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stockholders.  Neither  of  the  DAFs  holds  5%  or  more  of  the  outstanding  shares  of  any  class  of  our  voting 
securities. 

Dario Amodei, our Chief Executive Officer and a member of our board of directors, is party to the Voting Proxy 
Agreements  as  the  proxyholder  thereunder,  pursuant  to  which  he  has  the  right  to  vote  shares  of  our  voting 
securities currently owned or subsequently acquired by the DAFs (any such votable securities, “Voting Shares”) 
in his sole and absolute discretion; provided, however, that any shares of our voting securities held by the DAFs 
as a result of a stock transfer or donation by our Chief Executive Officer or any of such officer’s family members 
or  affiliates  will  not  be  considered  Voting  Shares  for  purposes  of  the  Voting  Proxy  Agreements.  Our  board  of 
directors may, from time to time, designate certain other individuals as the proxyholder subject to the terms set 
forth in the Voting Proxy Agreements.

Employment Arrangements with Immediate Family Members of Our 
Executive Officers

Holden  Karnofsky,  the  spouse  of  Daniela  Amodei,  our  executive  officer  and  Chairperson  of  our  board  of 
directors, has been employed by us since January 2025. During 2025 and 2026 to date, Mr. Karnofsky received 
total  cash  compensation,  including  base  salary,  bonus,  and  other  compensation,  of  $430,213  and $                   , 
respectively.  During  this  time,  Mr.  Karnofsky  received  options  to  purchase 179,500  shares  of  our  Class  A 
common  stock  and  RSUs  covering 761,700  shares  of  our  Class  A  common  stock. Mr.  Karnofsky’s  total 
compensation and benefits were in line with employees of comparable experience that held similar roles.

Stockholders’ Agreement

Immediately prior to the completion of this offering, we will enter into the Stockholders’ Agreement with the 
LTBT  and  the  Founder  LLC.  The  Stockholders’  Agreement  contains  provisions  relating  to  the  composition  of 
our  board  of  directors,  which  are  discussed  under  the  sections  titled  “Management—Board  of  Directors,” 
“Management—Committees of the Board of Directors—Nominating and Corporate Governance Committee” and 
“Our Governance Structure and Its Goals—Long-Term Benefit Trust—Election and Removal of Directors.”

Voting Agreement

Under  the  Stockholders’  Agreement,  the  Founder  LLC  and  the  LTBT  will  agree  to  vote  their  shares  and  take 
other  actions  to  give  effect  to  the  board  composition,  and  director  nomination  and  removal,  provisions 
described  under  the  sections  titled  “Management—Board  of  Directors,”  “Management—Committees  of  the 
Board of Directors—Nominating and Corporate Governance Committee,” and “Our Governance Structure and 
Its Goals—Long-Term Benefit Trust—Election and Removal of Directors.”

Notice Rights

Under  the  Stockholders’  Agreement,  for  so  long  as  our  Class  T  common  stock  remains  outstanding,  we  have 
agreed not to take specified actions, including a liquidation event, a transfer of control of an AI model exceeding 
capabilities thresholds established by our board of directors, a sale of 50% or more of our outstanding voting 
power  or  economic  interests  represented  by  our  capital  stock,  or  the  commencement  of  a  bankruptcy, 
insolvency, or similar proceeding with respect to the company, without providing advance written notice to the 
LTBT, which notice period may be waived.

Expense Reimbursement and Indemnification

We have agreed to reimburse or advance to the Founder LLC and the LTBT their reasonable and documented 
out-of-pocket expenses, including legal fees, incurred in connection with specified matters relating to, among 
other  things,  their  ownership  of  our  capital  stock  and  the  exercise  of  their  rights  and  obligations  under  our 
governance documents. We have also agreed to enter into indemnification agreements with the Founder LLC 
and the LTBT providing for indemnification, to the fullest extent permitted by law, of those entities and their 
related persons in connection with those same matters, without limitation of other indemnification agreements 
to which we may be a party.

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