DIRECTOR WARRANT PURCHASE AGREEMENT
THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this Agreement), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (Pershing Square Tontine Holdings), and The Joseph S and Diane H Steinberg Charitable Trust (the Purchaser).
WHEREAS, Pershing Square Tontine Holdings is engaged in an initial public offering (the Public Offering) of units of its equity securities for the purpose of financing its initial business combination through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Pershing Square Tontine Holdings and one or more businesses (the Business Combination);
WHEREAS, as a result of the initial Business Combination, and immediately following the transactions occurring in connection therewith in order to effect the initial Business Combination, the continuing publicly traded corporation may be either Pershing Square Tontine Holdings or another entity (the Company, with respect to both Pershing Square Tontine Holdings, prior to the initial Business Combination, and with respect to the continuing publicly traded corporation, following the initial Business Combination);
WHEREAS, each of the units to be sold in the Public Offering will consist 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, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement);
WHEREAS, the amended and restated certificate of incorporation of the Company has duly authorized redeemable warrants to 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 the Public Offering or afterwards) that are outstanding after the time at which the Company redeems any shares of Class A Common Stock that the holders thereof have elected to redeem in connection with the Companys initial business combination, as set forth in the Registration Statement;
WHEREAS, Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the Sponsor) has agreed to purchase from the Company a warrant which will, upon consummation of the Companys initial business combination, become exercisable, in whole or in part, for that number of Shares (as defined below) constituting 5.95% of the Shares of the post-combination entity on a fully diluted basis at the time immediately following the initial business combination (as such share amount is defined in the Sponsor Warrant Agreement (as defined below)), at an exercise price equal to $24.00 per Share of the post-combination entity (the Sponsor Warrant);
WHEREAS, as payment in full for the Sponsor Warrant, the Sponsor shall pay an aggregate $65,000,000, and the fair market value of the Sponsor Warrant as of the date of the Public Offering was determined by the Company in consultation with a third-party, nationally recognized