Exhibit 10.1

EXECUTION VERSION

June 20, 2021

Via E-mail

Pershing Square Tontine Holdings, Ltd. (the “Company”)

787 Eleventh Avenue,

9th Floor,

New York, NY 10019

Ladies and Gentlemen:

Each of the undersigned agrees to take the actions set forth below their respective names on Annex A to occur, each of which shall constitute a binding agreement as of the date hereof.

Each person’s commitments under this letter will continue until the earlier of the date on which they are fully satisfied or you announce that you are abandoning the Proposed Transaction.

[Signature Page Follows]

Acknowledged and Agreed:

Pershing Square Tontine Holdings, Ltd.

Annex A

Pershing Square Holdings, Ltd.

Pershing Square, L.P.

Pershing Square International, Ltd.

Shall enter into an Amended and Restated Forward Purchase Agreement on substantially the terms attached hereto as Exhibit A concurrently with the last funding of the Proposed Transaction thereunder.

Shall exercise such Additional Purchase amounts of the Forward Purchase Agreements as required by the Company to cause the conditions to the Proposed Transaction to be satisfied (currently anticipated to be an $600 million in the aggregate).

Shall, upon exercise of the Forward Purchase Agreement to fund the Proposed Transaction, exchange 1/3rd of the warrants issued as a result of that exercise for shares at the same exchange ratio as in the Warrant Exchange Offer that the Company contemplates will occur in connection with the Proposed Transaction.

Michael Ovitz (in his individual capacity as a director)

Jaqueline D. Reses (in her individual capacity as a director)

Shall, upon exercise of the Forward Purchase Agreement to fund the Proposed Transaction, exchange 1/3rd of the warrants issued as a result of that exercise for shares at the same exchange ratio as in the Warrant Exchange Offer that the Company contemplates will occur in connection with the Proposed Transaction.

Pershing Square TH Sponsor, LLC

Shall enter into the Amendment to the Sponsor Warrant Agreement on substantially the terms attached hereto as Exhibit B concurrently with the closing of the Proposed Transaction.

Lisa Gersh (in her individual capacity as a director)

Michael Ovitz (in his individual capacity as a director)

Jacqueline D. Reses (in her individual capacity as a director)

Joseph S. Steinberg (in his individual capacity as a director and as trustee of The Joseph S and Diane H Steinberg Charitable Trust)

Shall enter into an Amended and Restated Director Warrant Agreements on substantially the terms attached hereto as Exhibit C concurrently with the closing of the Proposed Transaction

Pershing Square Tontine Holdings, Ltd.

Shall enter into all of the transactions listed earlier in this Annex A.

Exhibit A

AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of [ ● ], 2021¹, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and 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 (each a “Purchaser”, and collectively, the “Purchasers”). The amount of Class A Shares (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time by the Purchasers without further input from the Company).

RECITALS

WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”);

WHEREAS, on June 21, 2020, the Company entered into a Forward Purchase Agreement with the Purchasers (the “Original Forward Purchase Agreement”), which obligated the Purchasers to purchase in the aggregate no less than $1,000,000,000 of Forward Purchase Units (as defined in the Original Forward Purchase Agreement) and permitted the Purchasers, at their election, to purchase up to an additional $2,000,000,000 of Forward Purchase Units, in each case pursuant to the terms and conditions of the Original Forward Purchase Agreement;

WHEREAS, on June 20, 2021, Vivendi S.E., a corporation incorporated under the laws of France (“Vivendi”), and the Company entered in a Share Purchase Agreement (the “Share Purchase Agreement”), pursuant to which the Company agreed to purchase from Vivendi [●] ordinary shares of Universal Music Group, Inc. (“UMG”) representing 10% of the share capital and voting rights of UMG on a fully diluted basis as set forth in the Share Purchase Agreement (the “Sale Shares”), which transaction will constitute the Initial Business Combination of the Company;

WHEREAS, on or prior to the date hereof, the Purchasers purchased in the aggregate approximately $1,600,000,000 of Forward Purchase Units pursuant to the terms and conditions of the Original Forward Purchase Agreement;

WHEREAS, the Company intends to distribute all or substantially all of the Sale Shares to holders of the Company’s outstanding common stock through a dividend in kind or similar transaction pursuant to or in connection with a registration statement on Form F-1 of UMG or such other appropriate form of registration statement as may be required by the Securities and Exchange Commission (the “Distribution”);

WHEREAS, the Company intends to identify and consummate another merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);

WHEREAS, the parties wish to amend and restate the Original Forward Purchase Agreement by entering into this Agreement, pursuant to which, among other changes and amendments as are set forth herein, at any time subsequent to the Distribution (but in no event later than the earlier of (a) immediately prior to consummation of the Company’s Business Combination (the “Business Combination Closing”) and (b) the Termination Date (as defined below)), the 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 $1,400,000,000 of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Shares”, and each Class A Share purchased hereunder, a “Forward Purchase Share”), at the Purchase Price (as defined below) in accordance with Section 1 herein and otherwise in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

(a)     Forward Purchase Shares.

(i)     Elective Purchase. At any time subsequent to the Distribution (but in no event later than the earlier of (a) immediately prior to the Business Combination Closing and (b) the Termination Date), the Purchasers may, at their election, purchase up to $1,400,000,000 of Forward Purchase Shares, at a price per Forward Purchase Share equal to the Purchase Price (the “Elective Purchase”). The Elective Purchase shall be effectuated, if at all and at the Purchasers’ election, in one or more private placements of Forward Purchase Shares. The closing of any such private placement shall occur as soon as practicable but no later than three Business Days after the Purchasers shall have issued a notice (an “Elective Purchase Election Notice”) to the Company electing to consummate all or such portion of the Elective Purchase. Any Elective Purchase as set forth in this Section 1(a)(i) shall be allocated among the Purchasers by multiplying the amount of such Elective Purchase by a fraction, (x) the numerator of which is the gross assets under management of such Purchaser as of the last day of the month prior to such Elective Purchase, and (y) the denominator of which is the gross assets under management of the Purchasers in the aggregate as of the last day of the month prior to such Elective Purchase, adjusted in each case for future capital activity, including but not limited to anticipated redemptions, as deemed necessary. The right to consummate the Elective Purchase as set forth in this Section 1(a)(i) shall be transferable or assignable by the Purchasers to the extent set forth in Section 4. If a partial exercise occurs of the Elective Purchase amount,

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the remainder will continue to exist as a right of the Purchasers. As used in this Agreement, “Business Day” shall mean any day except a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized by applicable law to close.

(ii)     Each Forward Purchase Share will consist of one Class A Share and have a purchase price (the “Purchase Price”) equal to Net Asset Value. “Net Asset Value”, as used in connection with any private placement comprising all or part of the Elective Purchase, means the net asset value per Class A Share as of the close of business on the date that is two Business Days before the date of closing of such private placement, on an after tax basis as if all assets were converted into cash (taking into account any resulting tax) and ignoring any assets or liabilities that United States generally accepted accounting principles might otherwise ascribe to warrants issued by the Company, as reasonably determined in good faith by the Company and agreed to by the Purchasers. Upon the occurrence of an Elective Purchase, the respective Purchaser (or transferee if applicable) will deliver in free and clear funds (to an account notified by the Company to the Purchaser (or transferee if applicable)) the aggregate purchase price therefor and the Company shall issue the Forward Purchase Shares, equal to the amount of Elective Purchase set forth in the relevant Election Notice.

(iii)     The Company shall issue the Forward Purchase Shares to the Purchasers in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchasers (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchasers, as applicable pursuant to written instructions delivered by the Purchasers.

(b)     Legends. Each book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(c)     Certificates. The Company shall cooperate with a Purchaser, at its request, to facilitate the timely preparation and delivery of physical certificates representing the Forward Purchase Shares and enable such certificates to be in such denominations or amounts, as the case may be, as the Purchasers may reasonably request and registered in such names as the Purchasers may request. Any such physical certificates shall be stamped or otherwise imprinted with a legend substantially in the form set forth in Section 1(b).

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(d)     Legend Removal. If the Forward Purchase Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), then at the Purchasers’ request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b) and Section 1(c). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Forward Purchase Shares without any such legend.

2.     Representations and Warranties of the Purchasers. Each Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a)     Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b)     Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)     Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

(d)     Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

(e)     Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present

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intention of selling, granting any participation in, or otherwise distributing the same in violation of law (other than as set forth herein). By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than another Purchaser) to sell, transfer or grant participations to such Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

(f)     Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Shares with the Company’s management.

(g)     Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares for resale, except as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

(h)     No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.

(i)     High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.

(j)     Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(k)     No General Solicitation. Neither the Purchaser, nor, to its knowledge, any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.

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(l)     Residence. The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature page hereof.

(m)     Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.

(n)     No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

3.     Representations and Warranties of the Company. The Company represents and warrants to the Purchasers as follows:

(a)     Organization and Corporate Power. The Company is a corporation duly incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.

(b)     Capitalization. On the date hereof, the authorized share capital of the Company consists of:

(i)     3,000,000,000 Class A Shares, [●] of which are issued and outstanding.

(ii)     20,000,000 Class B Shares, none of which are issued and outstanding.

(iii)     1,000,000 preferred shares, none of which are issued and outstanding.

(c)     Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement and to issue the Forward Purchase Shares has been taken or will be taken prior to the closing of the purchase and sale thereof (each, a “Forward Closing”). All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of a Forward Closing, and the issuance and delivery of the Forward Purchase Shares has been taken or will be taken prior to a Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.

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(d)     Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

(e)     Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable state securities laws, if any, and pursuant to the Registration Rights.

(f)     Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default of any provisions of the Charter, bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(g)     No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.

(h)     No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company (including with respect to its previous business activities), this offering, or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchasers in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

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4.     Transfer. All of the Purchasers’ rights and obligations hereunder with respect to the Elective Purchase (including the Purchasers’ right to exercise the Elective Purchase) may be transferred or assigned, at any time and from time to time and in whole or in part, to any entity that is managed by Pershing Square Capital Management, L.P., but not to other third parties (each such transferee or assignee, a “Transferee”). Upon any such transfer or assignment:

(a)     the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchasers’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares such Transferee shall have the right to purchase (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchasers hereunder with respect to the Transferee Securities, and references herein to the “Purchasers” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchasers and any such Transferee shall be several and not joint and shall be made as to the Purchasers or any such Transferee, as applicable, as to itself only; and

(b)     upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares permitted to be purchased by the Purchasers in the Elective Purchase hereunder shall be reduced by the total number of Forward Purchase Shares permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchasers and the Company amending Schedule A to this Agreement to reflect each transfer. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A need be so amended and updated and executed by each of the Purchasers and the Company upon the occurrence of any such transfer of Transferee Securities.

5.     Additional Agreements and Acknowledgements of the Purchasers.

(a)     Voting. Each Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, such Purchaser shall vote any Class A Shares owned by it in favor of any proposed Business Combination.

(b)     No Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), each of such foregoing instruments that is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers.

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6.     Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on the New York Stock Exchange (or another national securities exchange).

7.     Forward Closing Conditions.

(a)     The obligation of each Purchaser to purchase the Forward Purchase Shares at a Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to such Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i)     (A) With respect to a Forward Closing occurring on the date of the Business Combination Closing, the Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Shares and (B) with respect to a Forward Closing occurring prior to the date of the Business Combination Closing, Purchasers shall not have delivered to the Company a revocation of the Election Notice with respect to such Forward Purchase;

(ii)     The Company shall have delivered to the Purchasers a certificate evidencing the Company’s good standing as a Delaware corporation;

(iii)     The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of such Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;

(iv)     The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Forward Closing; and

(v)     No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchasers of the Forward Purchase Shares.

(b)     The obligation of the Company to sell the Forward Purchase Shares at a Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to such Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

(i)     (A) With respect to a Forward Closing occurring on the date of the Business Combination Closing, the Business Combination shall be consummated substantially

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concurrently with the purchase of the Forward Purchase Shares and (B) with respect to a Forward Closing occurring prior to the date of the Business Combination Closing, Purchasers shall not have delivered to the Company a revocation of the Election Notice with respect to such Forward Purchase;

(ii)     The representations and warranties of the Purchasers set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of such Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchasers or their ability to consummate the transactions contemplated by this Agreement;

(iii)     The Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to such Forward Closing; and

(iv)     No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchasers of the Forward Purchase Shares.

(c)     Termination. This Agreement (a) may be terminated at any time prior to the Termination Date only by the mutual written consent of the Company and the Purchasers and (b) shall terminate automatically on the date that is five (5) years after the date on which the Distribution is consummated (the “Termination Date”). Termination pursuant to this Section 8 shall not relieve either party from liabilities or damages arising out of fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.

8.     General Provisions.

(a)     Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Pershing Square Tontine Holdings, Ltd., 787 Eleventh Avenue, 9th Floor, New York, New York 10019, Attention: Steve Milankov and emailed to milankov@persq.com, with a copy sent to the Company’s counsel at Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Stephen Fraidin, Esq. and Gregory P. Patti, Jr., Esq., and emailed to stephen.fraidin@cwt.com and greg.patti@cwt.com.

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All communications to the Purchasers shall be sent to the Purchasers’ address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).

(b)     No Finder’s Fees. Each of the parties represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchasers agree to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchasers or their respective officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchasers from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c)     Adjustments to Notional Amounts. In the event of any change to the capital structure of the Company, whether dilutive or otherwise, by way of a stock dividend or stock split, or any other dividend however described, the Forward Purchase Shares and the Purchase Price will be adjusted to account for such changes.

(d)     Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement or (subject to Section 8 herein) the termination hereof.

(e)     Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(f)     Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(g)     Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(h)     Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

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(i)     Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(j)     Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

(k)     Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(l)     Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(m)     Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.

(n)     Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(o)     Expenses. Each of the Company and the Purchasers will bear its own costs and expenses incurred in connection with the performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Shares.

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(p)     Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

(q)     Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(r)     Specific Performance. The Purchasers agree that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchasers in accordance with the terms hereof and that the Company shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE SHARES:

Schedule A as of , 202[    ], accepted and agreed to as of this day of , 202[    ] by:

Exhibit B

Amendment to Sponsor Warrant Agreement

This Amendment (this “Amendment”) to the Sponsor Warrant Agreement, dated as of July 21, 2020 (the “Agreement”), by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), is entered into as of [●]¹, 2021 (the “Effective Date”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement.

Recitals

A.     Pershing Square Tontine Holdings, the Warrant Agent and Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with Pershing Square Tontine Holdings and the Warrant Agent, the “Parties”), wish to amend the Agreement as provided herein.

B.     The Sponsor is the only Registered Holder of Warrants, and Section 8.9 of the Agreement authorizes this Amendment if the Sponsor consents in writing thereto.

C.     The Sponsor has approved the Amendment, and its execution hereof constitutes its written consent thereto.

D.     Accordingly, the amendments specified in this Amendment are effective as of the Effective Date.

Amendments

Section 1.2 Amendment to Warrant Price. Each reference to $24 in Section 3.1 of and Exhibit A to the Agreement (and in any Sponsor Warrant Certificate) is hereby amended to be a reference to an amount equal to 120% of the Net Asset Value (as that term is defined for purposes of the final purchase in the Forward Purchase Agreement as amended as of the Effective Date).

Section 1.3 No Other Amendments. Except to the extent amended hereby, the provisions of the Agreement shall remain in full force and effect.

Section 1.4 Incorporated Provisions. Sections 8.3 (Applicable Law), 8.7 (Counterparts), 8.8 (Effect of Headings) and 8.10 (Severability) of the Agreement are incorporated herein by reference, mutatis mutandis.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written, and upon such execution the amendments set forth in this Amendment shall become effective.

Exhibit C

Amendment to Director Warrant Agreement

This Amendment (this “Amendment”) to the Director Warrant Agreement, dated as of July 21, 2020 (the “Agreement”), by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), is entered into as of [●]¹, 2021 (the “Effective Date”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement.

Recitals

A.     Pershing Square Tontine Holdings, the Warrant Agent and the undersigned Registered Holders of Director Warrants (the “Director Holders” and, together with Pershing Square Tontine Holdings and the Warrant Agent, the “Parties”), wish to amend the Agreement as provided herein.

B.     The Director Holders are the only Registered Holders of Warrants, and Section 8.9 of the Agreement authorizes this Amendment if the Director Holders consent in writing thereto.

C.     The Director Holders have approved the Amendment, and their execution hereof constitutes their written consent thereto.

D.     Accordingly, the amendments specified in this Amendment are effective as of the Effective Date.

Amendments

Section 1.2     Amendment to Number of Director Warrant Shares. The first occurrence of the phrase “the product of” in the formula defining the number of Director Warrant Shares for which a Director Warrant is initially exercisable as it appears in Section 3.1(a) of and Exhibit A to the Agreement (and in any executed Director Warrant Certificate) is hereby amended to read “27.5118% of the product of”.    

Section 1.3     Amendment to Warrant Price. Each reference to $24 in Section 3.1 of and Exhibit A to the Agreement (and in any executed Director Warrant Certificate) is hereby amended to be a reference to an amount equal to 120% of the Net Asset Value (as that term is defined for purposes of the final purchase in the Forward Purchase Agreement as amended as of the Effective Date).

Section 1.4     Amendment to Section 6 Requiring Issuance of Shares. Section 6 of the Agreement is hereby amended to add to the end thereof a new Section 6.5 that reads in its entirety as follows:

Section 6.5 Issuance of Shares on or After Effective Date of Amendment. Pershing Square Tontine Holdings shall, on or as promptly as practicable after [●], 2021² (the “Amendment Effective Date”), issue to the Registered Holders, pro rata in accordance with the respective purchase prices they initially paid for their Director Warrants, an aggregate of 1,167,450 shares of Common Stock. The shares issuable to each Registered Holder as required by the preceding sentence shall be (a) rounded down if necessary to the nearest whole share in order to avoid the issuance of fractional shares, (b) validly issued, fully paid and nonassessable and (c) registered in such name or names as directed by such Registered Holder. Such shares (and any securities distributed in respect thereof, including without limitation the ordinary shares of Universal Music Group B.V. expected to be distributed on such shares in due course after the Effective Date) shall be subject to the restrictions on transfer applicable to Director Warrant Shares as specified in Section 2.7 of this Agreement (except that for purposes of applying those restrictions to such shares and securities, the period referred to in Section 2.7(i) shall be deemed to be three years after the Amendment Effective Date). Such shares shall bear a customary legend referring to such restrictions as well as applicable restrictions under the securities laws) and shall be treated as having been issued on exercise of Director Warrants for purposes of the Registration Rights Agreement referred to in Section 6.4(a) of this Agreement.

Section 1.5     No Other Amendments. Except to the extent amended hereby, the provisions of the Agreement shall remain in full force and effect.

Section 1.6     Incorporated Provisions. Sections 8.3 (Applicable Law), 8.7 (Counterparts), 8.8 (Effect of Headings) and 8.10 (Severability) of the Agreement are incorporated herein by reference, mutatis mutandis.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written, and upon such execution the amendments and agreements set forth in this Amendment shall become effective.

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

UNIVERSAL MUSIC GROUP B.V.,

PERSHING SQUARE TONTINE HOLDINGS, LTD.,

and

PERSHING SQUARE TH SPONSOR, LLC

Dated as of June 20, 2021

TABLE OF CONTENTS

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made on June 20, 2021,

BY AND AMONG:

RECITALS

WHEREAS:

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Definitions.

(a)    As used in this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the board of directors of the Company after consultation with the Company’s outside securities counsel, (i) would be required to be included in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public at such time.

“Agreement” means this Registration Rights Agreement, as amended, modified or supplemented from time to time, in accordance with the terms hereof, together with any exhibits, schedules or other attachments hereto.

“Applicable Law” has the meaning set forth in the Share Purchase Agreement.

“Buyer Distributee” has the meaning set forth in the Recitals.

“Buyer Distribution” has the meaning set forth in the Recitals.

“Buyer Party” means each of Buyer and Sponsor.

“Buyer Tender Offers” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Company Information” has the meaning set forth in Section 4.

“control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise

“Distribution Registration Statement” has the meaning set forth in Section 2(a).

“Equity Securities” means Ordinary Shares, shares of any other class of ordinary shares or common or preferred stock of the Company and any options, warrants, rights or securities of the Company convertible into or exchangeable for Ordinary Shares or common or preferred stock of the Company.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filing Target” has the meaning set forth in Section 2(a).

“Governmental Entity” means any United States or foreign (i) federal, state, local, municipal or other government, (ii) governmental or quasi-governmental entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including, without limitation, any arbitral tribunal.

“Listing” has the meaning set forth in the Recitals.

“Misstatement” has the meaning set forth in Section 2(d)(vii).

“Ordinary Shares” means the ordinary shares, par value €10 per share, of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event).

“Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof.

“Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to the Sale Shares, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.

“Registration Statement” means any registration statement of the Company (or any Person which directly or indirectly controls the Company) under the Securities Act on any appropriate form under the Securities Act for the distribution or resale of the Sale Shares in the manner contemplated by this Agreement, including the Prospectus, all amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

“Resale Filing Target” has the meaning set forth in Section 2(b).

“Resale Registration Statement” has the meaning set forth in Section 2(b).

“Sale Shares” has the meaning set forth in the Recitals.

“SEC” means the Securities and Exchange Commission or any successor agency administering the Securities Act and the Exchange Act at the time.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Seller” has the meaning set forth in the Recitals.

“Seller Distribution” has the meaning set forth in the Recitals.

“Selling Expenses” means all selling commissions and stock transfer taxes applicable to the sale of the Sale Shares.

“Share Appreciation Trust” has the meaning set forth in the Recitals.

“Sponsor” has the meaning set forth in the Preamble.

“Transfer” means, when used as a noun, any direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, gift, pledge, assignment, attachment or other transfer (including the creation of any derivative or synthetic interest, including a participation or other similar interest) and, when used as a verb, voluntarily to directly or indirectly sell, dispose, hypothecate, mortgage, gift, pledge, assign, attach or otherwise transfer, in any case, whether by operation of law or otherwise.

“Tender Offer Documents” has the meaning set forth in Section 4.

(b) In addition to the above definitions, unless the context requires otherwise:

(i) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(ii) The headings and other captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(iii) References to Sections are to Sections of this Agreement unless otherwise specified.

(iv) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, unless the context otherwise requires.

(v) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

(vi) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(vii) References to any law include any rules and regulations promulgated thereunder. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person.

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(viii) The Parties have participated jointly in the negotiation and drafting of this Agreement and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Section 2. Registration.

(a) Distribution Registration Statement. Beginning on the earlier of (i) the Seller Distribution and (ii) October 1, 2021 (the “Filing Target”), the Company shall prepare and, as promptly thereafter as practicable, file with the SEC a Registration Statement registering the distribution of all Sale Shares in the Buyer Distribution (the “Distribution Registration Statement”), provided, that before filing the Distribution Registration Statement or any amendments or supplements thereto, the Company shall furnish to the Buyer Parties for such registration drafts of all documents proposed to be filed, which drafts shall be subject to review by counsel to the Buyer Parties, and give the Buyer Parties participating in such registration (i) a reasonable opportunity to comment on such documents; (ii) respond to such comments in good faith; and (iii) keep such Buyer Parties reasonably informed as to the registration process.

(b) Resale Registration Statement. If the Buyer determines, after consultation with counsel, that the Buyer would not be able to complete the Buyer Distribution under a Distribution Registration Statement then the Company shall cause to be filed as promptly as practicable a Registration Statement pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”), relating to the Sale Shares; provided that such Resale Registration Statement shall be filed, on or prior to the later of (1) sixty (60) days after the date on which the Buyer determines that the Distribution Registration Statement is not sufficient to effect the distribution of all Sale Shares in the Buyer Distribution and (2) the Filing Target (the “Resale Filing Target”), provided, that in connection with the Resale Registration Statement, the Company shall comply with the obligations under the proviso to subsection (a) of this Section 2 with respect to such resale registration; provided, further, that, if the filing of a Resale Registration Statement in respect of the Sale Shares at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Buyer, delay the filing of, such Resale Registration Statement for the shortest period of time, but in no event for more than forty-five (45) days in the aggregate for all such delays, determined in good faith by the Company to be necessary for such purpose.

(c) Furnish Information. It is a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 that the Buyer Parties shall furnish to the Company such information regarding themselves, the Sale Shares held by them and the intended method of disposition of such Sale Shares as shall be required to be included in any Registration Statement to timely effect the registration of the Sale Shares.

(d) Registration Procedures. The Company shall use its reasonable best efforts to effect and facilitate the registration, offering, distribution and, if required, resale, of such Sale Shares in accordance with this Section 2 as expeditiously as reasonably practicable and, pursuant thereto, the Company shall as expeditiously as reasonably practicable and as applicable:

(i) use its reasonable best efforts to (x) cause the Registration Statement filed pursuant to Section 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof; (y) cause the Registration Statement filed pursuant to Section 2(b) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof, and (z) keep any Registration Statement effective and in compliance with the Securities Act and useable for the offering and distribution and, if required, resale, of the Sale Shares (A) in the case of the Distribution Registration Statement, until such time as all Sale Shares have been distributed in the

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Buyer Distribution, and (B) in the case of the Resale Registration Statement, until the earlier of (x) the date all Sale Shares have been sold or such Sale Shares can be sold without volume and manner of sale restrictions pursuant to Rule 144 under the Exchange Act or (y) 1 year following the effectiveness date of the Resale Registration Statement, in each of (A) and (B), including by filing successive replacement or renewal Registration Statements upon the expiration of such Registration Statement;

(ii) prepare and file with the SEC such amendments and supplements to any Registration Statement and any Prospectus used in connection with a Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Sale Shares covered by any Registration Statement and to ensure that any Registration Statement and any Prospectus do not at any time include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements included therein not misleading;

(iii) furnish to the Buyer Parties and the Buyer Distributees such number of copies of any Prospectus included in any Registration Statement (and any preliminary prospectus and any free writing prospectus (as defined in Rule 405 of the Securities Act)), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Sale Shares in the Buyer Distribution;

(iv) use its reasonable efforts to register and qualify the securities covered by any Registration Statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Buyer Parties, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(v) use its reasonable best efforts to cause all Sale Shares covered by any Registration Statement to be registered with or approved by such other Governmental Entities or self-regulatory bodies as may be necessary to enable each Buyer Party participating in the registration to consummate the disposition of such Sale Shares in accordance with the intended method or methods of disposition thereof;

(vi) promptly notify each Buyer Party:

(1) each time when any Registration Statement, any pre-effective amendment thereto, any Prospectus or any Prospectus supplement or any post-effective amendment to any Registration Statement has been filed and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective;

(2) of any oral or written comments by the SEC or of any request by the SEC for amendments or supplements to any Registration Statement or any Prospectus or for any additional information regarding the Buyer Parties or the Buyer Distributees;

(3) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Sale Shares for sale under the applicable securities or blue sky laws of any jurisdiction.

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(vii) notify the Buyer at any time prior to the Buyer Distribution or resale of Sale Shares of (x) the issuance of any stop order by the SEC in respect of any Registration Statement, or (y) the happening of any event as a result of which any Prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (such statement or omission, a “Misstatement”); as soon as reasonably practicable at the request of the Buyer, file and furnish to the Buyer and Buyer Distributees a supplement or amendment to such Prospectus or free writing prospectus (to the extent prepared by or on behalf of the Company) such that any Prospectus used in connection with the Buyer Distribution or resale of Sale Shares will not contain a Misstatement (and each of the Buyer Parties shall forthwith discontinue disposition of the Sale Shares upon receipt of the notice set forth in this Section 2(d)(vii) until such supplement or amendment or free writing prospectus has so been furnished to the Buyer and Buyer Distributees and until the Company has advised the Buyer in writing that the use of the Registration Statement and Prospectus may be resumed) provided, that, in the case of a Resale Registration Statement, if the continued use of the Resale Registration Statement in respect of the Sale Shares at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Buyer, suspend use of, such Resale Registration Statement for the shortest period of time, but in no event for more than forty-five (45) days in the aggregate for all such suspensions, determined in good faith by the Company to be necessary for such purpose;

(viii) (i) furnish, on the date that any Registration Statement becomes effective, an opinion letter, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the Buyer, addressed to the Buyer; provided that, for the avoidance of doubt, such opinion letter shall not be required to include any negative assurance or other opinion regarding the disclosures in the Registration Statement and (ii) use reasonable efforts to obtain and furnish, on the date that any Registration Statement becomes effective, letters dated as of the effective date of any Registration Statement, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Buyer, addressed to the Buyer;

(ix) cause the Sale Shares to be listed on each securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on any securities exchange, cause the Sale Shares to be listed on the regulated markets of Euronext Amsterdam N.V. (or any other internationally recognized securities exchange mutually agreed upon by the Parties);

(x) cooperate with the Buyer Parties to facilitate the timely preparation and delivery of certificates representing Sale Shares to be sold and not bearing any restrictive legends;

(xi) not later than the effective date of the applicable registration statement, provide a CUSIP or ISIN number for the Sale Shares;

(xii) make available for inspection by the Buyer Parties and any attorney, accountant or other agent retained by the Buyer Parties, all corporate documents, financial and other records relating to the Company and its business reasonably requested by the Buyer Parties, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Buyer Parties and any attorney, accountant or other agent retained by the Buyer Parties in connection with the Buyer Distribution and make senior management of the

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Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access to information or personnel of the Company pursuant to this Section 2(c)(xii) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential and of which determination such Person is notified, unless such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;

(xiii) provide and cause to be maintained a transfer agent and registrar for all Sale Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement; and

(xiv) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, offering and distribution, and, if required, resale of such Sale Shares contemplated by this Agreement.

Section 3. Registration Expenses. The Company shall pay directly or promptly reimburse all costs, fees and expenses (other than Selling Expenses and other than the expenses payable by the Buyer Parties pursuant to the last sentence of this Section 3) incident to the Company’s performance of or compliance with this Agreement, including, without limitation, (i) all fees and expenses associated with filings to be made with, or the listing of any Sale Shares on, any securities exchange or over-the-counter trading market on which the Sale Shares are to be listed or quoted; (ii) all fees and expenses of complying with non-U.S. securities laws (including fees and disbursements of counsel for the Company in connection therewith); (iii) all transfer agent’s and registrar’s fees; (iv) all fees and expenses of counsel to the Company; and (v) all fees and expenses of the Company’s independent public accountants (including any fees and expenses arising from any special audits or “comfort letters”) and any other Persons retained by the Company in connection with or incident to any registration of Sale Shares pursuant to this Agreement. The Buyer Parties shall pay (i) all SEC and other registration and filing fees; (ii) any costs in connection with distributing Prospectuses in preliminary and final form as well as any supplements thereto); and (iii) the fees and expenses of any counsel engaged by such Buyer Parties.

Section 4. Company Information.

(a) The Company hereby agrees that in connection with the Buyer Tender Offers and the preparation and filing of each Schedule TO and the documents included therewith (the “Tender Offer Documents”) in connection with the Buyer Tender Offers, the Company shall provide such information regarding its business, financial condition and results of operations and financial statements as is reasonably necessary under applicable securities laws for the preparation and filing of the Tender Offer Documents (the “Company Information”) including, without limitation the information set forth on Annex A.

(b) Further, the above-described Company Information shall (x) in the case of each of clauses (i) and (ii) set forth on Annex A be prepared under International Financial Reporting Standards, and audited or reviewed as the case may be by the Company’s independent registered public accounting firm, and (y) be consistent in all material respects with the information to be included in any listing prospectus prepared by the Company in connection with the listing by the Company of any of the Ordinary Shares and in any Registration Statement.

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(c) In addition, the Company agrees that Buyer and its counsel and other representatives may make such further reasonable requests of the Company.

(d) Buyer hereby agrees that before filing the Tender Offer Documents or any amendments or supplements thereto, Buyer shall furnish to the Company drafts of all documents proposed to be filed that incorporate or reflect the Company Information and (i) give the Company a reasonable opportunity to comment on such documents; (ii) consider such comments in good faith; and (iii) keep such Company reasonably informed as to the Buyer Tender Offer process.

Section 5. Misstatements; Compliance with Securities Laws.

(a) The Company shall not (i) make or incorporate by reference (or cause to be made or incorporated by reference) any untrue statement of a material fact in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein; (ii) omit any material fact required to be stated in the foregoing materials or necessary to make the statements in such foregoing materials not misleading; or (iii) violate the Securities Act, the Exchange Act or any other applicable federal or state securities laws or any rules or regulations promulgated thereunder and relating to any action or inaction required of the Company in connection with any registration of the Sale Shares; provided, however that the foregoing covenant shall not apply to any information included or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by a Buyer Party for such purpose.

(b) No Buyer Party shall furnish to the Company any information in writing for use in (or to be incorporated by reference in) any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto, that contains (i) any untrue statement of a material fact; or (ii) omits any material fact required to be stated in the foregoing materials or necessary to make the statements in such foregoing materials, in light of the circumstances in which they are made, not misleading.

Section 6. Miscellaneous.

(a) No Inconsistent Agreements. The Company represents and warrants that it has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent with the rights granted to the Buyer Parties under this Agreement.

(b) Adjustments Affecting Sale Shares. The Company shall not take any action, or permit any change to occur, with respect to its Equity Securities which would materially and adversely affect the ability of the Buyer Parties or the Buyer Distributees to include such Sale Shares in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Sale Shares (including effecting a stock split or a combination of shares that would reasonably be expected to have such an effect).

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(c) Successors and Assigns.

(i) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and transferees. Neither this Agreement nor any right, benefit, remedy, obligation or liability arising hereunder may be assigned by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be null and void and of no effect, except that (i) the Company may assign this Agreement at any time in connection with a merger, acquisition, consolidation, sale of all or substantially all of the Company’s assets, reorganization or similar transaction involving the Company without the consent of the Buyer Parties and (ii) the Buyer Parties may assign this Agreement to any person to whom the Share Purchase Agreement is assigned in accordance therewith; provided, that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement.

(ii) In the event the Company engages in a merger, consolidation or corporate reorganization in which the Sale Shares are converted into securities of another company or contributed to another company, or if there are any changes in the Ordinary Shares by way of share split, stock dividend, combination or reclassification, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to the Buyer Parties by the issuer of such securities. To the extent any new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will, unless the Buyer Parties otherwise agree, use commercially reasonable efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement.

(d) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and transferees and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

(e) Specific Performance. The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by Applicable Law, (i) any and all defenses to any action for specific performance hereunder, including any defense based on the claim that a remedy at law would be adequate, and (ii) any requirement to post a bond or other security as a prerequisite to obtaining equitable relief.

(f) Governing Law. This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws that would otherwise require the application of the laws of any other jurisdiction.

(g) Consent to Jurisdiction, Venue and Service of Process.

(i) The Parties hereto agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York (collectively the “Designated Courts”). Each Party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Agreement may be brought in any other forum. Each Party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such Party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue.

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(ii)    The Parties agree that delivery of any process, summons, notice or document to a party hereof in compliance with Section 7(i) of this Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the Parties have submitted to jurisdiction as set forth above.

(h)    Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(i)    Notices. All notices, requests and other communications to any Party shall be in writing in the English language and shall be deemed effectively given: (i) upon delivery to the Party to whom the same is directed, (ii) when sent by electronic mail (unless the sender receives a message indicating failure to deliver or a similar error message) if sent prior to 5:00 pm on a Business Day in the place of receipt; if not, then on the next Business Day in the place of receipt, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) two (2) Business Days after deposit with an internationally recognized overnight courier, with written verification of receipt, in each case:

If to the Company:

Universal Music Group B.V.

‘s-Gravelandseweg 80,

1217 EW, Hilversum

The Netherlands

Attention: Vincent Vallejo

Phone:    +31658759846

E-Mail: vincent.vallejo@umusic.com

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue, 31st Floor

New York, NY

United States of America

Attention: Sebastian L. Fain; Pamela L. Marcogliese

E-Mail: sebastian.fain@freshfields.com; pamela.marcogliese@freshfields.com

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Freshfields Bruckhaus Deringer LLP

Strawinskylaan 10 1077 XZ

Amsterdam, The Netherlands

Attention: Dirk-Jan Smit

E-Mail: dirk-jan.smit@freshfields.com

If to Buyer:

Pershing Square Tontine Holdings, Ltd 787 Eleventh Avenue, 9th Floor

New York, NY 10019

United States of America Attention: Corporate Secretary

Email: milankov@persq.com

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

United States of America Attention: Joseph C Shenker, Scott D Miller and Olivier de Vilmorin

Email: shenkerj@sullcrom.com; millersc@sullcrom.com;

devilmorino@sullcrom.com

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

United States of America Attention: Stephen Fraidin and Gregory P. Patti, Jr.

Email: stephen.fraidin@cwt.com; greg.patti@cwt.com

If to Sponsor:

787 Eleventh Avenue, 9th Floor

New York, NY 10019

United States of America

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

United States of America Attention: Joseph C Shenker, Scott D Miller and Olivier de Vilmorin Email: shenkerj@sullcrom.com; millersc@sullcrom.com; devilmorino@sullcrom.com

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

United States of America

Attention: Stephen Fraidin and Gregory P. Patti, Jr.

Email: stephen.fraidin@cwt.com; greg.patti@cwt.com

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Any Party may change or supplement the addresses given above or designate additional addresses by giving the other Parties written notice of the new address in the manner set forth above. If to any other Person made a party to this Agreement, to such address as is designated by such Person in the counterpart to this Agreement in the form attached hereto as Exhibit A.

(j) Counterparts; Effectiveness. This Agreement may be executed (including by facsimile transmission or by e-mail of .pdf attachment) in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by all of the other Parties hereto. Until and unless each Party has received a counterpart hereof signed by all of the other Parties hereto, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

(k) Entire Agreement. This Agreement, together with the Share Purchase Agreement and the Transaction Documents (as defined in the Share Purchase Agreement), constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter covered hereby and thereby. Nothing in this Agreement shall have the effect of limiting or restricting any liability arising as a result of fraud.

(l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(m) Amendments; No Waivers; Cumulative Remedies.

(i) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(ii) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(n) Further Assurances. Each party to this Agreement shall cooperate and take such action as may be reasonably requested by another party to this Agreement in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

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(o)    Termination. This Agreement shall terminate with respect to the Buyer Parties upon such time as such Buyer Party ceases to hold or beneficially own any Sale Shares, provided that the provisions of this Section 6 shall survive such termination.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

[Signature Page to Registration Rights Agreement]

Annex A—Company Information

(i) (x) the audited consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of income, shareholders’ equity, cash flows and related notes for the fiscal years ended December 31, 2020 and 2019¹ (the “Annual Financial Statements”);

(ii) if the Tender Offer Documents are filed more than 9 months following the end of the Company’s fiscal year, the unaudited consolidated balance sheet of the Company and the related statements of income, cash flows, shareholders’ equity for a period of at least six months of the current fiscal year, and the corresponding period of the prior fiscal year (which, in each case, are subject to normal year-end adjustments) and related condensed footnote disclosures;

(iii) information regarding the Company’s history and development, business, legal proceedings and properties (see SEC Form 20-F Items 4 and 10, as applicable) including a description of the business done and intended to be done by the Company including revenue-generating activities, products and/or services, and any dependence on revenue-generating activities, key products, services, product families or customers; resources material to the business (including intellectual property, human resources); capital expenditures; off-balance sheet arrangements; description of principal properties; description of legal proceedings;

(iv) risk factors for the Company’s business/operations (see SEC Form 20-F Item 3.D);

(v) operating and financial review and prospects for the periods for which financial statements are provided under clause (i) and (ii) above (including market risk disclosures) (see SEC Form 20-F Item 5 and Item 11) including a description of the reasons for changes in income statement items, known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on financial statement items;

(vi) descriptions of the Company’s outstanding share capital, organizational documents and structure; information regarding the Company’s directors, officers and control persons and the indemnification of the same; material contracts; description of compensation matters and description of board governance practices (see SEC Form 20-F Items 3.B, 6 and 10); and

(vii) summary of transactions between the Company with related persons and certain control persons and the procedures to review such transactions (see SEC Form 20-F Item 7).

(viii) In the event the Buyer or the Company reasonably determine that other information may be necessary in order to confirm or ensure that the Tender Offer Documents (x) comply with applicable securities laws and (y) do not include any untrue statement of any material fact or omit any material fact required to be stated or necessary to make the statements in the Tender Offer Documents not misleading, the Buyer and the Company shall confer in good faith to determine if any additional information would be necessary for the Tender Offer Documents in order to meet the standards of the immediately preceding clauses (x) and (y).

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Exhibit 10.3

EXECUTION

INDEMNIFICATION AGREEMENT

dated as of June 20, 2021

among

PERSHING SQUARE TONTINE HOLDINGS, LTD.

and

VIVENDI S.E

Table of content

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION (this “Agreement”) is made on June 20, 2021,

BY AND AMONG:

WHEREAS:

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

The following terms, whenever used herein, shall have the following meanings for all purposes of this Agreement.

“Affiliate” means, with respect to any Person, any other Person who, as of the relevant time for which the determination of affiliation is being made, Controls, is Controlled by or is under common Control with such Person.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority or relevant stock exchange that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City, the State of Delaware, France or the Netherlands are required or authorized by Applicable Law to close.

“CRS” means the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard, or any amended or successor version.

“date hereof” and “date of this Agreement” means the date first written above.

“Control” (including, with correlative meanings, the terms “Controlling”, “Controlled by” and “under common Control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity securities in, or of the managing member, general partner or managing partner of, such other Person, or if such first Person, directly or indirectly, controls, appoints or has the ability to appoint or elect a majority of board of directors, managing member, general partner, managing partner or other similar governing body or position of such other Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder.

“FATCA” means Sections 1471 through 1474 of the U.S. Tax Code, or any amended or successor version.

“Governmental Authority” means (i) any transnational, domestic or foreign national, federal, regional, state, provincial, municipal or local government, including any political subdivision thereof; (ii) any governmental, regulatory or administrative authority, department, division, agency, body, board or commission; (iii) any public international organization (including any central bank, Tax or monetary authority); (iv) any instrumentality or officer acting in an official capacity on behalf of any of the foregoing; (v) any court, arbitral tribunal or committee exercising any executive, legislative, judicial, regulatory or administration functions of government; and (vi) any governing body of any securities exchange.

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“Indemnified Person Income Tax” means a Tax (including withholding or deduction relating to such Tax) that arises as a result of any matter relating to the identity or jurisdiction of any Indemnified Person, including any Taxes imposed on or measured by net income, franchise taxes, or branch profits taxes imposed as a result of any present or former connection between the Indemnified Person and the Taxing jurisdiction (other than a connection as a result of this Agreement and/or any of the transactions and documentation contemplated hereunder).

“Order” means any order, writ, judgment, injunction, decree, stipulation, determination, assessment, arbitration, decision or other award entered by or with any Governmental Authority.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Registration Statement” means a registration statement (which may include Tontine’s proxy statement) to register the Distribution under the Securities Act, which may not be filed with the U.S. Securities and Exchange Commission before October 1, 2021 pursuant to the SPA.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and rules and regulations promulgated thereunder.

“Subsidiary” means, with respect to any Person, any entity which is Controlled by such Person.

“Tax” means all forms of federal, state, provincial, county, local, municipal, and national taxes, duties, levies, social security contributions (or similar charges of any kind whatsoever, whether payable directly or by withholding, including, without limitation, income, franchise, property, sales, customs, registration, value added, employment, gains, and social security taxes, together with any interest, penalties and additions imposed with respect to such amounts), imposed by or payable to any Governmental Authority or Tax Authority whether direct or indirect, and including penalties, additions, interest, costs and expenses and any payment obligation by way of reimbursement, recharge, indemnity or damages relating to such taxes, duties, levies, social security contributions or other imposts or withholdings.

“Tax Authority” means any Governmental Authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any law in relation to Tax.

“U.S. Tax Code” means the Internal Revenue Code of 1986, as amended.

In this Agreement, unless otherwise specified:

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4

5

Tontine acknowledges and agrees that the Indemnified Persons may be third-party beneficiaries of the undertakings of the parties contained in this Agreement and shall have the right to enforce this Agreement against Tontine.

6

The rights and remedies provided in this Agreement shall be exclusive and in lieu of any other right, action, defence, claim or remedy of the Parties, except in the event of fraud.

Tontine represents and warrants to Vivendi as follows:

Tontine is duly organized, validly existing and in good standing under the laws of Delaware, with requisite power and authority to own, lease and operate its properties and carry on its business in all material respects as presently owned or conducted.

Tontine has all requisite authority and power to enter into, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized by all necessary action and no other proceedings are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Tontine and is enforceable against it in accordance with its terms.

The documentation in respect of the Tender Offers shall expressly state in a form agreed by Vivendi and the Company (such agreement not to be unreasonably withheld or delayed) that such documentation is the sole responsibility of Tontine and nothing contained in such documentation constitutes a statement or representation of Vivendi, the Company or any of their Affiliates, and Tontine is solely responsible for such documentation and its content.

The execution and delivery of this Agreement (i) do not result in any violation of the charter or by-laws or other constituent documents of Tontine, and (ii) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under any indenture, mortgage or loan or any other agreement or instrument to which Tontine is a party or by which Tontine is bound or to which its properties may be subject, and (iii) do not violate any existing Applicable Law, rule, regulation, judgment, order or decree or any Governmental Authority having jurisdiction over Tontine or any of its properties.

As of the date hereof, Tontine shall: (i) be able to pay its debts as they become due; (ii) own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) have adequate capital to carry on its business.

After giving effect to the Redemption TO and, as the case may be, the issuance by Tontine of $1.6 billion in forward purchase units to certain investment funds managed by Pershing Square Capital Management, L.P., or designees thereof, Tontine shall have $1.0 billion of cash and marketable securities (as defined under U.S. GAAP). Tontine shall continue to have $1.0 billion of cash, marketable securities and other property, in the aggregate, and shall not declare or pay any dividend or make any other payments or distribution (whether in cash, securities or other

7

property) on account of Tontine’s equity securities or to the direct or indirect holders of Tontine’s equity securities in their capacity as such; in each such case, until the earlier of (x) with the written agreement of Vivendi (which consent shall not be unreasonably withheld), substitution by Tontine of a creditworthy successor obligor that assumes in writing Tontine’s indemnification obligations under this Agreement or the provision of insurance or a surety bond in an amount similar to the amount of cash and marketable securities held by Tontine (or such other amount as otherwise agreed between the parties) or (y) completion by Tontine of a business combination, upon which Tontine shall procure that the surviving or combined entity expressly assumes in writing Tontine’s indemnification obligations under this Agreement (except, for the avoidance of doubt, those provided for under this paragraph).

There is no action pending or threatened against Tontine or any material portion of its properties or assets before any Governmental Authority with respect to which there is a substantial possibility of a determination which questions the validity or legality of this Agreement would reasonably be expected, individually or in the aggregate, to materially impair its ability to perform its undertakings under the Agreement.

All notices, requests and other communications to any party hereto shall be in writing in the English language and shall be deemed effectively given: (i) upon delivery to the party to whom the same is directed, (ii) when sent by electronic mail (unless the sender receives a message indicating failure to deliver or a similar error message) if sent prior to 5:00 pm on a Business Day in the place of receipt; if not, then on the next Business Day in the place of receipt, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) two (2) Business Days after deposit with an internationally recognized overnight courier, with written verification of receipt, in each case:

if to Tontine, to:

Pershing Square Tontine Holdings, Ltd

787 Eleventh Avenue, 9th Floor

New York, NY 10019

Attention: Corporate Secretary

Email: milankov@persq.com

with copies to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

United States of America

Attention: Joseph C Shenker, Scott D Miller and Olivier de Vilmorin

Email: shenkerj@sullcrom.com; millersc@sullcrom.com; devilmorino@sullcrom.com

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and

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

United States of America

Attention: Stephen Fraidin and Gregory P. Patti, Jr.

Email: stephen.fraidin@cwt.com; greg.patti@cwt.com

if to Vivendi, to:

Vivendi S.E.

42, avenue de Friedland

75008 Paris, France

Attention: Frédéric Crépin and Caroline le Masne

Email: frederic.crepin@vivendi.com; caroline.lemasne@vivendi.com

with a copy to:

Cabinet Bompoint

48, avenue Victor Hugo

75116 Paris, France

Attention: Me Dominique Bompoint

Email: dbompoint@bompoint-avocats.com

Any party hereto may change or supplement the addresses given above, or designate additional addresses by giving the other parties written notice of the new address in the manner set forth above.