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Nominating and Corporate Governance Committee 

Our NGC consists of Ms. Amodei, Mr. Hastings, and Ms. Razavi, with Ms. Amodei serving as Chairperson. Our 
board  of  directors  has  determined  that  each  of  Mr.  Hastings  and  Ms.  Razavi  meets  the  requirements  for 
independence  under  the  listing  standards  of  the  Nasdaq  Global  Select  Market.  We  will  utilize  the  “controlled 
company”  exemption  from  having  an  NGC  composed  entirely  of  independent  directors,  and  our  NGC  will  be 
composed  of  one  Class  T  director  and  two  directors  who  are  not  Class  T  directors.  We  believe  that  the 
composition and functioning of our NGC complies with all applicable requirements of the Sarbanes-Oxley Act 
and  all  applicable  SEC  rules  and  regulations.  Following  the  completion  of  this  offering,  our  NGC  will,  among 
other things:

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assist  the  board  of  directors  in  evaluating  individuals  to  become  members  of  our  board  of  directors, 
including through the exercise of governance rights conferred upon the NGC pursuant to our governing 
documents; 

evaluate the performance of our board of directors and its committees; 

consider  and  make  recommendations  to  our  board  of  directors  regarding  the  skills,  experience, 
characteristics, and other criteria for evaluating directors; 

evaluate the adequacy of our corporate governance practices; and 

develop  and  make  recommendations  to  our  board  of  directors  regarding  corporate  governance 
guidelines and matters. 

In  connection  with  our  novel  corporate  governance  structure,  our  NGC  will  also  have  the  right  to  receive  30 
days’ prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder LLC 
or the proposed removal of such directors, as well as appointments and removals of the Trustees of the LTBT. 
Our  NGC  may  waive  such  notice  periods  in  its  discretion.  With  respect  to  the  Specified  Class  T  Director,  the 
LTBT’s ability to nominate or remove that director or change the director designated as the Specified Class T 
Director  is  subject  to  the  concurrence  of  our  NGC.  These  procedural  requirements  are  intended  to  promote 
collaboration between the LTBT Trustees and our leadership in identifying and sourcing candidates to serve as 
LTBT  Trustees  or  members  of  our  board  of  directors,  and  do  not  give  our  board  of  directors  the  substantive 
ability  to  limit  the  LTBT’s  freedom  to  elect  directors  of  its  choosing.  However,  with  respect  to  the  Specified 
Class  T  Director,  if  our  NGC  does  not  concur  with  such  nomination,  removal,  or  change  within  15  days  of 
receiving  notice,  the  matter  may  be  submitted  to  a  vote  of  the  holders  of  our  Class  E  common  stock.  When 
voting upon a proposal to nominate, remove, or change the Specified Class T Director, the requisite approval of 
our Class E common stock will require a majority of votes cast by our Class E common stock and quorum will 
require the presence, in person or by proxy, of a majority of the outstanding shares of Class E common stock. 
The LTBT may withdraw any notice of nomination or removal at any time before the taking of such a vote.

Our  NGC  will  operate  under  a  written  charter,  to  be  effective  prior  to  the  completion  of  this  offering,  that 
satisfies the applicable listing standards of the Nasdaq Global Select Market. 

Safety and Risk Committee 

Our  safety  and  risk  committee  consists  of  two  independent  directors,  currently  Mr.  Liddell  and  Dr. 
Narasimhan, with Dr. Narasimhan serving as Chairperson. Our safety and risk committee assists our board in 
overseeing, among other things: 

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the safety and security of our AI models, including the policies, processes, controls, and other measures 
we maintain to identify, assess, and manage significant model safety and security risks; and

the  other  material  risks  we  face,  including  legal,  regulatory,  cybersecurity,  privacy,  and  compliance 
risks.

Our safety and risk committee operates under a written charter approved by our board of directors.

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