INDEMNITY AGREEMENTIndemnity Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Ben Hakim (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • November 12th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 12, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Michael Gonnella (“Indemnitee”).
Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Underwriting AgreementPershing Square Tontine Holdings, Ltd. • July 28th, 2020 • Blank checks • New York
Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 200,000,000 units (the “Units”) of the Company.
WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020Warrant Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 21, 2020, is by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DIRECTOR WARRANT PURCHASE AGREEMENTDirector Warrant Purchase Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Jacqueline Reses (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [●], 2020, is made and entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DIRECTOR FORWARD PURCHASE AGREEMENTDirector Forward Purchase Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
This Director Forward Purchase Agreement (this “Agreement”) is entered into as of July 21, 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Jacqueline Reses (“Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Pershing Square Tontine Holdings, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (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.
SPONSOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020Sponsor Warrant Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2020, is made and entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation ( “Pershing Square Tontine Holdings”), and Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
DIRECTOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020Director Warrant Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
Pershing Square Tontine Holdings, Ltd. New York, NY 10019Letter Agreement • July 28th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), Citigroup Global Markets Inc., Jefferies LLC and UBS Securities LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 200,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-ninth of one redeemable warrant (each, a “Detachable Redeemable Warrant”). In addition, the amended and restated certificate of incorporation of the Company provides that an aggregate of 44,444,444 redeemable warrants (assuming no exercise of the Underwriters’ over-allotment option
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 6th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 21, 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Pershing Square, L.P., a Delaware limited partnership, Pershing Square International, Ltd., a Cayman Islands exempted company, and Pershing Square Holdings, Ltd., a Guernsey company (each a “Purchaser”, and collectively, the “Purchasers”). The amount of Units (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Committed Purchase remains constant).
REGISTRATION RIGHTS AGREEMENT by and among UNIVERSAL MUSIC GROUP B.V., PERSHING SQUARE TONTINE HOLDINGS, LTD., and PERSHING SQUARE TH SPONSOR, LLC Dated as of June 20, 2021Registration Rights Agreement • June 28th, 2021 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
SHARE PURCHASE AGREEMENT dated as of June 20, 2021 among VIVENDI S.E. and PERSHING SQUARE TONTINE HOLDINGS, LTD.Share Purchase Agreement • June 28th, 2021 • Pershing Square Tontine Holdings, Ltd. • Blank checks
Pershing Square Tontine Holdings, Ltd. New York, NY 10019Pershing Square Tontine Holdings, Ltd. • July 6th, 2020 • Blank checks • New York
We are pleased to accept the offer Pershing Square TH Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 100 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”). The terms (this “Agreement”) on which Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”) is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
ASSIGNMENT AGREEMENTAssignment Agreement • July 19th, 2021 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
This ASSIGNMENT AGREEMENT (this “Agreement”) is made on July 18, 2021 by and among Pershing Square Tontine Holdings, Ltd. a Delaware corporation (“PSTH”) on the one hand, and Pershing Square Holdings, Ltd., a Guernsey limited liability company (“PSH”), Pershing Square L.P. a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd, a Cayman Islands exempted company (“PSIL”) and PS VII Master, L.P. (“PSVII,” and together with PSH, PSLP and PSIL, the “PS Funds”) on the other hand and any persons or entities which become party to this agreement as a result of their entry into the Joinder Agreement, a form of which is attached hereto as Annex A (such persons or entities the “Affiliated Purchasers” and together with the PS Funds, the “Assignees”).
INDEMNITY ASSUMPTIONIndemnity Assumption • July 19th, 2021 • Pershing Square Tontine Holdings, Ltd. • Blank checks
This INDEMNITY ASSUMPTION (this “Assumption”) is made on July 18, 2021 by and among Pershing Square Tontine Holdings, Ltd. a Delaware corporation (“PSTH”), on the one hand, and Pershing Square Holdings, Ltd., a Guernsey limited liability company (“PSH”), Pershing Square L.P. a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd, a Cayman Islands exempted company (“PSIL”) and PS VII Master, L.P. (“PSVII,” and together with PSH, PSLP and PSIL, the “PS Funds”) on the other hand and any persons or entities which become party to this agreement through execution of a joinder agreement (such persons or entities the “Affiliated Purchasers” and together with the PS Funds, the “Assignees”).
INDEMNIFICATION AGREEMENT dated as of June 20, 2021 among PERSHING SQUARE TONTINE HOLDINGS, LTD. and VIVENDI S.EIndemnification Agreement • June 28th, 2021 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
