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Long-Term Benefit Trust

We  created  the  LTBT,  which  was  designed  to  ensure  that  we  are  managed  in  a  manner  that  responsibly 
balances our tripartite goals as a PBC: (i) the pecuniary interests of our stockholders, (ii) the best interests of 
those materially affected by our conduct, and (iii) the Company Purpose. The LTBT is organized as a common 
law “noncharitable purpose trust” under Delaware law and governed by the Long-Term Benefit Trust Amended 
and  Restated  Trust  Agreement  (the  “Trust  Agreement”).  The  LTBT  is  intended  to  operate  as  an  independent 
body of Trustees with expertise in AI safety, national security, public policy, and social enterprise. The LTBT’s 
arrangements  are  designed  to  minimize  the  LTBT’s  and  the  Trustees’  exposure  to  our  financial  performance 
and grant the Trustees sufficient independence to ensure we are striking this balance appropriately.

Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect 
and  remove  the  Class  T  directors,  who  together  will  constitute  a  majority  of  the  authorized  members  of  our 
board of directors. Class T common stock has no economic rights. 

Decisions regarding our business and affairs are made by our board of directors. While the LTBT has significant 
influence over our board of directors through its ability to generally elect and remove Class T directors, neither 
the LTBT nor the Trustees have decision-making authority in the day-to-day management or strategy setting of 
the company. The LTBT’s role is to select directors who are well-equipped to responsibly balance our tripartite 
goals  as  a  PBC,  and  to  support  our  management’s  decision-making  through  advice  and  guidance.  Certain 
actions, such as a merger, consolidation, or sale of all or substantially all of our assets, will require the approval 
of our board of directors pursuant to Delaware law, a majority of whom are elected by the LTBT.

Election and Removal of Directors

As the sole holder of Class T common stock, the LTBT generally has the authority to elect and remove the Class 
T directors, who together will constitute a majority of the authorized members of our board of directors. Our 
Class T common stock will not vote on the election or removal of directors elected by the holders of our Class A 
common  stock  and  Class  F  common  stock,  who  will  be  elected  or  removed  solely  by  the  holders  of  Class  A 
common  stock  and  Class  F  common  stock,  voting  together.  For  a  discussion  of  the  members  of  our  board  of 
directors who are currently Class T directors and those that will be Class T directors upon the completion of this 
offering, see the section titled “Management—Board of Directors.”

Prior to nominating or removing a director, the nominating party must provide at least 30 days’ notice to our 
NGC, which notice period is waivable by our NGC in its discretion. Following the completion of this offering, 
our NGC will be composed of one Class T director and two directors who are not Class T directors and will act 
by majority vote.

With  respect  to  one  of  the  Class  T  director  seats  (the  “Specified  Class  T  Director”),  the  LTBT’s  ability  to 
nominate  that  director,  to  remove  that  director  without  cause,  or  to  change  the  director  designated  as  the 
Specified  Class  T  Director  is  subject  to  the  concurrence  of  our  NGC.  If  our  NGC  does  not  concur  with  such 
nomination, removal, or change in designation within 15 days of receiving notice, the matter will be submitted 
to a vote of the holders of our Class E common stock unless the LTBT elects to withdraw the notice. If submitted 
to a vote of the holders of Class E common stock, approval of the LTBT’s proposal will require a majority of the 
votes cast by our Class E common stock (subject to a quorum of a majority of our outstanding Class E common 
stock). The LTBT may withdraw any notice of nomination, removal, or change in designation at any time before 
the  taking  of  such  a  vote.  Any  Class  T  director,  including  the  Specified  Class  T  Director,  may  be  removed  for 
cause, which will be determined in accordance with Delaware law, without the concurrence of our NGC or the 
approval  of  the  holders  of  our  Class  E  common  stock;  provided,  however,  that  each  of  the  LTBT  and  the 
Founder  LLC  has  agreed  to  provide  30  calendar  days’  notice  to  the  other  stockholder  and  the  NGC  prior  to 
effecting a removal of any director for cause.

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