REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the Business Combination);
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of May 7, 2020, pursuant to which the Sponsor purchased an aggregate of 100 shares of the Companys Class B common stock, par value $0.0001 per share (the Class B Shares);
WHEREAS, the shares of Class B Common Stock are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Class A Shares), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on June 21, 2020, the Company entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement) with 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 (the Forward Purchasers) pursuant to which, at any time subsequent to the date of the consummation of the Companys initial public offering (IPO) (but in no event later than immediately prior to consummation of the Companys Business Combination (the Business Combination Closing)), (i) the Company shall issue and sell to the Forward Purchasers, and the Forward Purchasers shall purchase in the aggregate from the Company, on a private placement basis, no less than $1,000,000,000 of units consisting of one Class A Share and one-third of one warrant, where each whole warrant is exercisable to purchase one Class A Share at an exercise price of $23.00 per share (each, a Forward Purchase Unit), at a purchase price of $20.00 per Forward Purchase Unit (the Forward Purchase Price) and (ii) the Forward Purchasers may, at their election, purchase in the aggregate from the Company, and the Company shall issue and sell to the Purchasers, on a private placement basis, up to an additional $2,000,000,000 of Forward Purchase Units at the Forward Purchase Price, in each case in accordance with the terms and conditions of the Forward Purchase Agreement;