0001140361-26-008560 Sample Contracts
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into by and among Pershing Square USA, Ltd. (“PSUS”), a Delaware statutory trust that is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), Pershing Square Holdco, L.P. (the “Partnership”), a Delaware limited partnership that will convert into a Nevada corporation by means of a statutory conversion (the “Corporate Conversion”) and change its name to “Pershing Square Inc.” (“PS Inc.”) and the undersigned subscriber (“Subscriber”). The Subscription Agreement shall become effective upon its execution by PS Inc. and PSUS as of the date set forth on such parties’ signature page hereto (the “Effective Date”). As used in this Subscription Agreement and as the context requires, “PS Inc.” refers to the Partnership prior to the consummation of the Corporate Conversion and to PS Inc. following the Corporate Conversion.
AMENDMENT NO. 3Amendment No. 3 • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of March 4, 2024 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 1Amendment No. 1 • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of _____________May 17, 2022 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
PERSHING SQUARE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Nevada
This Indemnification Agreement is dated as of [●], 2026 (this “Agreement”) and is between Pershing Square Inc., a Nevada corporation (the “Company”), and the undersigned [director/officer] of the Company (the “Indemnitee”).
GEORGETOWN ELEVENTH AVENUE OWNERS, LLC, Landlord, TO PERSHING SQUARE CAPITAL MANAGEMENT, L.P., Tenant LEASE Premises at: 787 Eleventh Avenue New York, New YorkLease Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known as, and with an address at, 787 Eleventh Avenue, New York, New York 10019.
STANDSTILL AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025Standstill Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This Standstill Agreement (this “Agreement”) is dated as of May 5, 2025 (the “Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”) and Pershing Square Holdco, L.P. (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and between the entities listed in Schedule I hereto (the “Purchasers”), and Howard Hughes Holdings Inc., a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), made as of the 17th day of January 2020 and effective as of May 1, 2019 (the “Effective Date”), by and between Pershing Square Capital Management L.P., a Delaware limited partnership (“Licensor”), having an address at 787 11th Avenue, New York, New York (the “Building”), TABLE Management LP (“TABLE”) and the Pershing Square Foundation (“PSF” and together with TABLE, the “Licensees”)).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Dated as of 5 August 2025Investment Management Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This Amended and Restated Investment Management Agreement (this “Agreement”) is made and entered into as of the date set forth above by and between Pershing Square Holdings, Ltd., a Guernsey limited liability company (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Investment 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.
SUBLEASESublease • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
SUBLEASE (“Sublease”) dated as of the 5th day of December, 2022, between PERSHING SQUARE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Sublandlord”), and NEOX PUBLIC BENEFIT LLC, a New York limited liability company (“Subtenant”).
AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
This AIRCRAFT LEASE AGREEMENT (the “Agreement’) is entered into effective as of the 11th day of December, 2025 (the “Effective Date”), by and between WAFH V LLC, a Delaware limited liability company (“Lessor”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (“Lessee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ELEVENTH AVENUE HOLDINGS LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT ELEVENTH AVENUE HOLDINGS LLC (this “Agreement”), effective as of June 12, 2015, is made and entered into by TABLE Eleventh Avenue LLC (“Managing Member”) and JAEB, LLC (“Member”, and together the “Members”).
SHARE PURCHASE AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025Share Purchase Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
PSH SHARE AGREEMENTPSH Share Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Nevada
This PSH SHARE AGREEMENT, dated as of December 15, 2025 (this “Agreement”), is made by and among Pershing Square Holdco, L.P., a Delaware limited partnership (“HoldCo”), and the persons set forth on Exhibit A hereto under the heading “Name of Shareholder” (each, a “Shareholder”).
INVESTMENT MANAGEMENT AGREEMENT Dated as of October 10, 2025Investment Management Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • 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.
PILOT AND FLIGHT SERVICES AGREEMENT BY AND BETWEEN PERSHING SQUARE CAPITAL MANAGEMENT, L.P. AND EXECUTIVE JET MANAGEMENT, INC.Pilot and Flight Services Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Ohio
This Pilot and Flight Services Agreement (“Agreement”) is entered into by Executive Jet Management, Inc. (“EJM”) and Pershing Square Capital Management, L.P. (“Customer”). EJM and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” In consideration of the promises and of the mutual covenants, agreements, representations, and warranties herein contained, EJM and Customer agree as follows.
SHAREHOLDER AGREEMENT by and among Howard Hughes Holdings Inc., Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025Shareholder Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This SHAREHOLDER AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and among Howard Hughes Holdings Inc. (the “Company”), Pershing Square Holdco, L.P. (the “Purchaser”) and Pershing Square Capital Management, L.P. (“PSCM”).
SERVICES AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025Services Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This SERVICES AGREEMENT (this “Agreement”), dated as of May 5, 2025, is entered into by and between Howard Hughes Holdings Inc. (the “Company”) and Pershing Square Capital Management, L.P. (“PSCM”).
AMENDMENT NO. 2Amendment to Line of Credit Note • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of January 6, 2023 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 3Line of Credit Amendment • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of March 4, 2024 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 2Line of Credit Amendment • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of January 6, 2023 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDED AND RESTATED VARIABLE COMPENSATION AGREEMENT March 3, 2026Variable Compensation Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This Amended and Restated Variable Compensation Agreement (this “Agreement”) is entered into by and among Pershing Square Holdco, L.P., a Delaware limited partnership (“TopCo”), Pershing Square Capital Management, L.P., a Delaware limited partnership that is registered with the U.S. Securities and Exchange Commission as an investment adviser (“PSCM”), and PS CompCo, LLC, a Delaware limited liability company (“VariableCo”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Master Transaction Agreement, dated as of May 31, 2024, by and among TopCo, Pershing Square Holdco GP, LLC, a Delaware limited liability company and the general partner of TopCo, and the Investors party thereto (the “Master Transaction Agreement”).
AMENDMENT NO. 1Amendment to Line of Credit Note • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of September 12, 2022 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).