Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Underwriting AgreementUnderwriting Agreement • July 28th, 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 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”).
INDEMNITY AGREEMENTIndemnification 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”).
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”).
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 AGREEMENTWarrant 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 10019Underwriting 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
