Pershing Square Capital Management LP

FEES AND COMPENSATION

       A.      Advisory Fees and Compensation.

             The fees applicable to each Fund are set forth in detail in their respective offering
documents. The fees applicable to HHH are set forth in detail in the Services Agreement. A brief
summary of these fees is provided below. The Adviser does not receive any fees from SPARC or
SPARC Sponsor.

               1.      PSLP

                       a.      Management Fee

               The Adviser generally is paid quarterly a management fee equal to 0.375% (1.5%
on an annual basis) of the net asset value (before any accrued performance fee) of the capital
accounts relating to each limited partner, payable in advance at the beginning of each quarter and
prorated for any partial quarter. In connection with the acquisition of 9,000,000 shares of common
stock of HHH by PS, which are currently held by a wholly owned subsidiary of the Adviser (the
“HHH Transaction”), the Adviser agreed to reduce the management fees payable to the Adviser
by PSLP by an amount equal to the fees payable to the Adviser by HHH that are attributable to the
shares of HHH common stock (if any) held by PSLP, to the extent such shares are included in the
fee-paying assets of PSLP. The Adviser may waive the management fee with respect to the capital
accounts of members, partners, officers, managers, employees or affiliates of the General Partner
or the Adviser or other limited partners in the Adviser’s sole discretion.

                       b.      Performance Allocation

                 On January 1, 2017, PSLP offered a new tranche of limited partnership interests
(the “Tranche G Interests”) which have equal rights and privileges as the limited partnership
interests existing as of that date (the “Existing Interests”), except as otherwise described in PSLP’s
offering memorandum, as the same may be supplemented from time to time. Capital accounts
established in connection with the purchase of Tranche G Interests are referred to herein as
“Tranche G capital accounts”. For the avoidance of doubt, except as otherwise described herein,
all references to “interests” and “capital accounts” of PSLP will include the Tranche G interests
and the Tranche G capital accounts, as the context requires. As of November 2022, Tranche G
Interests are no longer being offered.

Existing Interests

                 The General Partner is generally entitled to be allocated from each capital account
that relates to an Existing Interest an annual performance allocation equal to 20% of the increase
in the net asset value (after reduction for the management fee and the balance of such capital
account’s loss recovery account), if any, of such capital account (adjusted for redemptions).

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Tranche G Interests

              At the end of each “Tranche G performance calculation period” (as defined below)
the General Partner is generally entitled to be allocated from each Tranche G capital account an
annual performance allocation equal to 30% of the amount by which the “Tranche G return
amount” (as defined below) of such Tranche G capital account exceeds the “Tranche G hurdle
amount” (as defined below) of such Tranche G capital account.

              The “Tranche G return amount” is the increase in the net asset value, if any, of such
Tranche G capital account during a Tranche G performance calculation period (after reduction for
the management fee and the balance of such Tranche G capital account’s loss recovery account).
The Tranche G return amount will be adjusted for any Tranche G Interests redeemed during such
Tranche G performance calculation period.

                The “Tranche G hurdle amount” is an amount that is equal to a 5% annualized
return on the net asset value of such Tranche G capital account at the beginning of such Tranche G
performance calculation period. The Tranche G hurdle amount will be calculated separately for
each Tranche G performance calculation period on a linear basis taking into account twelve (12)
equal calendar months and will be neither cumulative nor compounded from one Tranche G
performance calculation period to a subsequent Tranche G performance calculation period. The
Tranche G hurdle amount will be prorated with respect to (i) any Tranche G Interest established
on dates other than the first day of a calendar year and (ii) any Tranche G Interest redeemed on
dates other than the last day of a calendar year, in each case, based on the actual number of months
in the applicable calendar year that such Tranche G capital account exists.

                The initial “Tranche G performance calculation period” with respect to any
Tranche G capital account is the period beginning on the date such Tranche G capital account is
established. Subsequent Tranche G performance calculation periods with respect to any such
Tranche G capital account will begin on the first day of each subsequent calendar year following
the initial Tranche G performance calculation period. Each Tranche G performance calculation
period will end on the earlier of (i) December 31 of each year and (ii) a redemption date during
such year but only with respect to Tranche G Interests redeemed as of such redemption date.

General

               The performance allocation is calculated based on both realized gains and losses
and unrealized appreciation and depreciation of securities held in PSLP’s portfolio. Generally, any
decrease in the net asset value in a fiscal year allocated to any limited partner’s capital account is
carried forward in a “loss recovery account” so that no performance allocation is charged to that
capital account unless the losses have been recouped, subject to various adjustments.

               The General Partner may waive the performance allocation with respect to the
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TYPES OF CLIENTS

                As noted above, the Adviser currently provides advice to PSUS, a registered
investment company, and PSLP, PSINTL, and PSH, which are investment funds, and to HHH, a
publicly listed holding company of operating businesses. Investors in the Private Funds may
include high net worth individuals, pension funds and profit-sharing plans, trusts, estates,
charitable organizations, corporations, business entities, endowments and foreign sovereign wealth
funds. Investors in PSH, PSUS, and HHH include any purchaser of, respectively, PSH, PSUS, or
HHH’s public shares. The Private Funds require minimum initial subscriptions from their investors
as outlined in each such Fund’s offering document. The Private Funds may accept lower
subscription amounts under the circumstances described in the applicable Private Fund’s offering
document. The Adviser may provide investment advice to other types of accounts, including but
not limited to, insurance companies.

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