0001193125-13-307874 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Between CANADIAN PACIFIC RAILWAY LIMITED (the “Corporation”) And PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (“Pershing Square”) July 29, 2013

Registration Rights Agreement • July 30th, 2013 • Pershing Square Capital Management, L.P. • Railroads, line-haul operating • Ontario

• Contract Type
  Registration Rights Agreement
• Filed
  July 30th, 2013
• Company
  Pershing Square Capital Management, L.P.
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Ontario

This Registration Rights Agreement is made on July 29, 2013 between Canadian Pacific Railway Limited (the “Corporation”), a corporation governed by the laws of Canada, and Pershing Square Capital Management, L.P. (“Pershing Square”), a Delaware limited partnership, on behalf of the undersigned investment funds managed by Pershing Square (each a “Holder”, and together the “Holders”).