POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
May 25, 2021
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Bradly A. Harper, Diedre Gray, Elizabeth Minogue and Morri Lammert,
each signing singly, as the undersigned's true and lawful attorneys-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
stock of Post Holdings Partnering Corporation, a Delaware
corporation (the "Company"), any Schedule 13D or Schedule 13G, and
any amendments, supplements or exhibits thereto (including any joint
filing agreements) required to be filed by the undersigned under
Section 13 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (the "Exchange
Act"), and any Forms 3, 4 and 5 and any amendments, supplements or
exhibits thereto required to be filed by the undersigned under
Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4 or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the stock of the
Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by
such attorneys-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorneys-in-fact may approve in such
attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
PHPC SPONSOR, LLC
By: /s/ Robert V. Vitale
-------------------------------------
Name: Robert V. Vitale
Title:President
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
May 25, 2021
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Robert V. Vitale, Bradly A. Harper, Elizabeth Minogue and Morri
Lammert, each signing singly, as the undersigned's true and lawful attorneys-in-
fact, with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or beneficial owner of shares of
stock of Post Holdings Partnering Corporation, a Delaware
corporation (the "Company"), any Schedule 13D or Schedule 13G, and
any amendments, supplements or exhibits thereto (including any joint
filing agreements) required to be filed by the undersigned under
Section 13 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (the "Exchange
Act"), and any Forms 3, 4 and 5 and any amendments, supplements or
exhibits thereto required to be filed by the undersigned under
Section 16(a) of the Exchange Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedule 13D, Schedule 13G, Form 3, 4 or 5 and
timely file such forms with the United States Securities and
Exchange Commission and any stock exchange on which the stock of the
Company is then listed; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by
such attorneys-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorneys-in-fact may approve in such
attorneys-in-fact's discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.
POST HOLDINGS, INC.
By: /s/ Diedre J. Gray
-------------------------------------
Name: Diedre J. Gray
Title:EVP, General Counsel and CAO,
Secretary
Joint Filer Information
Name of Joint Filer: PHPC Sponsor, LLC
Address of Joint Filer: 2503 S. Hanley Road
ST. Louis, Missouri 63144
Relationship of Joint Filer
to Issuer: 10% Owner
Issuer Name and Ticker or
Trading Symbol: Post Holdings Partnering Corporation
[PSPC]
Date of Event Requiring Statement
(Month/Day/Year): 05/25/2021
Designated Filer: Post Holdings Partnering Corporation
Signature:
By: Elizabeth Minogue, Attorney-in-Fact for PHPC Sponsor, LLC
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Dated: 05/25/2021
Joint Filer Information
(continued)
Name of Joint Filer: Post Holdings, Inc.
Address of Joint Filer: 2503 S. Hanley Road
St. Louis, Missouri 63144
Relationship of Joint Filer
to Issuer: 10% Owner
Issuer Name and Ticker or
Trading Symbol: Post Holdings Partnering Corporation
[PSPC]
Date of Event Requiring Statement
(Month/Day/Year): 05/25/2021
Designated Filer: Post Holdings Partnering Corporation
Signature:
By: Elizabeth Minogue, Attorney-in-Fact for Post Holdings, Inc.
-------------------------------------------------------------------------
Dated: 05/25/2021