THIS PROMISSORY NOTE (NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED
| || |
|Principal Amount: Up to $1,500,000 || ||Dated as of June 20, 2020|
|New York, New York || |
Pershing Square Tontine Holdings, Ltd., a Delaware corporation and blank check company (the Maker), promises to pay to the order of Pershing Square TH Sponsor, LLC or its registered assigns or successors in interest (the Payee), or order, the principal sum of up to One Million Five Hundred Thousand Dollars ($1,500,000), as amended from time to time, in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note hereby amends and restates the promissory note, dated May 8, 2020, issued by the Maker to the Payee.
|1. || |
Principal. The principal balance of this Note shall be payable by the Maker no later than the date that is twenty-four (24) months from the date on which Maker consummates an initial public offering of its securities (or thirty (30) months from the closing of such initial public offering if Maker has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination within twenty-four (24) months from the closing of the initial public offering but has not completed its initial business combination within such twenty-four (24) month period). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
|2. || |
Interest. Interest shall accrue monthly on the unpaid principal amount of this Note at the applicable federal rate (as defined in the Internal Revenue Code of 1986, as amended) for such month, and shall be payable at maturity.
|3. || |
Drawdown Requests. Maker and Payee agree that Maker may request up to One Million Five Hundred Thousand Dollars ($1,500,000) for costs reasonably related to Makers initial public offering of its securities or for expenses related to the initial business combination. The principal of this Note may be drawn down from time to time prior to the initial business combination, upon written request from Maker to Payee (each, a Drawdown Request). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| || |
|PERSHING SQUARE TONTINE HOLDINGS, LTD.|
|By: || || |
/s/ William A. Ackman
| || ||Name: William A. Ackman|
| || ||Title: Chief Executive Officer|
[Signature Page to Amended and Restated Promissory Note]