement that will close
contemporaneously with the closing of the IPO (the “Private Placement Units”); 
 WHEREAS, following the closing of
the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Partnering Transaction; 
 WHEREAS,
the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the Company’s initial Partnering Transaction (the “Partnering Transaction Closing”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, the number of units (the “Forward Purchase Units”) determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each
comprised of one share of the Company’s Series B common stock, par value $0.0001 per share (the “Series B Shares” (each, a “Forward Purchase Share”), and
one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Series A Share at an exercise price of $11.50 per share, subject to adjustment (each, a
“Forward Purchase Warrant”), on the terms and conditions set forth herein (the Forward Purchase Units, the Forward Purchase Shares, the Forward Purchase Warrants underlying the Forward Purchase Units and the Series A Shares
underlying the Forward Purchase Warrants, the “Forward Purchase Securities”); 
 WHEREAS, proceeds from the IPO and
the sale of the Private Placement Units in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as
described in the Registration Statement; and 
 WHEREAS, the amounts available to the Company from the Trust Account (after giving effect to
any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Partnering Transaction (the “Available Cash”), together with the proceeds from the sale of the Forward
Purchase Units, will be used to satisfy the cash requirements of the Partnering Transaction, including funding the purchase price and paying expenses and retaining amounts specified in the definitive agreement for the Partnering Transaction (the
“Definitive Agreement”) to be retained for use by the post-Partnering Transaction company for working capital or other purposes (the “Cash Requirements”); 












 NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

Agreement 

1. Sale and Purchase. 

(a) Forward Purchase Units. 

(i) Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, up to a maximum of 10,000,000 Forward Purchase Units (the “Maximum Units”) for a purchase price of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or up to a maximum of
$100,000,000 in the aggregate. Each Forward Purchase Warrant and its underlying Series A Share will have the same terms as the Warrants and their underlying Series A Shares to be issued in the IPO. Each Forward Purchase Warrant will be subject to
the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO. 

(ii) The number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined
as follows: 
 (A) As soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s
entry into the Definitive Agreement, the Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Units that it desires the Purchaser to purchase pursuant to this
Agreement, which shall be equal to its good faith estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary for the
Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event exceed the Maximum Units; 

(iii) At least two (2) Business Days before the Partnering Transaction Closing, the Company shall provide the Purchaser with an updated
notice (the “Final Company Notice”) including: 
 (A) its determination, based on the actual number of Public Shares
validly submitted for redemption or other changes in the Cash Requirements, of the number of Forward Purchase Units that it requires the Purchaser to purchase pursuant to this Agreement; 

(B) the anticipated date of the Partnering Transaction Closing; and 

(C) instructions for wiring the Forward Purchase Price. 

(iv) In the event that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed
pursuant to clause (ii) and (iii) above to determine the number of Forward Purchase Units to be purchased by the Purchaser in connection with such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause
(iii) above must be separately completed for each Definitive Agreement entered into by the Company. 

  
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 (v) The closing of the sale of Forward Purchase Units (the “Forward
Closing”) shall be held on the same date and concurrently with the Partnering Transaction Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the
Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be
held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the
Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal
securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Partnering Transaction Closing does not occur
within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser.
For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or
regulation to close in the City of New York, New York. 
 (b) Legends. Each register and book entry for the Forward Purchase
Securities shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form: 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” 

2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the
date hereof: 
 (a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. 

(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered
by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws. 

  
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 (c) Governmental Consents and Filings. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this
Agreement. 
 (d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree
to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it
is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the
transactions contemplated by this Agreement. 
 (e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in
reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be acquired by the Purchaser will be acquired for
investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or
arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means an
individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof. 

(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the Company’s management. 

(g) Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not
been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such
registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Series A Shares into which the Forward Purchase Securities may be
converted or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited
to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able
to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO. The Purchaser understands that the offering of the Forward Purchase Securities is not, and is not intended to be, part of the IPO, and
that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to the Forward Purchase Securities. 

  
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 (h) No Public Market. The Purchaser understands that no public market now exists for
the Forward Purchase Securities, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities. 

(i) High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high
degree of risk which could cause the Purchaser to lose all or part of its investment. 
 (j) Accredited Investor. The Purchaser is an
accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 
 (k) No General Solicitation.
Neither the Purchaser, nor any of its officers, members, managers, employees or agents has either directly or indirectly, including, through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Units. 
 (l) Residence. The Purchaser’s principal place of
business is the office or offices located at the address of the Purchaser set forth on the signature page hereof. 
 (m) Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the
Company. 
 (n) Adequacy of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds
to satisfy its obligations under this Agreement. 
 (o) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person
acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the
Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or
agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the
Company’s affiliates (collectively, the “Company Parties”). 
 3. Representations and Warranties of
the Company. The Company represents and warrants to the Purchaser as follows: 
 (a) Incorporation and Corporate Power. The
Company is a corporation duly incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as
proposed to be conducted. The Company has no subsidiaries. 
 (b) Capitalization. The authorized share capital of the Company will
consist, as of or prior to the IPO Closing, of: 
 (i) 500,000,000 Series A Shares, none of which are issued and outstanding. 

  
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 (ii) 80,000,000 Series B Shares, none of which are issued and outstanding. 

(iii) 40,000,000 shares of the Company’s Series C common stock, par value $0.0001 per share, none of which are issued and outstanding.

 (iv) 40,000,000 shares of the Company’s Series F common stock, par value $0.0001 per share (the “Series F
Shares”), 8,625,000 of which are issued and outstanding. All of the outstanding Series F Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities
laws. 
 (v) 10,000,000 preferred shares, none of which are issued and outstanding. 

(c) Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to
authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities issuable upon exercise of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward
Closing. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the
Forward Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants has been taken or will be taken prior to the Forward Closing. This Agreement, when executed
and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws. 

(d) Valid Issuance of Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for
the consideration set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully
paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this
Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in
Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws. 

(e) Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this
Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, if any, and pursuant to the Registration Rights. 

(f) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s certificate of incorporation, as it may be amended from time to time (the “Charter”),
bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, 

  
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(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a
party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to
consummate the transactions contemplated by this Agreement. 
 (g) Operations. As of the date hereof, the Company has not conducted,
and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities. 

(h) No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either
directly or indirectly, including, through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Units. 

(i) No Other Representations and Warranties; Non-Reliance. Except for the specific
representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or
warranty with respect to the Company, this offering, the proposed IPO or a potential Partnering Transaction, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made
by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made
by the Purchaser Parties. 
 4. Registration Rights; Transfer 

(a) Registration Rights. The Purchaser shall be granted registration rights by the Company related to the Forward Purchase Warrants and
the Forward Purchase Shares pursuant to a registration rights agreement to be entered into with the Company, a form of which has been filed with the registration statement relating to the Company’s IPO (the “Registration
Rights”). 
 (b) Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including
the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a
“Transferee”). Upon any such assignment: 
 (i) the applicable Transferee shall execute a signature page to this
Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the
“Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the
“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the
Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and 

(ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the
Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company
amending 

  
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Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the
Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of
doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of
any such transfer of Transferee Securities. 
 5. Additional Agreements, Acknowledgements and Waivers of the Purchaser. 

(a) Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward
Purchase Units (or the Forward Purchase Shares and Forward Purchase Warrants, including the Series A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until 30 days after the completion of the initial Partnering
Transaction. Notwithstanding the foregoing, Transfers of the Forward Purchase Units (and the underlying Series B Shares and Forward Purchase Warrants, including the Series A Shares issued or issuable upon the exercise of any such warrants) are
permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the
Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an
affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic
relations order; (E) by private sales or transfers made in connection with the consummation of a Partnering Transaction at prices no greater than the price at which the securities were originally purchased; (F) in the event of the
Company’s liquidation prior to the completion of a Partnering Transaction; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the
Company’s stockholders having the right to exchange their Series A Shares for cash, securities or other property subsequent to the completion of a Partnering Transaction; (H) as a distribution to limited partners, members or stockholders
of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an
affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or
any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency;
provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer”
shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in
cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). 

  
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 (b) Trust Account. 

(i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of
any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. 

(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest
or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and
liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. 

6. NYSE Listing. The Company will use commercially reasonable efforts to effect the listing of the Series A Shares and Public
Warrants on The New York Stock Exchange (the “NSYE”) (or another national securities exchange) at the time of the Partnering Transaction Closing. 

7. Forward Closing Conditions. 

(a) The obligation of the Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the
fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser: 

(i) The Partnering Transaction shall be consummated substantially concurrently with the purchase of the Forward Purchase Units; 

(ii) The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation;

 (iii) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have
been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such
representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or
its ability to consummate the transactions contemplated by this Agreement; 
 (iv) The Company shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and 

(v) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Units. 

  
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 (b) The obligation of the Company to sell the Forward Purchase Units at the Forward Closing
under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company: 

(i) The Partnering Transaction shall be consummated substantially concurrently with the purchase of Forward Purchase Units; 

(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been
true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such
representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or
its ability to consummate the transactions contemplated by this Agreement; 
 (iii) The Purchaser shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and 

(iv) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Units. 

8. Termination. This Agreement may be terminated at any time prior to the Forward Closing: 

(a) by mutual written consent of the Company and the Purchaser; 

(b) automatically 
 (i) if the
IPO is not consummated on or prior to twelve months from the date of this Agreement; or 
 (ii) if the Partnering Transaction is not
consummated within 24 months from the closing of the IPO (or twenty-seven (27) months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction
within twenty-four (24) months from the closing of the IPO but has not completed the Partnering Transaction within such twenty-four (24) month period), or such later date as may be approved by the Company’s stockholders. 

In the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and
interest thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any
liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, that nothing
contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. 

  
 10 













 9. General Provisions. 

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent
during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day
after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Post Holdings Partnering
Corporation, c/o Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Brad Harper, email: brad.harper@postholdings.com, with a copy to the Company’s counsel at: Kirkland & Ellis LLP, 601 Lexington Avenue,
New York, NY 10022, Attn: Christian Nagler and Wayne Williams, email: christian.nagler@kirkland.com and wayne.williams@kirkland.com. 

All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a). 

(b) No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in
connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any
liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of
its officers, employees or representatives is responsible. 
 (c) Survival of Representations and Warranties. All of the
representations and warranties contained herein shall survive the Forward Closing. 
 (d) Entire Agreement. This Agreement, together
with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding
upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party. 
 (g) Counterparts. This
Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 

  
 11 













 (h) Headings. The section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of this Agreement. 
 (i) Governing Law. This
Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of laws principles. 
 (j) Jurisdiction. The parties (i) hereby
irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern
District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court. 
 (k) Waiver of Jury Trial. The parties hereto hereby waive any right to a
jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. 
 (l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company and the Purchaser. 

(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator
not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives
such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. 

(n) Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase
Securities. 
 (o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the
authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The
words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form 

  
 12 













 
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. 

(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence. 

(q) Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not
performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. 

[Signature Page Follows] 

  
 13 













 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as
of the date first set forth above. 
  

			
	PURCHASER:
	
	PHPC SPONSOR, LLC
		
	By:	 	/s/ Robert V. Vitale
	Name:	 	Robert V. Vitale
	Title:	 	President

  

			
	Address for Notices:	 	2503 S. Hanley Road
		 	St. Louis, Missouri 63144

  

			
	COMPANY:
	
	POST HOLDINGS PARTNERING CORPORATION
		
	By:	 	/s/ Robert V. Vitale
		 	Name: Robert V. Vitale
		 	Title: President and Chief Investment Officer


  
 [Signature Page to
Forward Purchase Agreement] 













 TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF
FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE UNITS” SET FORTH BELOW 
 Number of Forward
Purchase Units: 
 Aggregate Purchase Price for Forward Purchase Units:
$                  
 Number of Forward Purchase Units and Aggregate
Purchase Price for Forward Purchase Units as of                , 202[    ], accepted and agreed to as of
this                day of                , 202[    ]. 

 

			
	[                ]


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


  

			
	POST HOLDINGS PARTNERING CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	














 SCHEDULE A 

SCHEDULE OF TRANSFERS OF FORWARD PURCHASE UNITS 

The following transfers of a portion of the original number of Forward Purchase Units have been made: 

 

							
	 Date of Transfer
	 	 Transferee
	 	 Number of Forward

Purchase Units

Transferred
	  	 Purchaser Revised

Forward Purchase

Units
Amount



  
 A-1 













 TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE UNITS: 

Schedule A as of                , 202[    ], accepted and
agreed to as of this                day of                , 202[    ]
by: 
  

									
	[                 ]	 		 	     POST HOLDINGS PARTNERING CORPORATION


									
					
	By:	 	   
	 		 	By:	 	   

	Name: 	 	   
	 		 	Name:	 	 
	Title:	 	   
	 		 	Title:	 	   



  
 A-2