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Changes to the LTBT and Class T Common Stock

The terms of the LTBT and the rights of our Class T common stock may be amended as follows (any of which, 
the “Trust Amendment Threshold”):  

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•

if  the  Trustees  are  voting  in  favor  of  such  amendments,  upon  approval  of  80%  of  the  authorized 
members of our board of directors and 80% of the Trustees then in office (in each case, rounded up or 
down to the nearest whole number (any exact 0.5 rounding up));

if  our  Class  F  common  stock  remains  outstanding  and  the  Trustees  are  not  voting  in  favor  of  such 
amendments:

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until  the  third  anniversary  of  the  completion  of  this  offering,  upon  approval  by  (i)  our  Class  F 
common  stock  acting  pursuant  to  the  unanimous  approval  of  the  Continuing  Founders,  (ii)  a 
majority  of  the  votes  cast  by  our  Class  E  common  stock  (subject  to  a  quorum  of  40%  of  the 
outstanding Class E common stock), and (iii) a majority of the votes cast by our outstanding Class 
A common stock (subject to a quorum of a majority of outstanding Class A common stock); or

at any time, upon approval by (i) our Class F common stock acting by decision of 66 2/3% of the 
Continuing Founders (rounded up to the nearest whole number), (ii) 75% of the votes cast by our 
Class E common stock (subject to a quorum of a majority of outstanding Class E common stock), 
and  (iii)  a  majority  of  the  votes  cast  by  our  Class  A  common  stock  (subject  to  a  quorum  of  a 
majority of outstanding Class A common stock); or

•

if  no  Class  F  common  stock  remains  outstanding  and  the  Trustees  are  not  voting  in  favor  of  such 
amendments, upon approval of 85% of our outstanding shares of Class A common stock. 

In addition, our Class T common stock may be redeemed by us for no consideration upon approval of persons 
comprising the above thresholds for amendments of the terms of the LTBT or the rights of our Class T common 
stock.

Trustees of the LTBT

The LTBT is governed by five Trustees. The Trustees have the authority to appoint the Trustees by majority vote 
of  the  Trustees  then  in  office  and  to  remove  the  Trustees  by  majority  vote  of  the  total  number  of  authorized 
Trustees  or  by  the  unanimous  approval  of  the  other  Trustees  then  in  office  and  the  approval  of  the  NGC, 
provided that the LTBT must provide at least 30 days’ prior written notice to our NGC before effecting any such 
appointment  or  removal.  The  notice  period  is  waivable  by  our  NGC  in  its  discretion.  Trustees  may  also  be 
removed by order of the Court of Chancery of the State of Delaware upon petition by a person designated by the 
Trust  Agreement  as  having  the  power  to  enforce  the  agreement  if  a  Trustee  has  engaged  in  disqualifying 
conduct and removal would best serve the purpose of the LTBT. Trustees will serve annual terms, and there is 
no  limit  to  the  number  of  terms  a  Trustee  may  serve.  Trustees  are  selected  based  on  their  expertise  in  areas 
relevant  to  the  LTBT’s  purpose,  including  AI  safety,  national  security,  public  policy,  social  enterprise,  and 
related fields. In practice to date, the Trustees and company executives have collaborated closely on sourcing, 
interviewing, and selecting Trustees. Of the five authorized seats for Trustees, one is currently vacant. 

Dr. Neil “Buddy” Shah has served as a Trustee and Chair of the LTBT since June 2023. Dr. Shah will also serve 
as an initial manager of the Anthropic Public Benefit Fund. Dr. Shah has served as Chief Executive Officer of the 
Clinton Health Access Initiative (“CHAI”), a global health organization focused on improving access to health 
services  in  low-  and  middle-income  countries,  since  June  2022.  Prior  to  joining  CHAI,  Dr.  Shah  served  as 
Managing Director of GiveWell, a nonprofit organization focused on directing charitable capital to cost-effective 
global  health  and  development  programs,  and,  before  that,  as  co-founder  and  Chief  Executive  Officer  of 
IDinsight,  a  global  advisory,  data  analytics,  and  research  organization.  He  holds  an  A.B.  in  Economics  from 
Harvard University, an M.D. with an emphasis in global health policy from Albert Einstein College of Medicine, 
and an M.P.A. in International Development from Harvard Kennedy School of Government.

Dr. Shah was selected to serve as a Trustee because of his expertise in global health, impact measurement, and 
social enterprise, and his experience evaluating the long-term societal effects of large-scale programs.

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