FORM OF CUSTODY AGREEMENTCustody Agreement • July 17th, 2024 • Pershing Square USA, Ltd. • New York
FORM OF ADMINISTRATION AGREEMENTAdministration 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 REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTPreferred 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 COMMON SHARES SUBSCRIPTION AGREEMENTCommon 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 AGREEMENTSubscription 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”).
INVESTMENT MANAGEMENT AGREEMENT Dated as of July 15, 2024Investment 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 TRANSFER AGENCY AND SERVICE AGREEMENTTransfer 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. AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of July 15, 2024Agreement 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.
