This ASSIGNMENT AGREEMENT (this Agreement) is made on July 18, 2021 by and among Pershing Square Tontine Holdings, Ltd. a Delaware corporation (PSTH) on the one hand, and Pershing Square Holdings, Ltd., a Guernsey limited liability company (PSH), Pershing Square L.P. a Delaware limited partnership (PSLP), Pershing Square International, Ltd, a Cayman Islands exempted company (PSIL) and PS VII Master, L.P. (PSVII, and together with PSH, PSLP and PSIL, the PS Funds) on the other hand and any persons or entities which become party to this agreement as a result of their entry into the Joinder Agreement, a form of which is attached hereto as Annex A (such persons or entities the Affiliated Purchasers and together with the PS Funds, the Assignees).
Capitalized terms used and not defined herein shall have the meanings given to them in the SPA (as defined below).
WHEREAS, PSTH is a party to the Share Purchase Agreement, dated June 20, 2021(the SPA), between PSTH and Vivendi S.E., a corporation (société européenne) incorporated under the laws of France (Vivendi), pursuant to which PSTH agreed to purchase and Vivendi agreed to sell 10% of the share capital and voting rights (minus one share) of Universal Music Group B.V. a private company with limited liability organized under the laws of the Netherlands (UMG), on a fully diluted basis (the Sale Shares) for an aggregate purchase price of US$ 3,949,340,400.00 (the Purchase Price).
WHEREAS, Section 18.5 of the SPA provides that PSTH may transfer its rights under the SPA or of the Sale Shares to an Affiliate (as defined in the SPA);
WHEREAS, in accordance with the terms of the SPA and as permitted thereunder, PSTH wishes to assign its rights under the SPA, including to purchase the Sale Shares, to the Assignees, subject to certain conditions as described herein (the Assignment);
NOW, THEREFORE, in consideration of the foregoing, the mutual promises set forth hereinafter, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound, the Parties hereby agree as follows:
PSTH hereby assigns to the Assignees, and the Assignees hereby assume from PSTH, severally and jointly, all of PSTHs rights as Buyer under the SPA, subject to the satisfaction of the conditions set forth in Section 2 of this Assignment Agreement. The Assignees each agrees that it shall purchase Sale Shares from Vivendi under the SPA in such respective percentages and amounts to be communicated by the Assignees to PSTH and Vivendi S.E. on or before the fifth (5th) Business Day prior to the Closing (or in the case of any Affiliated Purchasers in accordance with the percentages and amounts set forth in such Affiliated Purchasers Joinder Agreement).
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Condition of Assignment
The continued effectiveness of the Assignment shall be subject to the condition that the PS Funds, together with any Affiliated Purchasers shall have committed to purchase an aggregate amount of share capital in UMG sufficient to ensure that the Assignees, in the aggregate, have committed to fund the Purchase Price; provided, however that (i) PSH hereby commits to purchase or cause to be purchased by one or several Affiliate(s) an aggregate amount of share capital in UMG representing at least 5% (five