Pershing Square GP LLC

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

       1. PS LP

              The fees applicable to PS LP are set forth in detail in its offering document. A
brief summary of these fees is provided below. Neither the Adviser nor the Management
Company receive any fees from SPARC or SPARC Sponsor.

               Management Fee

                The Management Company 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. The Management Company may waive the
management fee with respect to the capital accounts of members, partners, officers, managers,
employees or affiliates of the Management Company or the Adviser or other limited partners in
the Management Company’s sole discretion.

               Performance Allocation

                 On January 1, 2017, PS LP 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 PS
LP’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 PS LP 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 Adviser 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).

               Tranche G Interests

              At the end of each “Tranche G performance calculation period” (as defined
below) the Adviser 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.

                                                                                           #605215.2

                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 PS LP’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 Adviser may waive the performance allocation with respect to the capital
accounts of members, partners, officers, managers, employees or affiliates of the Management
Company or the Adviser or other limited partners in the Adviser’s sole discretion.

       2. Other Accounts

                The Adviser or the Management Company may offer Other Accounts, including
co-investment opportunities alongside the Funds, to third parties selected by the Adviser or the
Management Company in their sole discretion, including, without limitation, certain existing
investors of the Funds and/or the existing Other Accounts. Co-investment opportunities may be
...

TYPES OF CLIENTS

               As noted above, the Adviser provides advice to the Funds, which are private
investment funds. Investors in the Funds may include high net worth individuals, pension funds
and profit-sharing plans, trusts, estates, charitable organizations, corporations, business entities,
and endowments. The Funds require minimum initial subscriptions from their investors as
outlined in each such Fund’s offering document. The Funds may accept lower subscription
amounts under the circumstances described in the applicable Fund’s offering document.

                                                                                              #605215.2