WHEREAS, on July 21, 2020, the Company entered into that certain Sponsor Warrant Purchase Agreement (the Sponsor Warrant Purchase Agreement) with Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase warrants in a private placement simultaneously with the closing of the Offering, exercisable for a number of shares of Common Stock (as defined below) and on such terms as set forth herein, bearing the legend set forth in Exhibit B hereto (the Sponsor Warrants) at a purchase price of $65,000,000 (the Sponsor Warrant Purchase Price);
WHEREAS, on July 21, 2020, the Company entered into that certain Director Warrant Purchase Agreement among the Company and certain of its independent directors (each, a Director Warrant Purchase Agreement), pursuant to which each such director will purchase, in a private placement occurring simultaneously with the closing of the Offering, a warrant (a Director Warrant), for a purchase price of up to $812,500, with an aggregate purchase price for all Director Warrants to be issued of $2,837,500 which will be exercisable for a number of shares of Common Stock as provided in that certain Director Warrant Agreement, dated July 21, 2020, between the Company and the Warrant Agent;
WHEREAS, the Company filed with the Securities and Exchange Commission (the Commission) on June 22, 2020 a registration statement on
Form S-1, File No. 333-239342, as may be amended (the Registration Statement), and will file a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Redeemable Warrants and Class A Common Stock comprising the Units and the contingent right to receive the Distributable Tontine Redeemable Warrants;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Director Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Director Warrants, the terms upon which it shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holder of the Director Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Director Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
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APPOINTMENT OF WARRANT AGENT
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Director Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.