SEE REVERSE FOR CERTAIN DEFINITIONS
PERSHING SQUARE TONTINE HOLDINGS, LTD.
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH OF ONE
WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK AND A CONTINGENT RIGHT TO RECEIVE ADDITIONAL WARRANTS
THIS CERTIFIES THAT
is the owner of
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK, AND A CONTINGENT RIGHT TO RECEIVE ADDITIONAL WARRANTS.
Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the Company), one-ninth (1/9) of one redeemable warrant (each whole warrant, a Detachable Redeemable Warrant) and the right to receive an additional amount of redeemable warrants (each whole such warrant, a Distributable Tontine Redeemable Warrant, and together with the Detachable Redeemable Warrant, a Warrant). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $23.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a Business Combination), or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2020, unless Citigroup Global Markets Inc., Jefferies LLC and UBS Securities LLC elect to allow earlier separate trading, subject to the Companys filing of a Current Report on Form 8- K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. Each share of Common Stock included in this Unit that is not redeemed by the holder thereof will have the right to receive that number of Distributable Tontine Redeemable Warrants equal to two-ninths of the aggregate number of Units issued in the Companys initial public offering (including pursuant to any exercise of the underwriters over-allotment option) divided by the number of shares of Common Stock underlying the Units that are outstanding immediately after the redemption of such shares in connection with the Companys initial Business Combination, and such right shall not be transferable separately from such share of Common Stock at any time. The terms of the Warrants are governed by a Warrant Agreement, dated as of ___________, 2020, between
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at One State Street, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
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