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letters of credit. On and after the Guarantee and Collateral Release Date (as defined below), such commitment 
fees will vary depending on our credit ratings, as set forth in the A&R Credit Agreement. Our obligations under 
the  A&R  Credit  Facility  are  required  to  be  guaranteed  by  certain  of  our  material  subsidiaries  and  secured  by 
substantially  all  of  our  assets  and  the  assets  of  such  subsidiary  guarantors,  subject  to  certain  exceptions  and 
exclusions  set  forth  in  the  A&R  Credit  Agreement.  The  A&R  Credit  Agreement  further  provides  that,  on  and 
after the date we have obtained an Investment Grade Rating (as defined in the A&R Credit Agreement) from at 
least two out of three of Moody’s, S&P, and Fitch, at our election, all guarantees and security interests securing 
the  obligations  under  the  A&R  Credit  Facility  will  be  released,  discharged,  and  terminated,  subject  to  certain 
conditions set forth in the A&R Credit Agreement (such date, the “Guarantee and Collateral Release Date”).

Borrowings  under  the  A&R  Credit  Facility  bear  interest  at  rates  based  on  either  the  Alternate  Base  Rate  (as 
defined in the A&R Credit Agreement), Term SOFR Rate (as defined in the A&R Credit Agreement), or other 
applicable  benchmark  rates  in  the  case  of  foreign  currencies,  plus  an  applicable  margin.  From  and  after  the 
Guarantee  and  Collateral  Release  Date,  such  applicable  margin  will  vary  depending  on  our  credit  ratings,  as 
more fully set forth in the A&R Credit Agreement. In addition, the A&R Credit Agreement includes customary 
affirmative and negative covenants, including, but not limited to, restrictions on additional indebtedness, liens, 
asset sales, investments, mergers, and restricted payments. On and after the Guarantee and Collateral Release 
Date,  the  negative  covenants  limiting  asset  sales,  investments,  restricted  payments,  and  affiliate  transactions 
will cease to apply and the negative covenants restricting additional indebtedness and liens will be modified in 
certain respects, including to permit additional indebtedness, subject to a cap on certain indebtedness that is 
secured  by  assets  that  do  not  secure  the  A&R  Credit  Facility  or  that  is  incurred  or  guaranteed  by  restricted 
subsidiaries  that  are  not  guarantors  under  the  A&R  Credit  Facility.  The  A&R  Credit  Agreement  includes  a 
financial covenant requiring that we maintain liquidity of at least $5.0 billion as of the last day of each fiscal 
quarter, beginning with the fiscal quarter ending December 31, 2026. The A&R Credit Agreement also includes 
customary events of default, which, if triggered, could result in the acceleration of amounts due under the A&R 
Credit Facility and termination of the commitments thereunder.

AMD Agreement

In  July  2026,  we  entered  into  a  hardware  supply  framework  agreement  (the  “Hardware  Supply  Agreement”) 
with Advanced Micro Devices, Inc. (“AMD”) to purchase, lease, or access AMD-based Helios rack-scale systems 
featuring AMD Instinct™ MI450 series GPUs. Pursuant to the terms of the Hardware Supply Agreement, AMD 
has  provided  a  commitment  to  purchase  up  to  $5.0  billion  of  our  Class  N  common  stock,  which  becomes 
available  for  us  to  draw  on  in  increments  following  the  achievement  of  specified  AMD  GPU  delivery  and 
deployment milestones. Based on the deployment schedule contemplated by the Hardware Supply Agreement, 
we  expect  the  first  of  such  milestones  to  be  achieved  in  2027.  Following  the  completion  of  this  offering,  any 
purchases of our Class N common stock will be made at a price per share equal to the volume-weighted average 
price of our Class A common stock over the 30 trading days immediately preceding the applicable closing date 
of  such  purchase,  and  we  must  make  any  draw  request  within  12  months  following  the  final  delivery  and 
deployment of AMD GPU capacity under the Hardware Supply Agreement.

Convertible Notes

Overview

We  have  entered  into NPAs  with  each  of  Google  (through  Google  LLC),  Amazon  (through  Amazon  Web 
Services,  Inc.),  and  Broadcom  that  provide  for  the  issuance  of  convertible  promissory  notes  and,  in  certain 
cases,  shares  of  our  non-voting  capital  stock.  Our  NPAs  with  Google  consist  of  agreements  entered  into  in 
September  2023  and  August  2024,  pursuant  to  which  all  convertible  promissory  notes  previously  issued 
thereunder have been fully converted into non-voting redeemable convertible preferred stock and under which 
no additional notes may be issued, and an agreement entered into in March 2026 (“Google 2026 NPA”), which 
provides for potential future financing capacity, subject to certain conditions described below. Our NPAs with 
Amazon consist of the Amazon 2023 NPA and the Amazon 2024 NPA, pursuant to which we previously issued 
convertible  promissory  notes, approximately  $6.2  billion  aggregate  principal  amount  of  which  remains 
outstanding  as  described  below  under  “—Outstanding  Notes,”  and  under  which  no  additional  notes  may  be 
issued, and the 2026 Stock Purchase and Convertible Note Facility Agreement, dated as of April 20, 2026, by 
and  between  us  and  Amazon  (“Amazon  2026  NPA”),  which  provides  for  potential  future  financing  capacity, 
subject  to  certain  conditions  described  below. The  Infrastructure  Partner  2026  NPA  provides  for  potential 

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