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”).
ADDITIONAL FORWARD PURCHASE AGREEMENTAdditional Forward Purchase Agreement • July 28th, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of [⚫], 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”).
COMMITTED FORWARD PURCHASE AGREEMENTCommitted Forward Purchase Agreement • July 28th, 2023 • Pershing Square SPARC Holdings, Ltd./De • Blank checks • New York
This Committed Forward Purchase Agreement (this “Agreement”) is entered into as of [⚫], 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”).
Pershing Square SPARC Holdings, Ltd. New York, NY 10019Pershing Square SPARC Holdings, Ltd./De • July 28th, 2023 • 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:
