July 21, 2020
Pershing Square Tontine Holdings, Ltd.
787 Eleventh Avenue, 9th Floor
New York, NY 10019
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Initial Public Offering
Ladies and Gentlemen:
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 Companys units (the Units), each comprised of one share of the Companys 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) will be distributed on a pro rata basis only to holders of record of the Class A Common Stock issued in the Public Offering (whether acquired in this Public Offering or afterwards) that are outstanding after the time at which the Company redeems any shares of Common Stock that the holders thereof have elected to redeem in connection with the Companys initial business combination. Such warrants are referred to as the Distributable Tontine Redeemable Warrants and, collectively, with the Detachable Redeemable Warrants, as the Redeemable Warrants. Each whole Redeemable Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $23.00 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the Prospectus) filed by the Company with the Securities and Exchange Commission (the Commission) and the Company shall apply to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 10 hereof.
This letter also is being delivered in connection with 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 each of the Forward Purchasers will purchase units (the Forward Purchase Units) for a minimum aggregate purchase price of $1,000,000,000, and may elect to purchase additional Forward Purchase Units for an aggregate purchase price of up to $2,000,000,000 (or such greater amount as determined pursuant to the Forward Purchase Agreement), with each Forward Purchase Unit having a purchase price of $20.00 and consisting of one share of the Class A Common Stock (the Forward Purchase Shares) and one-third of one warrant (the Forward Purchase