Standard Contracts
INDEMNITY AGREEMENTIndemnity Agreement • July 28th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [⚫], 2023 by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and [⚫] (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 29, 2023 by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and Jennifer Blouin (“Indemnitee”).
ADVISOR WARRANT ISSUANCE AGREEMENTAdvisor Warrant Issuance Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
THIS ADVISOR WARRANT ISSUANCE AGREEMENT, dated as of September 29, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (“Pershing Square SPARC Holdings”), and Michael Ovitz, a member of the Advisory Board of Pershing Square SPARC Holdings (“Advisor”).
SPONSOR WARRANT AGREEMENT between PERSHING SQUARE SPARC HOLDINGS, LTD., and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 28, 2023Sponsor Warrant Agreement • August 21st, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
INDEMNITY AGREEMENTIndemnification Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 29, 2023 by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and Lisa Gersh (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of September 29, 2023, between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SPECIAL PURPOSE ACQUISITION RIGHTS AGREEMENTSpecial Purpose Acquisition Rights Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
THIS SPECIAL PURPOSE ACQUISITION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
ADDITIONAL FORWARD PURCHASE AGREEMENTAdditional Forward Purchase Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Additional Forward Purchase Agreement (this “Agreement” or “Additional Forward Purchase Agreement”) is entered into as of September 29, 2023, between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and PS SPARC I Master, L.P., a Cayman Islands limited partnership managed by Pershing Square Capital Management, L.P. (the “Additional Forward Purchaser”).
ADVISOR WARRANT AGREEMENT between PERSHING SQUARE SPARC HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2023Advisor Warrant Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
COMMITTED FORWARD PURCHASE AGREEMENTCommitted Forward Purchase Agreement • September 29th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Committed Forward Purchase Agreement (this “Agreement”) is entered into as of September 29, 2023, between Pershing Square SPARC 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 “Committed Forward Purchaser”, and collectively, the “Committed Forward Purchasers”).
SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • August 21st, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of July 28, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (“Pershing Square SPARC Holdings”), and Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
ADDITIONAL FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 30th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Additional Forward Purchase Agreement (this “Agreement” or “Additional Forward Purchase Agreement”) is entered into as of [⚫], 2023, between Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), and PS SPARC I Master, L.P., a Cayman Islands limited partnership managed by Pershing Square Capital Management, L.P. (the “Additional Forward Purchaser”).
Pershing Square SPARC Holdings, Ltd. New York, NY 10019Securities Subscription Agreement • July 28th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
We are pleased to accept the offer Pershing Square SPARC Sponsor, LLC (the “Subscriber” or “you”) has made to purchase [●] shares of common stock (the “Shares”), $0.0001 par value per share (the “Common Stock”). The terms (this “Agreement”) on which Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
