INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
DIRECTOR WARRANT PURCHASE AGREEMENTDirector Warrant Purchase Agreement • July 6th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July [ ], 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 [●] (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 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”).
SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • July 6th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of July [ ], 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”).
Pershing Square Tontine Holdings, Ltd. New York, NY 10019Letter Agreement • July 6th, 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 [●] of the Company’s units (including up to [●] units that may be purchased to cover over-allotments, if any) (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 [●] redeemable warra
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).
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:
