Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Underwriting AgreementUnderwriting Agreement • July 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • 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 [●], 2020Warrant Agreement • July 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [●], 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”).
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 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
This Director Forward Purchase Agreement (this “Agreement”) is entered into as of July [●], 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and [●] (“Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 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 __, 2020Sponsor Warrant Agreement • July 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
DIRECTOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July , 2020Director Warrant Agreement • July 13th, 2020 • Pershing Square Tontine Holdings, Ltd. • Blank checks • New York
