8-K - PS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2026

Pershing Square Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-43256	99-2840341
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

787 Eleventh Avenue, 9th Floor, New York, New York 10019

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 813-3700

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
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☐	Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
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☐	Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) Securities registered pursuant to Section 12(b) of the Act:
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Title of each class	Trading Symbol	Name of each exchange on which registered
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Common Stock, par value $0.001 per share	PS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering” or the “

IPO

”) by Pershing Square Inc. (the “Company”) of its common stock, par value $0.001 per share (the “Common Stock”), described in the prospectus (the “Prospectus”), dated April 28, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-294165) (as amended, the “Registration

        Statement”\), the following agreements were entered into:

•	the Registration Rights Agreement, dated April 28, 2026, between the Company and the Investors (as defined therein) (the “ManagementCo Registration Rights Agreement”);
•	the Registration Rights Agreement, dated April 28, 2026, by and among the Company and each of the other persons from time to time party thereto (the “Registration Rights Agreement”); and
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•	the Fourth Amended and Restated Agreement of Limited Partnership of Pershing Square Capital Management, L.P., dated April 28, 2026, by and among PSCM GP, LLC, the<br> Company and PS CompCo, LLC (the “Fourth A&R LPA”).
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The ManagementCo Registration Rights Agreement, the Registration Rights Agreement, and the Fourth A&R LPA are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Person Transactions” in the Prospectus.

Credit Agreement

In addition, in connection with the Offering, on April 30, 2026, the Company and a syndicate of banks, led by Bank of America, N.A., as administrative agent, entered into a credit agreement (the “Credit Agreement”). The Credit Agreement consists of (i) a senior secured revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $250,000,000 and (ii) a senior secured term loan facility in an aggregate principal amount of $100,000,000 (the “Term Loan Facility,” and together with the Revolving Facility, the “Senior Credit Facilities”). As described in the Prospectus, the Company used certain proceeds of the Term Loan Facility and borrowings under the Revolving Facility to finance its additional investment in Pershing Square USA, Ltd. (the “Anchor Investment”).

Borrowings under the Senior Credit Facilities bear interest at a rate equal to, at the Company’s option, either (i) Term SOFR, plus an applicable margin or (ii) a base rate equal to the highest of (a) the federal funds effective rate plus 0.50%, (b) the rate of interest in effect as publicly announced by Bank of America from time to time as its “prime rate,” (c) Term SOFR plus 1.00% and (d) 1.00%. The applicable margin varies based on the Company’s consolidated leverage ratio.

Loans under the Term Loan Facility are not subject to amortization prior to maturity, other than with respect to certain customary mandatory prepayment events. The Senior Credit Facilities will mature on April 30, 2029, at which time all outstanding loans and other obligations will be due and payable.

The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and secured by first-priority liens on substantially all of the assets of the loan parties, subject to customary exceptions and exclusions.

The Credit Agreement includes certain financial covenants, which require the Company to (i) maintain a consolidated leverage ratio no greater than 2.50 to 1.00, (ii) maintain minimum assets under management and (iii) limit declines in the net asset value of specified funds as set forth in the Credit Agreement. In addition, the Credit Agreement includes customary representations and warranties, affirmative and negative covenants and events of default for a credit facility of this type.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading “Credit Agreement” in Item 1.01 above is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

On April 30, 2026, the Company delivered 16,643,862 shares of Common Stock in a private placement transaction exempt from registration under the Securities Act (the “Private Placement”). The delivery of Common Stock in the Private Placement was made in reliance on Section 4(a)(2) of the Securities Act. The information set forth below under Item 8.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated by reference in this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pershing Square Inc. 2026 Equity Incentive Plan

Effective April 28, 2026, the Company’s Board of Directors and the stockholder holding a majority of the then aggregate voting power of the Company adopted and approved the Company’s 2026 Equity Incentive Plan (the “Equity Incentive Plan”) as previously filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 28, 2026 (the “Form S-8”). For further information regarding the Equity Incentive Plan, see “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Equity Incentive Plan” in the Prospectus.

A copy of the Equity Incentive Plan is incorporated by reference (i) as Exhibit 10.5 to this Form 8-K and (ii) in this Item 5.02. The above description of the Equity Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.

Amended and Restated Long-Term Incentive Plan

The Amended and Restated Long-Term Incentive Plan is filed herewith as Exhibit 10.6 and is incorporated herein by reference. The terms of the Amended and Restated Long-Term Incentive Plan are substantially the same as the terms set forth in the form of such plan previously filed as an exhibit to the Registration Statement and as described therein.

Terms of M Units

Effective April 28, 2026, the Company’s Board of Directors adopted and approved the Terms of M Units.

The Terms of M Units is filed herewith as Exhibit 10.7 and is incorporated herein by reference. The terms of the Terms of M Units are substantially the same as the terms set forth in the form of such terms previously filed as an exhibit to the Registration Statement and as described therein.

Item 8.01 Other Events.

On April 30, 2026, the Company completed the IPO of 8,103,392 shares of Common Stock. The IPO, together with the initial public offering (the “

PSUS IPO

”) of common shares of beneficial interest (the “PSUS Common Shares”) of PSUS, were component parts of a single combined offering (the “Combined Offering”). The PSUS Common Shares were offered at a public offering price of $50.00 per share, and the Company delivered to each initial investor in the PSUS IPO, for no additional consideration, 1 share of Common Stock for every 5 PSUS Common Shares purchased in the PSUS IPO. The Combined Offering did not result in any proceeds to the Company.

On April 30, 2026, the Company completed its delivery of 16,643,862 shares of Common Stock in the Private Placement. The Private Placement, together with the offering of PSUS Common Shares in a private placement transaction (the “PSUS Private Placement”), were component parts of a single combined private placement transaction (the “Combined Private Placement”). The Company delivered to each investor in the PSUS Private Placement, for no additional consideration, 1.5 shares of Common Stock for every 5 PSUS Common Shares purchased in the PSUS Private Placement. The Combined Private Placement did not result in any proceeds to the Company.

In connection with the completion of the PSUS Private Placement, the Company completed the Anchor Investment, resulting in an increase of the Company’s aggregate investment in PSUS to $250,000,000 consisting of (a) $200,000,000 of PSUS Common Shares as part of the PSUS Private Placement and (b) $50,000,000 of preferred shares issued by PSUS also in a private placement transaction. For further information, see “Business—The Funds and HHH—Pershing Square USA, Ltd.” in the Prospectus.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Registration Rights Agreement, dated April 28, 2026, between the Company and the Investors (as defined therein).
10.2	Registration Rights Agreement, dated April 28, 2026, by and among the Company and each of the other persons from time to time party thereto.
10.3	Fourth Amended and Restated Agreement of Limited Partnership of Pershing Square Capital Management, L.P., dated as of April 28, 2026, by and among<br> PSCM GP, LLC, the Company and PS CompCo, LLC.
10.4	Credit Agreement, dated April 30, 2026, among Pershing Square Inc., as the Borrower, the Guarantors from time to time party thereto, the Lenders<br> party thereto, and Bank of America, N.A., as the Administrative Agent and the L/C Issuer, and BofA Securities, Inc., as Sole Lead Arranger and Sole Bookrunner.
10.5	Pershing Square Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form<br> S-8 filed with the Securities and Exchange Commission on April 28, 2026).
10.6	Amended and Restated Long-Term Incentive Plan.
10.7	Terms of M Units.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	Pershing Square Inc.
Date: May 1, 2026
	By:	/s/ Michael Gonnella
	Name:	Michael Gonnella
	Title:	Chief Financial Officer

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

by and among

PERSHING SQUARE INC.

and

THE OTHER PARTIES HERETO

Dated as of April 28, 2026

TABLE OF CONTENTS

			Page
Article I DEFINITIONS			1
	Section 1.1	Certain Definitions	1
	Section 1.2	Other Definitional Provisions; Interpretation	4
Article II REGISTRATION RIGHTS			4
	Section 2.1	Right to Demand a Non-Shelf Registered Offering	4
	Section 2.2	Right to Piggyback on a Non-Shelf Registered Offering	5
	Section 2.3	Right to Demand and be Included in a Shelf Registration	5
	Section 2.4	Demand and Piggyback Rights for Shelf Takedowns	5
	Section 2.5	Effective Registration	5
	Section 2.6	Limitations on Demand and Piggyback Rights	6
	Section 2.7	Notifications Regarding Registration Statements	6
	Section 2.8	Notifications Regarding Registration Piggyback Rights	7
	Section 2.9	Notifications Regarding Demanded Underwritten Takedowns	7
	Section 2.10	Plan of Distribution, Underwriters and Counsel	7
	Section 2.11	Cutbacks	8
	Section 2.12	Withdrawals	8
	Section 2.13	Lockups	8
	Section 2.14	Expenses	9
	Section 2.15	Facilitating Registrations and Offerings	9
	Section 2.16	Rule 144	13
	Section 2.17	Underwritten Registrations	14
	Section 2.18	No Inconsistent Agreements	14
	Section 2.19	In-Kind Distributions	14
	Section 2.20	Termination of Registration Rights	14
Article III INDEMNIFICATION			15
	Section 3.1	Indemnification by the Company	15
	Section 3.2	Indemnification by the Beneficial Owners	16
	Section 3.3	Notices of Claims, Etc.	16
	Section 3.4	Contribution	17
	Section 3.5	Non-Exclusivity	18

		18
Section 4.1	Notices	18
Section 4.2	Transfer Rights	19
Section 4.3	Current Public Information	19
Section 4.4	Additional Parties; Joinder Agreement	20
Section 4.5	Amendments; Waiver	20
Section 4.6	Third Parties	20
Section 4.7	Governing Law	20
Section 4.8	Consent to Jurisdiction	20
Section 4.9	Mutual Waiver of Jury Trial	21
Section 4.10	Specific Performance	21
Section 4.11	Entire Agreement	21
Section 4.12	Severability	21
Section 4.13	Counterparts	21
Section 4.14	Effectiveness	21
Section 4.15	Company Successor	21

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of April 28, 2026 and is by and among Pershing Square Inc., a Nevada corporation (the “Company”) and the Investors (as defined below).

BACKGROUND

WHEREAS, the Company is effecting an underwritten initial public offering (“IPO”) of shares of its Common Stock; and

WHEREAS, the Company now desires to grant registration rights to the Investors on the terms and conditions set out in this Agreement.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions.

“Affiliate” has the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day that is a statutory holiday under the laws of the United States or the State of New York.

“Common Stock” means shares of common stock, par value $0.001 per share, of the Company, and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction.

“Company” has the meaning set forth in the preamble.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Investor” means (a) ManagementCo, (b) each Person that executes a Joinder Agreement pursuant to Section 4.2 as a transferee of an Investor and (c) each other Person who at any time, with the consent of ManagementCo, executes a Joinder Agreement as an “Investor,” and in each case, is the beneficial owner (as such term is defined under the Exchange Act) of Registrable Securities or securities exercisable, exchangeable or convertible into Registrable Securities.

“IPO” has the meaning set forth in the recitals.

“Joinder Agreement” has the meaning set forth in Section 4.4.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ManagementCo” means Pershing Square Management, LLC, a Delaware limited liability company.

“NewCo” has the meaning set forth in Section 4.2(c).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“Other Registration Rights” means the registration rights granted by the Company other than pursuant to this Agreement.

“Public Offering” shall mean a public offering and sale of Common Stock of the Company for cash, other than by the Company, pursuant to an effective registration statement under the Securities Act.

“Registrable Securities” means all Shares, provided that such Shares will cease to be Registrable Securities when:

(a) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such registration statement;

(b) such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act; or

“Registration Expenses” means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including:

(a) all SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA, and of its counsel);

(b) all fees and expenses of complying with securities or blue sky Laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);

(c) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses);

(d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and all rating agency fees;

(e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance;

(f) any fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;

(g) any fees and disbursements of counsel (including the fees and disbursements of one separate outside counsel (and local and special counsel, to the extent necessary) for each Investor) incurred in connection with any registration statement or registered offering covering Registrable Securities beneficially owned by the Investors;

(h) all fees and expenses of one accountant selected by the Investors holding a majority of the Registrable Securities being registered;

(i) the costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Investors); and

(j) any other fees and disbursements customarily paid by the issuers of securities.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Shares” means (i) all shares of Common Stock of the Company beneficially owned by Investors from time to time, including any Shares beneficially owned by Persons who are or become parties to this agreement by the execution and delivery of a Joinder Agreement, (ii) any Shares or other securities issued or issuable as a distribution with respect to, or in exchange for or in replacement of any of the foregoing Shares or other securities beneficially owned by such Investor, including Units and (iii) any other securities issued or transferred in exchange for or upon conversion of any of the foregoing Shares as a result of a merger, consolidation, reorganization or otherwise and any other securities issued to any other beneficial owners of Shares in connection with any such transaction.

“Transfer” (including its correlative meanings, “Transferor,” “Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

“WKSI” means a well-known seasoned issuer, as defined in the SEC’s Rule 405.

Section 1.2 Other Definitional Provisions; Interpretation.

(a) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and references in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of reference only and do not limit or otherwise affect the meaning or interpretation of this Agreement.

(c) The meanings given to terms defined herein are equally applicable to both the singular and plural forms of such terms.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Right to Demand a Non-Shelf Registered Offering. Subject to Section 2.6, upon the demand of ManagementCo made at any time and from time to time, the Company will facilitate in the manner described in this Article II a non-shelf registered offering of the Registrable Securities requested by ManagementCo to be included in such offering. Any demanded non-shelf registered offering may, subject to Section 2.6 and Section 2.11, (i) at the Company’s option, include Common Stock of the Company to be sold by the Company for its own account, (ii) at ManagementCo’s option, include Registrable Securities to be sold by the other Investors for their own accounts and (iii) at ManagementCo’s option, include any additional shares of Common Stock to be sold in such offering.

Section 2.2 Right to Piggyback on a Non-Shelf Registered Offering. In connection with any registered offering of Registrable Securities covered by a non-shelf registration statement (whether pursuant to the exercise of demand rights or at the initiative of the Company), ManagementCo may, in accordance with this Article

      II, exercise piggyback rights to have included in such offering Registrable Securities beneficially owned by it and/or such other Investors, as determined by ManagementCo. The Company will facilitate in the manner described in this Agreement
    any such non-shelf registered offering.

Section 2.3 Right to Demand and be Included in a Shelf Registration. Subject to Section 2.6, upon the demand of ManagementCo made at any time and from time to time when the Company is eligible to sell its Common Stock in a secondary offering on a delayed or continuous basis in accordance with Rule 415, the Company will facilitate in the manner described in this Agreement a shelf registration of Registrable Securities beneficially owned by ManagementCo and/or such other Investors, as determined by ManagementCo. Any shelf registration statement filed by the Company covering Common Stock (whether pursuant to a demand by ManagementCo or at the initiative of the Company) will cover such Registrable Securities beneficially owned by ManagementCo and/or such other Investors, as determined by ManagementCo, as ManagementCo may request (regardless of whether ManagementCo demanded the filing of such shelf or not). If at the time of such request the Company is a WKSI, such shelf registration statement would, at the request of ManagementCo, cover an unspecified number of Registrable Securities to be sold by ManagementCo and/or such other Investors, as determined by ManagementCo, and, if the Company so elects, the Company.

Section 2.4 Demand and Piggyback Rights for Shelf Takedowns. Subject to Section 2.6, upon the demand of ManagementCo made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of an effective shelf registration statement. In connection with any shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company) in connection with which a “lock-up” arrangement will be imposed, ManagementCo may exercise piggyback rights to have included in such takedown Registrable Securities beneficially owned by ManagementCo and/or such other Investors, as determined by ManagementCo, that are registered on such shelf.

Section 2.5 Effective Registration. The Company shall, with respect to each demand registration, use its reasonable best efforts to cause the registration statement to remain effective for not less than 180 consecutive days (or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn), or if (i) such registration is a shelf registration on Form S-1 until such shelf registration is amended or replaced by a shelf registration on Form S-3 (or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn) or (ii) such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

Section 2.6 Limitations on Demand and Piggyback Rights.

(a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable “lock-up” arrangements, and such demand must be deferred until such “lock-up” arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Investors will not have piggyback or other registration rights with respect to registered primary offerings by the Company (A) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (B) where the securities are not being sold for cash or (C) where the offering is a bona fide offering of securities other than Common Stock, even if such securities are convertible into or exchangeable or exercisable for Common Stock.

(b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement, or defer initiating the process for a demanded shelf takedown, in each case for a reasonable “blackout period” not in excess of the applicable limits specified below, if the Board of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company. The blackout period will end upon the earlier to occur of, (A) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (B) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is or becomes public knowledge.

Section 2.7 Notifications Regarding Registration Statements. In order for ManagementCo to exercise its right to demand that a registration statement be filed or that an underwritten shelf takedown occur, ManagementCo must so notify the Company in writing indicating the number of Registrable Securities sought to be registered or taken down and the proposed plan of distribution. The Company will keep ManagementCo contemporaneously apprised of all pertinent aspects of its pursuit of any Public Offering or other registration or underwritten shelf takedown of Registrable Securities, as the case may be, with respect to which a piggyback opportunity is available in order that ManagementCo may have a reasonable opportunity to exercise its related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that ManagementCo be notified by the Company of an anticipated filing of a registration statement (including at the Company’s own initiative or at the initiative of other holders not party to this Agreement, including holders of the Other Registration Rights) no later than 5:00 pm, New York City time, on the date that is two Business Days prior to the date on which the registration statement is intended to be filed. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to ManagementCo of the Company’s intention to file or cause the filing of a registration statement; provided, however, that the Company shall not be obligated hereby to provide any such advance notice, and, if provided, such advance notice shall not be binding in any respect. Subject to any required public disclosure and subject to applicable legal requirements, the parties hereto will maintain the confidentiality of these discussions.

Section 2.8 Notifications Regarding Registration Piggyback Rights. In the event that the Company receives (i) any demand from ManagementCo for an underwritten shelf takedown or (ii) if the Company files a registration statement with respect to a non-shelf registered offering, the Company will promptly give to ManagementCo a written notice thereof no later than 5:00 p.m., New York City time, on the 10th day following receipt by the Company of such demand or the filing of such registration statement, as applicable. If ManagementCo wishes to exercise its piggyback rights with respect to a non-shelf registration statement or underwritten shelf takedown, it must notify the Company of the number of Registrable Securities it seeks to have included in such registration statement or takedown, as the case may be. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the second trading day (in the case of a non-shelf offering) or on the trading day (in the case of an underwritten shelf takedown) prior to (i) if applicable, the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-effective marketing efforts for the relevant offering is expected to be finalized, and (ii) in any case, the date on which the pricing of the relevant offering is expected to occur.

Section 2.9 Notifications Regarding Demanded Underwritten Takedowns.

(a) The Company will keep ManagementCo contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that it may have a reasonable opportunity to exercise its related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that, upon receipt of a request that an underwritten takedown occur, ManagementCo be notified by the Company of an anticipated underwritten takedown (including at the Company’s own initiative) no later than 5:00 pm, New York City time, on (A) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (B) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.

(b) If ManagementCo wishes to exercise its piggyback rights with respect to an underwritten shelf takedown, it must notify the Company of the number of Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (A) if applicable, the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (B) in all cases, the trading day prior to the date on which the pricing of the relevant takedown occurs.

(c) Pending any required public disclosure and subject to applicable legal requirements, the parties hereto will maintain appropriate confidentiality of their discussions regarding a prospective underwritten takedown.

Section 2.10 Plan of Distribution, Underwriters and Counsel. If a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, ManagementCo will be entitled to determine the plan of distribution and select the managing underwriters, and any provider of capital markets advisory services, and will also be entitled to select counsel for any other selling Investors whom ManagementCo has determined may participate in such offering (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to any resales by any participating transferee Investors as determined by ManagementCo.

Section 2.11 Cutbacks. If the managing underwriters advise the Company and ManagementCo, that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. Except in the case of a demand offering, if the Company is selling Shares for its own account in such offering, the Company will have first priority and to the extent of any remaining capacity, the selling Investors who have requested that their Registrable Securities be included will be subject to cutback pro rata based on the number of Registrable Securities beneficially owned by such parties initially requested to be included in such offering. In a demand offering, ManagementCo, any other selling Investors as determined by ManagementCo, the Company and holders of Other Registration Rights as applicable shall be subject to cutback pro rata based on the number of Registrable Securities beneficially owned by such parties initially requested to be included in such offering. To the extent that there is any remaining capacity after ManagementCo, any other selling Investors, the Company and any holders of Other Registration Rights have been included, any other Person participating in the offering will be included and will be subject to cutback pro rata based on the number of Registrable Securities initially requested by them to be included in such offering. Subject to the last sentence of Section 2.1 and the Other Registration Rights, other selling equityholders will be included in an underwritten offering only with the consent of ManagementCo (in the event of a demand offering) or the Company (in the event of an offering initiated by the Company).

Section 2.12 Withdrawals. Even if Registrable Securities beneficially owned by an Investor have been part of a registered underwritten offering, ManagementCo may, no later than the time at which the public offering price and underwriters’ discount are determined with the managing underwriter, determine not to sell all or any portion of the Registrable Securities being offered for such Investor’s account.

Section 2.13 Lockups. In connection with any underwritten offering of Registrable Securities, to the extent required by the managing underwriter for such underwritten offering, the Company and each beneficial owner of Registrable Securities shall agree (in the case of any Investor, with respect to Shares beneficially owned by such Investor) to be bound by customary “lock-up” restrictions contained in the underwriting agreement that are agreed to by (i) all officers of the Company and all members of the Board and (ii) (A) the Company, if a majority of the Shares being sold in such offering are being sold for its account or (B) ManagementCo, if a majority of the Shares being sold in such offering are being sold by Investors, and that are not longer than 180 days in the case of the IPO or 90 days in the case of any subsequent Public Offering (it being understood that the foregoing shall bind such Persons described in the foregoing clauses (i) and (ii) in the same manner). The Company shall cause its executive officers and its directors to enter into lock-up agreements that contain restrictions that are no less restrictive than the restrictions contained in the lock-up agreements executed by the beneficial owner of Registrable Securities. Pending execution and delivery of the relevant underwriting agreement, upon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Agreement will apply, the Investors shall immediately be bound by, the “lock-up” provisions set forth in the underwriting agreement for the IPO as though they were then applicable for so long as the proposed or requested offering is being pursued.

Section 2.14 Expenses. All Registration Expenses incurred in connection with any registration statement or registered offering covering Registrable Securities beneficially owned by Investors will be borne by the Company. However, underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the account of an Investor will be borne by such Investor.

Section 2.15 Facilitating Registrations and Offerings.

(a) If the Company becomes obligated under this Agreement to facilitate a registration and offering of Registrable Securities on behalf of ManagementCo, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of Shares for its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Section 2.15.

(b) In connection with each registration statement that is demanded by ManagementCo in accordance with this Article II or as to which piggyback rights otherwise apply, the Company will:

(i) (A) prepare and file with the SEC a registration statement (or registration statements) covering the applicable Registrable Securities, (B) file amendments thereto as warranted, (C) seek the effectiveness thereof, and (D) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with ManagementCo and as reasonably necessary in order to permit the offer and sale of the such Registrable Securities in accordance with the applicable plan of distribution;

(ii) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies of such documents to ManagementCo and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to ManagementCo or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by ManagementCo or any underwriter available for discussion of such documents;

(iii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Investors and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for ManagementCo or such underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;

(iv) use all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Shares (A) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(v) notify ManagementCo promptly, its respective counsel and the sole underwriter or managing underwriter, if any, and, if requested by ManagementCo, confirm such notice in writing, (A) when any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus has been filed, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462, (B) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (C) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (D) if, between the effective date of a registration statement and the expiration or earlier closing of any sale of securities covered thereby pursuant to any over-allotment option under any underwriting, placement or purchase agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (E) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(vi) furnish counsel for each underwriter, if any, and counsel for ManagementCo copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;

(vii) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force);

(viii) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time; and

(ix) provide and cause to be maintained a transfer agent and registrar for all Shares covered by a registration statement from and after a date not later than the effective date of such registration statement.

(c) In connection with any non-shelf registered offering or shelf takedown that is demanded by ManagementCo or as to which piggyback rights otherwise apply, the Company will:

(i) cooperate with ManagementCo and the sole underwriter or managing underwriter of an underwritten offering of Shares, if any, to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends; and enable such Shares to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as ManagementCo or the sole underwriter or managing underwriter of an underwritten offering of Shares, if any, may reasonably request at least five days prior to any sale of such Shares;

(ii) furnish to ManagementCo and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Investors or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Share; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by ManagementCo and underwriter in connection with the offering and sale of the Shares covered by the prospectus or the preliminary prospectus;

(iii) (A) use all reasonable efforts to register or qualify the Shares being offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or ManagementCo shall reasonably request; (B) use all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective; (C) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and ManagementCo or any other selling Investors as determined by ManagementCo to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Investor; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Shares in connection therewith) in any such jurisdiction; and (D) use all reasonable efforts to cause the Shares being offered and sold, no later than the date on which the pricing of the relevant offering is expected to occur, to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of the business of ManagementCo or any other selling Investors as determined by ManagementCo, in which case the Company will cooperate in all reasonable respects with the filing of the applicable registration statement and the granting of such approvals, as may be necessary to enable such Investor or the underwriters, if any, to consummate the disposition of such Shares;

(iv) cause all Shares being sold to be qualified for inclusion in or listed on any securities exchange on which the Shares are then so qualified or listed if so requested by ManagementCo, or if so requested by the underwriter or underwriters of an underwritten offering of Shares, if any;

(v) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering;

(vi) use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be requested by ManagementCo or the lead managing underwriter of an underwritten offering;

(vii) in the case of an offering that includes a provider of capital markets advisory services, enter into and perform its obligations under customary agreements (including an advisory services agreement and an indemnification agreement in customary form);

(viii) prior to the date on which the pricing of the relevant offering is expected to occur, provide a CUSIP number for the Registrable Securities; and

(ix) enter into customary agreements (including, in the case of an underwritten offering, one or more underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Shares and in connection therewith:

(A) make such representations and warranties to the selling Investors and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

(B) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to ManagementCo and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by ManagementCo and underwriters;

(C) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to ManagementCo, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings;

(D) to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with ManagementCo and any other selling Investors as determined by ManagementCo providing for, among other things, the appointment of a representative as agent for such Investors for the purpose of soliciting purchases of Shares, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants;

(E) deliver such documents and certificates as the sole underwriter or managing underwriter, if any, ManagementCo, or their respective counsel, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 2.16(c)(ix)(A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and

(F) use all reasonable efforts to facilitate the settlement of the Shares to be sold pursuant to this Article II, including through the facilities of DTC.

The above shall be done at such times as customarily occur in similar registered offerings or shelf takedowns.

(d) In connection with each registration and offering of Shares to be sold by ManagementCo and any other selling Investors as determined by ManagementCo, the Company will, in accordance with customary practice, make available for inspection by representatives of ManagementCo and underwriters and any counsel or accountant retained by ManagementCo or underwriters all relevant financial and other records, pertinent corporate (or similar) documents and properties of the Company and cause appropriate officers, managers, employees, outside counsel and accountants of the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise, including through in-person meetings, but subject to customary privilege constraints.

(e) Each Investor that beneficially owns Shares covered by any registration statement will furnish to the Company such information regarding itself as is required to be included in the registration statement or prospectus, the ownership of Shares by such Investor and the proposed distribution by such Investor of such Shares as the Company may from time to time reasonably request in writing.

Section 2.16 Rule 144. At all times, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and will take such further action as any beneficial owner of Registrable Securities may reasonably request, all to the extent required from time to time to enable such beneficial owner to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any beneficial owner of Registrable Securities, the Company shall deliver to such beneficial owner a written statement as to whether it has complied with such requirements.

Section 2.17 Underwritten Registrations. No beneficial owner of Registrable Securities may participate in any underwritten registration or takedown hereunder unless such beneficial owner (a) agrees to sell such beneficial owner’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Section 2.18 No Inconsistent Agreements. The Company has not and will not, enter into any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the beneficial owners of Registrable Securities in this Article II or otherwise conflicts with the provisions hereof. Subject to any applicable law, in the event of any conflict or inconsistency between the provisions of this Agreement and the Other Registration Rights, the parties will interpret the provisions of this Agreement to preserve the intention expressed in the Other Registration Rights, and where such interpretation is not possible, the provisions of this Agreement will prevail to the extent of any conflict or inconsistency. The Company shall not enter into any agreement with any beneficial owner or prospective beneficial owner of any securities of the Company giving such beneficial owner or prospective beneficial owner any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to ManagementCo hereunder, or which would reduce the amount of Registrable Securities ManagementCo can include in any registration statement filed or offering effected pursuant to Article II hereof unless the Company shall have received the prior written consent of ManagementCo.

Section 2.19 In-Kind Distributions. If ManagementCo seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, the Company shall, subject to applicable “lock-up” arrangements, work with ManagementCo and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by ManagementCo, as well as any resales by such transferees under a shelf registration statement covering such distributed shares.

Section 2.20 Termination of Registration Rights. The rights of ManagementCo to cause the Company to register or offer securities under this Article II (and the obligations of ManagementCo and/or any other Investor, as applicable, in respect thereof) shall, in each case, terminate as to ManagementCo or such Investor, as applicable, on the date ManagementCo or such Investor, as applicable, together with its permitted Transferees pursuant to Section 4.2, beneficially owns not more than one percent (1%) of the Registrable Securities that are outstanding at such time and ManagementCo or such Investor, as applicable, is able to dispose of all of its Registrable Securities pursuant to Rule 144 (or any similar or analogous rule) promulgated under the Securities Act within a three-month period without regard to volume or manner of sale limits or public information requirements.

ARTICLE III

INDEMNIFICATION

Section 3.1 Indemnification by the Company. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities, the Company will indemnify and hold harmless each beneficial owner of Registrable Securities, its officers, directors and affiliates (and the officers, directors, employees, general and limited partners, Affiliates and Controlling persons of any of the foregoing), and each underwriter of such securities and each other person, if any, who Controls any such beneficial owner or such underwriter within the meaning of the Securities Act, against any losses, claims, damages, expenses, judgments or liabilities (including, without limitation, legal fees and costs of court), joint or several, to which such beneficial owner or such underwriter or Controlling person may become subject under the Securities Act, common law or otherwise, including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse such persons, as and when incurred, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws or rules of any state or country in which such Registrable Securities are offered and relating to action taken or action or inaction required of the Company in connection with such offering, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained in any registration statement under which such securities were registered under the Securities Act or any amendment or supplement to any of the foregoing, or in any document incorporated by reference therein or related document or report, or any issuer free writing prospectus (including any “road show,” whether or not required to be filed with the SEC), or which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse each such beneficial owner and each such underwriter and each such Controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, however, that the Company shall not be liable to any such beneficial owner or its underwriters or Controlling persons in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or such amendment or supplement or other document, in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by beneficial owners of Registrable Securities or such underwriter specifically for use in the preparation of the information with respect to such beneficial owner or such underwriter required under Items 403 and 507 of Regulation S-K under the Securities Act.

Section 3.2 Indemnification by the Beneficial Owners. Each beneficial owner of Registrable Securities (as to itself, severally and not jointly) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, and any Person who Controls the Company within the meaning of the Securities Act, (i) with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, or any amendment or supplement to it, or any issuer free writing prospectus or other document, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such beneficial owner specifically regarding such beneficial owner for use in the preparation of the information with respect to such beneficial owner required under Items 403 and 507 of Regulation S-K under the Securities Act, and (ii) with respect to compliance by such beneficial owner with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement; provided that the liability of each beneficial owner pursuant to this Section 3.2 shall not exceed the amount by which the total price at which the Shares were offered to the public by such beneficial owner exceeds the amount of any damages which such beneficial owner has otherwise been required to pay by reason of an untrue statement or omission.

Section 3.3 Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding subsections of this Article III, the indemnified party will, if a resulting claim is to be made or may be made against any indemnifying party, give written notice to the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article III, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which (A) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (B) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

Section 3.4 Contribution. If the indemnification required by this Article

      III from the indemnifying party is unavailable to or insufficient to hold harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying party shall contribute to the
    amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect \(i\) the relative benefit of the indemnifying and
    indemnified parties and \(ii\) if the allocation in clause \(i\) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred to in clause \(i\) and also the relative fault of the indemnified and
    indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative benefits received by a party shall be deemed to be
    in the same proportion as the total net proceeds from the offering \(before deducting expenses\) received by it bear to the total amounts \(including, in the case of any underwriter, any underwriting commissions and discounts\) received by each other
    party. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
    or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent
    such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection
    with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.4. Notwithstanding the provisions
    of this Section 3.4, no indemnifying party shall be required to contribute any amount in excess of: \(x\) the amount by which the total price at which the Shares were
    offered to the public by such indemnifying party exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of an untrue statement or omission, in the case of an indemnifying party that is not an
    underwriter, and \(y\) the amount by which the total underwriting discounts and commissions received by such indemnifying party exceeds the amount of any damages which such indemnifying party has otherwise been required
    to pay by reason of an untrue statement or omission, in the case of an indemnifying party that is an underwriter. No person guilty of fraudulent misrepresentation \(within the meaning of Section 11\(f\) of the Securities
    Act\) shall be entitled to contribution from any Person who was not guilty of such a fraudulent misrepresentation.

Section 3.5 Non-Exclusivity. The obligations of the parties under this Article

      III will be in addition to any liability which any party may otherwise have to any other party.

ARTICLE IV

OTHER

Section 4.1 Notices. Any notice, request, instruction or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be deemed given (a) when delivered personally, (b) five (5) Business Days after being sent by certified or registered mail, postage prepaid, return receipt requested, (c) one (1) Business Day after being sent by Federal Express or other nationally recognized overnight courier, or (d) if transmitted by email, in each case, to parties at the following addresses (or at such other address for a party as shall be specified by prior written notice from such party):

if to the Company:

Pershing Square Inc.

787 Eleventh Avenue

9th Floor

New York, New York 10019

Attention:	Halit Coussin, Chief Legal Officer and Chief Compliance Officer

if to ManagementCo:

Pershing Square Inc.

787 Eleventh Avenue

9th Floor

New York, New York 10019

Attention:	William A. Ackman

Halit Coussin

with a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Attention:	Joshua Ford Bonnie

William R. Golden III

Email:	[redacted]

[redacted]

Section 4.2 Transfer Rights. Any Investor may transfer, in the case of Investors other than ManagementCo, with the prior written consent of ManagementCo, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt by the Company of (i) written notice from such Investor stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a Joinder Agreement from such Person to be bound by the terms of this Agreement as an “Investor.”

(a) In the event the Company engages in a merger or consolidation in which the Registrable Securities are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to ManagementCo and/or such other Investors as determined by ManagementCo by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will, unless ManagementCo otherwise agrees, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement.

(b) In the case of an in-kind distribution of Shares pursuant to Section 2.19 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Investors, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Company or ManagementCo, and as to which no lockup will arise.

(c) In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”),

    whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and ManagementCo and/or any other Investors will receive equity interests in
    any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Investor that provides each such Investor with registration rights vis-à-vis such NewCo that are
    substantially identical to those set forth in this Agreement, unless ManagementCo otherwise agrees.

Section 4.3 Current Public Information. At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, the Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as ManagementCo may reasonably request, all to the extent required to enable ManagementCo and/or such other Investors as determined by ManagementCo to sell Registrable Securities pursuant to Rule 144.

    Upon request, the Company shall deliver to any beneficial owner of restricted securities under Rule 144 a written statement as to whether it has complied with such requirements.

Section 4.4 Additional Parties; Joinder Agreement.

    Subject to the prior written consent of ManagementCo, the Company may permit any Person who acquires Shares or rights to acquire Shares from the Company after the date hereof to become a party to this Agreement and to succeed to all of the rights
    and obligations of an “Investor,” as specified in the Joinder Agreement, under this Agreement by obtaining an executed joinder to this Agreement from such Person substantially in the form of Exhibit A attached hereto \(a “Joinder Agreement”\).
    Upon the execution and delivery of a Joinder Agreement by such Person, the Shares or right to acquire Shares acquired by such Person shall be Registrable Securities and such Person shall be an “Investor,” as specified in the Joinder Agreement,
    under this Agreement with respect to such acquired Shares.

Section 4.5 Amendments; Waiver. This Agreement may be amended, supplemented or otherwise modified, or any provision waived, only by a written instrument executed by the Company and ManagementCo. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

Section 4.6 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto, nor create or establish any third party beneficiary hereto.

Section 4.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles.

Section 4.8 CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.

Section 4.9 MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

Section 4.10 Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.

Section 4.11 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. Subject to the Other Registration Rights, there are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

Section 4.12 Severability. If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by Law.

Section 4.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

Section 4.14 Effectiveness. This Agreement shall become effective, as to any Investor, as of the date signed by the Company and countersigned by such Investor.

Section 4.15 Company Successor. The Company shall take all actions required to cause the Company and its successors or assigns to (a) become bound by and subject to the terms of this Agreement and (b) comply with all its obligations hereunder.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

COMPANY:
PERSHING SQUARE INC.
By:	/s/ Halit Coussin
	Name:	Halit Coussin
	Title:	Chief Legal and Compliance Officer
PERSHING SQUARE MANAGEMENT, LLC
---	---	---
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this Joinder Agreement pursuant to the Registration Rights Agreement, dated as of [_], 202[•], by and among Pershing Square Inc., a Nevada corporation (the “Company”), and the other parties thereto, as amended and restated, restated, amended, supplemented or otherwise modified from time to time (the “Registration Rights Agreement”). Capitalized terms used, but not defined, in this Joinder Agreement shall have the meanings ascribed to them in the Registration Rights Agreement.

By executing and delivering to the Company this Joinder Agreement, the undersigned hereby agrees to become a party to the Registration Rights Agreement, to succeed to all of the rights and obligations of an “Investor” and to be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the [___] day of [________], 20[•].

[NAME]
By:
	Name:
	Title:
Address for notice purposes in accordance with Section 4.1 of the Registration Rights Agreement:
Attention:
---
Email:

ACKNOWLEDGED AND AGREED TO

PERSHING SQUARE INC.

By:
	Name:
	Title:

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

by and among

Pershing Square Inc.

and

the other parties hereto

Dated as of April 28, 2026

Table of Contents

		Page
1.	Definitions	1
2.	Board of Directors	5
3.	Registration Rights	6
4.	Term; Termination	13
5.	Representations and Warranties	13
6.	Notices	14
7.	Assignment	14
8.	Reliance on Counsel and Other Advisors	14
9.	Confidentiality	15
10.	Governing Law; Venue	15
11.	Counterparts	15
12.	Waivers and Amendments	15
13.	Severability	15
14.	Entire Agreement	16
15.	Parties in Interest; No Third-Party Beneficiaries	16
16.	Certain Remedies	16
17.	Interpretation; Headings	16
18.	Waiver of Jury Trial	16

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2026, is entered into by and among Pershing Square Inc., a Nevada corporation (the “Company”), and each of the persons set forth on Exhibit A hereto under the heading “Stockholder” (each, a “Stockholder”, and collectively, the “Stockholders”). The signatories to this Agreement are referred to collectively as the “Parties” and each individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the Company was incorporated in connection with the conversion of Pershing Square Holdco, L.P., a Delaware limited partnership (“PS Holdco”), into the Company (the “Corporate Conversion”) and has filed a registration statement (File No. 333-294165) with the U.S. Securities and Exchange Commission (the “SEC”) on Form S-1 in connection with an initial public offering (the “IPO”) of the Company’s common stock, par value $0.001 per share (“Common Stock”);

WHEREAS, Pershing Square Holdco GP, LLC, a Delaware limited liability company and the sole general partner of PS Holdco prior to the Corporate Conversion (“PS Holdco GP”), owned a general partnership interest in PS Holdco prior to the Corporate Conversion, which was converted into the Special Voting Share (as defined herein) of the Company (and the Special Voting Share is now held by Pershing Square Management, LLC, a Delaware limited liability company (“ManagementCo”),

  following the dissolution of PS Holdco GP in connection with the Corporate Conversion\);

WHEREAS, the Stockholders owned limited partnership interests in PS Holdco prior to the Corporate Conversion, which were converted into shares of Common Stock in connection with the Corporate Conversion;

WHEREAS, the Amended and Restated Limited Liability Company Agreement of PS Holdco GP, dated as of May 31, 2024, and the Amended and Restated Agreement of Limited Partnership of PS Holdco, dated as of May 31, 2024, among other things, (i) provided for certain director nomination rights applicable to the Strategic Investors (as defined herein), (ii) provided for certain rights and obligations (e.g., relating to registration rights) applicable to all Stockholders and (iii) contemplated that, in the event of the Corporate Conversion and IPO, such rights and obligations would be continued under separate contract; and

WHEREAS, the Parties desire to enter into this Agreement to continue such rights and obligations and to address certain relationships among the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Definitions.

“Affiliate” means, with respect to any Person, (a) any other Person that, directly or indirectly, through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person or (b) if such Person is a natural Person, such Person’s spouse, parents, children and siblings, whether by blood, adoption or marriage, or any trust or similar entity for the benefit of any of the foregoing Persons. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding anything to the contrary herein, no Fund or other client of PSCM or any Affiliate thereof that provides investment advisory services, and no portfolio company of any such Fund or other client, shall be deemed an Affiliate of the Company, PSCM or any Affiliate of PSCM.

“Agreement” has the meaning assigned thereto in the Preamble.

“Board” means the board of directors of the Company.

“Board Slate” has the meaning assigned thereto in Section 2(c).

“Claims” has the meaning assigned thereto in Section 3(h)(i).

“Common Stock” has the meaning assigned thereto in the Recitals.

“Company” has the meaning assigned thereto in the Preamble.

“Company Indemnified Party(ies)” has the meaning assigned thereto in Section 3(h)(ii).

“Confidential Information” means all information, whether written or oral and in whatever form or medium, relating to the Company, its Affiliates or Subsidiaries or their respective business, products, services or affairs, to the extent that such information is not publicly available and was obtained pursuant to, or in connection with the exercise of a Party’s rights and obligations under, this Agreement and/or the transactions contemplated hereby.

“Controlling Person” has the meaning assigned thereto in Section 3(h)(i).

“Corporate Conversion” has the meaning assigned thereto in the Recitals.

“Covered Party” has the meaning assigned thereto in Section 3(h)(iii).

“Demand Investor” has the meaning assigned thereto in Section 3(b).

“Demand Request” has the meaning assigned thereto in Section 3(b).

“Demand Securities” has the meaning assigned thereto in Section 3(b).

“Director(s)” has the meaning assigned thereto in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Funds” means any investment vehicle or account for which PSCM or any of its Affiliates provides investment advisory services, and “Fund” means any one of the foregoing.

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“Governing Documents” means, collectively, the Articles of Incorporation of the Company, adopted as of April 28, 2026, as amended from time to time, and the Bylaws of the Company, adopted as of April 28, 2026, as amended from time to time.

“Governmental Entity” means any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, court or tribunal, or other entity), (iv) multinational organization or body or (v) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature or any other self-regulatory organizations.

“IPO” has the meaning assigned thereto in the Recitals.

“Laws” means all laws, Orders, statutes, codes, regulations, ordinances, rules, or other requirements with similar effect of any Governmental Entity.

“ManagementCo” has the meaning assigned thereto in the Recitals.

“ManagementCo Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of April 28, 2026, by and among the Company, ManagementCo, and the other parties thereto.

“Maximum Number” has the meaning assigned thereto in Section 3(c).

“NYSE” means the New York Stock Exchange.

“Orders” means all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity.

“Party(ies)” has the meaning assigned thereto in the Preamble.

“Person” means an individual, partnership (general, limited or limited liability), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture or an unincorporated organization.

“Piggyback Investor” has the meaning assigned thereto in Section 3(a).

“Piggyback Request” has the meaning assigned thereto in Section 3(a).

“PSCM” means Pershing Square Capital Management, L.P., a Delaware limited partnership.

“PS Holdco” has the meaning assigned thereto in the Recitals.

“PS Holdco GP” has the meaning assigned thereto in the Recitals.

“PS Partner Group” means Pershing Square Partner Group, LLC, a Delaware limited liability company.

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“Registrable Securities” means any equity interest in the Company, including any shares of Common Stock or other equity securities; provided, however, that Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to such Registrable Securities has become effective under the Securities Act and such Registrable Securities have been Transferred pursuant to such registration statement, (ii) such Registrable Securities have been Transferred pursuant to Section 4(a)(1), Rule 144 or Rule 145 (or any similar provision then in effect) under the Securities Act, (iii) such Registrable Securities have been Transferred in a private transaction in which the Transferor’s registration rights under this Agreement are not assigned to the Transferee of the Registrable Securities, or (iv) such Registrable Securities may be sold pursuant to Section 4(a)(1), Rule 144 or Rule 145 (or any similar provision then in effect) under the Securities Act, without limitation thereunder on volume or manner of sale.

“SEC” has the meaning assigned thereto in the Recitals.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Indemnified Party(ies)” has the meaning assigned thereto in Section 3(h)(i).

“Selling Expenses” has the meaning assigned thereto in Section 3(f).

“Special Voting Share” has the meaning assigned thereto in the Governing Documents.

“Stockholder(s)” has the meaning assigned thereto in the Preamble

“Strategic Investor(s)” means each Stockholder on Exhibit A under the heading “Strategic Investor”.

“Strategic Investor Nominee” has the meaning assigned thereto in Section 2(b).

“Subsidiary” means, with respect to any Person that is a legal entity, any other Person that is a legal entity of which at least a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned or controlled, directly or indirectly, by such first Person or one or more of the other Subsidiaries of such first Person or a combination of any of the foregoing. Notwithstanding anything to the contrary herein, Funds or other clients of PSCM or any Affiliate thereof that provides investment advisory services, and any portfolio companies thereof, will not be deemed a Subsidiary of the Company, PSCM or any Affiliate of PSCM.

“Transfer” means (i) any direct or indirect offer, sale, transfer, assignment, distribution, pledge, mortgage, exchange, hypothecation, grant of a security interest or other disposition or encumbrance of shares of Common Stock, (ii) entry into any contract, option or other arrangement or understanding with respect to any offer, sale, transfer, assignment, distribution, pledge, mortgage, exchange, hypothecation, grant of a security interest or other disposition or encumbrance of shares of Common Stock or any legal, economic or beneficial interest in any shares of Common Stock or (iii) entry into any swap or other agreement, transaction or series of transactions that transfers or purports to transfer to another Person, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock, in the case of each of (i) through (iii), whether voluntary or involuntary, by operation of law or otherwise. The terms “Transferee,”

  “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

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2. Board of Directors.

(a) Immediately following the effective time of the Corporate Conversion, the Board shall have nine (9) members (each, a “Director”, and collectively, the “Directors”), of which at least five (5) shall not be current or former employees of the Company or any Affiliate or Subsidiary thereof. The Board will initially be comprised of the members set forth on Schedule A.

(b) Upon the resignation or removal from the Board of Nicholas M. Lamotte, the Company shall nominate for election to the Board, pursuant to Section 2(c), one (1) Director selected by a majority in interest (by shares of Common Stock) of the Strategic Investors (such nominee from time to time, the “Strategic Investor Nominee”);

  provided that any such selection of a Strategic Investor Nominee shall be evidenced by a writing delivered to the Company that has been executed by Strategic Investors who collectively constitute such a majority in interest of the Strategic
  Investors and that is otherwise reasonably satisfactory in form and substance to the Company; and provided, further, that the eligibility of any Strategic Investor Nominee to serve as a Director on the Board shall be subject to such
  person’s completion of customary onboarding procedures and satisfaction of any applicable Director independence requirements \(including any applicable NYSE or SEC rules\) to the reasonable satisfaction of the Company.

(c) Subject to applicable Law and any applicable NYSE or SEC rules, the Company and the Board shall (i) include any Strategic Investor Nominee so selected by the Strategic Investors in accordance with Section 2(b) as part of the slate of persons nominated and recommended by the Board (or a committee thereof) for election or re-election to the Board (the “Board Slate”) at the next meeting of stockholders of the Company at which Directors are to be elected, (ii) recommend that stockholders vote in favor of such Strategic Investor Nominee (subject to the fiduciary duties of the Directors then serving on the Board) and take all reasonable action to support the nomination and election of such Strategic Investor Nominee to the Board, including through the solicitation of proxies for such person to the same extent as it does for any other members of the Board Slate, and (iii) not permit the number of persons nominated or recommended by the Board (or a committee thereof) to exceed the number of Directors to be elected at such meeting. Notwithstanding anything to the contrary herein, the Company and the Board shall not be obligated to include any former Strategic Investor Nominee on the Board Slate for re-election in any subsequent elections of the Board.

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3. Registration Rights.

(a) Piggyback Registration Rights. If at any time following the first (1^st^) anniversary of the closing of the IPO the Company proposes to register, for its own account or for the account of ManagementCo, PS Partner Group or any other stockholders of the Company, any Registrable Securities on a registration statement on Form S-1 or S-3 or any successors to such forms under the Securities Act for purposes of a public offering of such Registrable Securities (excluding any such registration statement filed in connection with the IPO or to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), each of the Stockholders shall have the right to include any Registrable Securities owned by such Stockholder in such registration. The Company shall give prompt (and, in any event, at least twenty (20) business days prior to the filing of a registration statement with respect thereto with the SEC) written notice of any such proposal, including the anticipated filing date with the SEC of such registration statement, the anticipated date that the registration statement will be declared or otherwise become effective, the intended method of distribution of such Registrable Securities and whether the offering is to be underwritten, to the Stockholders as of the date of such notice. Subject to provisions of Section 3(b), if the Company receives a written request (a “Piggyback Request”) from a Stockholder (in such capacity, a “Piggyback Investor”) within thirty (30) days after the transmittal of such written notice of the proposed public offering, the Company shall use its reasonable best efforts to include in such public offering all of the Registrable Securities requested by the Piggyback Investor to permit the sale of such Registrable Securities pursuant to the intended method or methods of distribution; provided that any participation in such public offering by a Piggyback Investor must be on substantially the same terms as the Company’s, ManagementCo’s, PS Partner Group’s and each other stockholder of the Company’s participation therein, as applicable; and provided, further, that the total number of Registrable Securities to be included in any such public offering may not exceed the Maximum Number, and Registrable Securities must be allocated to give effect to this proviso as provided in Section 3(c). Each Piggyback Request by a Piggyback Investor must specify the number of Registrable Securities to be included in the registration for such Piggyback Investor. A Piggyback Investor has the right to withdraw its Piggyback Request by giving written notice to the Company of its election to withdraw such request prior to the effective date of the registration statement filed in connection with such registration (or, as the case may be, prior to the pricing of the applicable offering in the case of an offering registered on Form S-3 or any successors to such forms under the Securities Act). For clarity, the registration rights under this Section 3(a) shall not apply to the registration by the Company of any Registrable Securities on Form S-4 or Form S-8 or any successors to such forms under the Securities Act.

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(b) Demand Registration Rights. Subject to the provisions of this Section 3(b), if the Company is eligible to file a registration statement on Form S-3 or any successors to such forms under the Securities Act, any Stockholder (in such capacity, a “Demand Investor”) may, at any time following the first (1^st^) anniversary of the closing of the IPO, require the Company to file a registration statement on such form in respect of Registrable Securities with a value of at least $200 million (based on the then-current share price on the date prior to the delivery of the notice described in this Section 3(b)) in the aggregate at such time by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities held by it to be included in such registration statement (the Registrable Securities subject to such request, the “Demand Securities”) and describing the intended method of distribution thereof, which may include an underwritten offering (a “Demand Request”); provided, that each Demand Investor may only make two (2) Demand Requests in any twelve (12) month period pursuant to this Agreement. Upon receiving a Demand Request, the Company shall (i) promptly (but in any event within three (3) business days) give written notice of the Demand Request to all other holders of Registrable Securities, (ii) file as promptly as reasonably practicable (and no later than forty-five (45) business days after receipt of a Demand Request) a registration statement on the requisite form providing for the registration of the sale of such Demand Securities pursuant to the intended method of distribution and (iii) use its reasonable best efforts to cause such registration statement to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section

    3\(b\): \(x\) prior to the expiration or waiver of the applicable lockup period, if any, in respect of a previous underwritten offering; or \(y\) if, in the good faith judgment of the Board, the Company is in possession of material non-public
  information the disclosure of which would be materially adverse to the Company and would not otherwise be required under applicable Law, in which case the filing of the registration statement may be delayed until the earlier of the second business
  day after such conditions shall have ceased to exist and the sixtieth \(60^th^\) day after receipt by the Company of the written request from a Demand Investor to register
  Registrable Securities under this Section 3\(b\); provided that the number of any such delays shall not exceed two \(2\) in any twelve \(12\) month period.  To the extent requested by the managing underwriter for the applicable offering
  \(or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company\), the Company shall not file a registration statement during the period beginning on the third \(3^rd^\) day immediately preceding and ending on the ninetieth \(90^th^\) day following the pricing of any such registration.  A
  Demand Investor has the right to withdraw its Demand Request by giving written notice to the Company of its election to withdraw such request prior to the effective date of the registration statement filed in connection with such registration \(or, as
  the case may be, prior to the pricing of the applicable offering in the case of an offering registered on Form S-3 or any successors to such forms under the Securities Act\); however, a withdrawn Demand Request will still count toward the two Demand
  Request limit in any twelve \(12\) month period.  Upon receipt of notices from all applicable Demand Investors to such effect, the Company shall cease all efforts to seek effectiveness of the applicable registration statement.

(c) Allocation of Registrable Securities Included in a Public Offering. If the managing underwriter for any offering to be effected pursuant to this Section 3 (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises the Company in writing that the number of Registrable Securities sought to be included in such offering (including those sought to be offered by the Company and those sought to be offered by any Piggyback Investor) exceeds the maximum number of Registrable Securities whose inclusion in such offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Registrable Securities included in such public offering (the “Maximum Number”), the Company shall include in such registration (i) first, one hundred percent (100%) of the Registrable Securities sought to be offered by the Company and the Registrable Securities requested to be included in such registration by the Demand Request (if applicable) and other holders of Registrable Securities who have requested that their Registrable Securities be included (including any Piggyback Investor), allocated pro rata among the Company and such holders on the basis of the number of Registrable Securities initially proposed to be included by the Company and each such holder in such offering, up to the Maximum Number and (ii) second, to the extent the managing underwriter believes additional shares can be sold in the offering, any shares the Company proposes to sell up to the number of shares that, in the opinion of such managing underwriter, can be sold without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering). For purposes of this Section 4(c), references to “Piggyback Investor” shall include any piggyback investor pursuant to the ManagementCo Registration Rights Agreement and references to “Registrable Securities” shall include any securities sought to be offered by such piggyback investor(s) thereunder.

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(d) Further Assurances; Cooperation. In connection with a registration of Registrable Securities pursuant to this Section 3, the Company shall prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement promptly to become and remain effective for the periods specified by the Company, and each Piggyback Investor or Demand Investor, as applicable, shall provide such information to the Company as the Company may reasonably request in connection with such registration for account of such Piggyback Investor or Demand Investor, as applicable, and shall dispose of any such Registrable Securities pursuant to any registration in the manner contemplated thereby, and shall notify the Company in writing if they become aware of any material change or inaccuracy in such information. In addition, the Company and each Piggyback Investor or Demand Investor, as applicable, shall enter into underwriting or placement agreements with any underwriter or placement agent selling Registrable Securities in the customary form, including representations and warranties, customary “lock-up” provisions, and indemnification and contribution provisions; provided that no Piggyback Investor or Demand Investor, as applicable, that is included in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding (i) such holder’s ownership of its Registrable Securities to be sold in such offering, (ii) such holder’s power and authority to effect such Transfer and (iii) such matters pertaining to such holder’s compliance with securities Laws as may be reasonably requested by the managing underwriter(s), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except to the extent otherwise provided in Section 3(h) hereof. The Company and each Piggyback Investor or Demand Investor, as applicable, hereby agree to take such other customary actions reasonably necessary or appropriate to effectuate a registration pursuant to Section 3(a) and Section 3(b) in a timely manner, including, in the case of an underwritten offering, to the extent requested by the applicable managing underwriter(s) for such offering, entering into a customary “lock-up” agreement with the underwriters for such offering on terms no more restrictive than that of any “lock-up” agreement entered into by directors and officers of the Company.

(e) Suspension. The Company shall be entitled, by providing written notice to the Stockholders, no more than two (2) times in any twelve (12) month period and for a period of time not to exceed 180 days in the aggregate, to (i) suspend the use of any prospectus and registration statement on Form S-1 or S-3 or any successors to such forms under the Securities Act covering any Registrable Securities and (ii) require the Stockholders to suspend any offerings or sales of Registrable Securities, if the Company delivers to the Stockholders a certificate signed by an executive officer certifying that such offering or sale would (x) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration or (y) require the Company to prepare and file such amendments and supplements to the registration statement and prospectus as may be necessary to keep such registration statement effective and in compliance with the provisions of the Securities Act. Such certificate shall contain a statement of the reasons for such suspension and an approximation of the anticipated length of such suspension. The Stockholders shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 9.

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(f) Expenses. The expenses of preparation and filing of the prospectus, offer document, registration statement or equivalent document, including one legal counsel for the selling holders of Registrable Securities, and the fees and expenses payable to the underwriters or placement agents customarily paid by the issuers or sellers of securities (other than the Selling Expenses) shall be borne by the Company. Each Stockholder shall pay the fees and expenses of any counsel separately engaged by such Stockholder and shall bear its respective underwriting discounts, selling commissions and stock transfer taxes associated with a registered sale of the Registrable Securities held by the Stockholders (the “Selling Expenses”).

(g) Required Reports. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act, and it will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

(h) Indemnification.

(i)

In the event of any registration of any securities of the Company under the Securities Act pursuant to this Section 3, to the fullest extent permitted by applicable Law, the Company will indemnify and hold harmless each holder of Registrable Securities, each Affiliate of such holder and their respective directors and officers, members, managers and general and limited partners (and the directors, officers, employees, affiliates and each Person who controls such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (hereinafter referred to as a “Controlling Person”) of any of the foregoing), and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter (collectively, the “Seller Indemnified Parties”), against all claims, losses, damages and liabilities, joint or several, actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Claims”) and expenses arising out of or based on: (x) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (y) any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (z) any untrue statement or alleged untrue statement of a material fact contained in any issuer free writing prospectus prepared by it or authorized by it in writing for use by such holder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Company will reimburse each such Seller Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses incurred in connection with investigating and defending or settling any such Claim; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or alleged untrue statement or omission or alleged omission by such holder or underwriter but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, prospectus, or issuer free writing prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder and stated to be specifically for use therein; and provided further that the indemnity agreement contained in this Section 3(h) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed).

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(ii)

To the fullest extent permitted by applicable Law, each holder of Registrable Securities will, if Registrable Securities held by such holder are included in the registration statement or prospectus, indemnify and hold harmless the Company, all other holders of Registrable Securities or any prospective underwriter, as the case may be, and any of their respective affiliates, directors, officers, members, managers, general and limited partners and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (x) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (y) any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (z) any untrue statement or alleged untrue statement of a material fact contained in any issuer free writing prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each of the foregoing cases to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, or issuer free writing prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such holder and stated to be specifically for use therein; provided that the indemnity agreement contained in this Section 3(h) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the obligation to indemnify pursuant to this Section 3(h)(ii) shall be individual and several, not joint and several, for each participating holder and that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting the Selling Expenses) actually received by such selling holder from the sale of Registrable Securities covered by such registration statement.

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(iii)

Promptly after receipt by a Person entitled to indemnification pursuant to this Section 3(h) (a “Covered Party”) of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 3(h), such Covered Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Covered Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 3(h), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against a Covered Party, unless in such Covered Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Covered Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Covered Party, and after notice from the indemnifying party to such Covered Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Covered Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof unless (x) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (y) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, or (z) having assumed the defense of such claim or action, the indemnifying party fails to employ reasonably qualified counsel or to pursue the defense of such claim or action in a reasonably vigorous manner. The indemnifying party shall have no liability for any settlement made by the Covered Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Covered Party, unless such settlement or judgment (A) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Covered Party from all liability in respect of such action or proceeding and (B) does not involve an admission of wrongdoing, the imposition of equitable remedies, or the imposition of any other obligations on such Covered Party and does not otherwise adversely affect such Covered Party. A Covered Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

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(iv)

(A) If the indemnification provided for in this Section 3(h) from the indemnifying party is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, a Covered Party hereunder in respect of any Claim or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Covered Party, shall contribute to the amount paid or payable by such Covered Party as a result of such Claim or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Covered Party in connection with the actions which resulted in such Claim or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Covered Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Covered Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 3(h) as a result of the Claim and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any action or proceeding; and (B) the parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3(h)(iv) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 3(h). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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(v)	The obligations of the parties under this Section 3(h) shall be in addition to any liability which any party may otherwise have to any other party; provided that no party shall be required to indemnify a Covered Party more<br> than once in respect of the same Claims under this Section 3(h).

4. Term; Termination.

(a) The rights of the Strategic Investors, and the obligations of the Company and/or the Board, as applicable, to the Strategic Investors, under Section 2 shall terminate on the earlier of (i) such time as the “Investors” (as defined in the Master Transaction Agreement, dated as of May 31, 2024, by and among Pershing Square Holdco, L.P., Pershing Square Holdco GP, LLC, and such Investors) cease to own, collectively in the aggregate, at least 26,666,666 shares of Common Stock (as equitably adjusted for any stock splits, reverse stock splits, stock combinations or similar capital changes of the Company) and (ii) the first (1^st^) anniversary of the closing of the IPO.

(b) Subject to Section 4(a), this Agreement shall terminate and be of no further force and effect with respect to any Stockholder at such time that the Stockholder ceases to own any shares of Common Stock; provided, however, that each Party shall retain all rights and claims following such termination with respect to breaches of the covenants and agreements set forth in this Agreement occurring prior to the date of such termination.

5. Representations and Warranties.

(a) Each Stockholder represents and warrants to the Company that (i) this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding agreement of such Person, enforceable against it in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) the execution, delivery and performance by such Person of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such Person is a party or the organizational documents of such Person.

(b) The Company represents and warrants to each Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) the execution, delivery and performance by the Company of this Agreement does not violate or conflict with or result in a breach by the Company of or constitute (or with notice or lapse of time or both constitute) a default by the Company under its Governing Documents, any applicable Law or any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound.

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6. Notices. Any notice or other communication required or permitted to be given hereunder will be in writing and will be deemed to have been duly given if delivered by prepaid first-class mail, by email or other means of electronic communication or by hand-delivery and addressed as follows:

If to the Company, to:

Pershing Square Inc.

787 Eleventh Ave

New York, New York 10019

Attention: Chief Legal Officer

Email: [redacted]

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention:

Scott D. Miller

Ken Li

Email:

[redacted]

If to a Stockholder, to the address and email for such Stockholder indicated in the Company’s records.

7. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Stockholder without the prior written consent of the Company; provided, however, that a Stockholder may, without the consent of the Company, assign any of its rights and obligations hereunder to a Transferee that is a controlled Affiliate of such Stockholder upon the Transfer of all or any portion of the shares of Common Stock beneficially owned (directly or indirectly) by such Stockholder in accordance with the terms and provisions of this Agreement, so long as such Transferee, if not already a party to this Agreement, executes and delivers to the Company a joinder to this Agreement. This Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

8. Reliance on Counsel and Other Advisors. Each Party has consulted such legal, financial, technical or other expert as it deems necessary or desirable before entering into this Agreement. Each Party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement.

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9. Confidentiality. Each Stockholder agrees, and agrees to cause its controlled Affiliates, to keep confidential and not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any Confidential Information; provided, however, that a Stockholder may disclose Confidential Information (i) to the extent required pursuant to applicable Law (provided, that such Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, including, without limitation, by obtaining an appropriate protective order or other reliable assurance that confidential treatment will be accorded the information required to be disclosed), (ii) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company or (iii) to any Affiliate, partner, member or equityholder of such Stockholder in the ordinary course of business (provided that such Stockholder informs such Persons that such information is confidential and directs such Persons to maintain the confidentiality of such information).

10. Governing Law; Venue. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. EACH OF THE PARTIES HEREBY AGREES THAT ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT (WHETHER BROUGHT BY ANY PARTY OR ANY OF ITS AFFILIATES OR AGAINST ANY PARTY OR ANY OF ITS AFFILIATES) SHALL BE BROUGHT IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK AND EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, SUCH COURTS AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via email or other electronic transmission), it being understood that each party need not sign the same counterpart.

12. Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

13. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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14. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties and supersedes any and all prior agreements, undertakings and negotiations (in each case, both oral and written) among the Parties relating to the subject matter hereof.

15. Parties in Interest; No Third-Party Beneficiaries. Except as otherwise expressly provided herein, nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the Parties and their respective legal representatives, successors and permitted assigns) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained in this Agreement, as a third-party beneficiary or otherwise. This Agreement may only be enforced against, and any action, proceeding, right or remedy that may be based upon, arise out of or relate to, this Agreement or the negotiation, execution or performance of this Agreement, may only be made against the Persons that are expressly identified as Parties to this Agreement.

16. Certain Remedies. The Parties agree that irreparable damage would occur in the event that any provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that each of the Parties shall be entitled to an injunction or injunctions (without necessity of proving damages or posting a bond or other security) to prevent breaches of this Agreement, and to enforce specifically the terms and provisions of this Agreement, in addition to any other applicable remedies at law or equity.

17. Interpretation; Headings. The Parties hereto have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Unless the context otherwise requires, as used in this Agreement: (i) “or” shall mean “and/or”; (ii) “including” and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice versa; (iv) references to “written” or “in writing” include in visual electronic form; (v) words of one gender shall be construed to apply to each gender; and (vi) the term “Section” refers to the specified Section of this Agreement.

18. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (II) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.

[Signature Page Follows]

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed as of the date first set forth above.

PERSHING SQUARE INC.
By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Chief Executive Officer