Pershing Square USA, Ltd. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 28th, 2024 • Pershing Square USA, Ltd.

Subscription Agreement, dated as of May 22, 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Fund”) and Pershing Square Capital Management L.P. (the “Purchaser”) in respect of common shares issued as of May 22, 2024.

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of [•], 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Manager” or the “Holder” and collectively with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”).

FORM OF PREFERRED SHARES SUBSCRIPTION AGREEMENT
Preferred Shares Subscription Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

This SUBSCRIPTION AGREEMENT, dated as of [•], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square Capital Management L.P., a Delaware limited partnership (the “Purchaser”).

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York
FORM OF COMMON SHARES SUBSCRIPTION AGREEMENT
Common Shares Subscription Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

This SUBSCRIPTION AGREEMENT, dated as of [•], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square Capital Management L.P., a Delaware limited partnership (the “Purchaser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 17th, 2024 • Pershing Square USA, Ltd.

Subscription Agreement, dated as of July 16, 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”) and Pershing Square Capital Management, L.P. (the “Purchaser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 28th, 2024 • Pershing Square USA, Ltd.

Subscription Agreement, dated as of May 21, 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Fund”) and Pershing Square Capital Management L.P. (the “Purchaser”) in respect of common shares issued as of February 15, 2024.

INVESTMENT MANAGEMENT AGREEMENT Dated as of July 15, 2024
Investment Management Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

This Investment Management Agreement (this “Agreement”) is made and entered into as of the date set forth above by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Manager” and, together with the Company, the “Parties”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1.

FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

This Administration Agreement (“Agreement”) dated and effective as of , 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Pershing Square USA, Ltd., a Delaware statutory trust (the “Trust”).

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York

THIS AGREEMENT is made as of the __ day of _______, 2024, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Congress Street, Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and PERSHING SQUARE USA, LTD., a Delaware statutory trust having its principal office and place of business at 787 Eleventh Avenue, 9th Floor, New York, New York 10019 (the “Trust”).

PERSHING SQUARE USA, LTD. SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of July 29, 2024
Agreement and Declaration of Trust • July 30th, 2024 • Pershing Square USA, Ltd.

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 29th day of July, 2024, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 28th, 2024 • Pershing Square USA, Ltd.

Subscription Agreement, dated as of May 31, 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Fund”) and Pershing Square Capital Management L.P. (the “Purchaser”) in respect of common shares issued as of May 31, 2024.

PERSHING SQUARE USA, LTD. AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of July 15, 2024
Agreement and Declaration of Trust • July 17th, 2024 • Pershing Square USA, Ltd.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 15th day of July, 2024, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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