Contract

Exhibit 4.1

CONFIDENTIAL

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERS AND OTHER AGREEMENTS SET FORTH IN SECTION 6 OF THIS WARRANT AND THE CERTIFICATE OF INCORPORATION OF THE COMPANY. A COPY OF SUCH CERTIFICATE OF INCORPORATION MAY BE OBTAINED BY THE WARRANTHOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

SE Global Holdings, Inc.

Amended and Restated Warrant to Purchase Shares

Warrant Certificate No.: 1

Number of Warrants Represented Hereby: 3,991,809

Number of Shares: 3,991,809

Date of Issuance: January 9, 2026 (the “Effective Date”)

Date of Amendment and Restatement: August 17, 2026

Exercise Period: Ten (10) years from the Effective Date

SE Global Holdings, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that OpenAI Infra Holdings, LLC (“OpenAI”), or its registered permitted assigns (OpenAI and such registered permitted assigns collectively, the “Warrantholder”), is entitled, subject to the terms and conditions set forth herein, to purchase from the Company 3,991,809 shares of Common Stock (the “Shares”) of the Company (such number of shares, as adjusted pursuant to the terms hereof, the “Warrant Shares”) at a purchase price per Share of $0.01 (such purchase price, as adjusted pursuant to the terms hereof, the “Warrant Price”). This Amended and Restated Warrant amends, restates and supersedes in its entirety that certain Warrant to Purchase Units, dated as of January 9, 2026 (the “Original Warrant”), issued by the Company to the Warrantholder in connection with that certain (x) Foundation Agreement, dated as of January 9, 2026 (the “Foundation Agreement”), by and among OpenAI, Energy Global, LP (“Energy Global”) and SoftBank Group Corp. and (y) lease agreement by and between Orion DC I, LLC and Milam County DC, LLC, dated as of January 9, 2026 and (z) lease agreement by and between Orion DC I, LLC and Milam County DC, LLC, dated as of January 9, 2026 ((y) and (z) together, the “Orion Lease Agreements”), attached thereto. The Original Warrant was intended as a material inducement for OpenAI to enter into the Foundation Agreement and as an incentive for OpenAI to engage in the transactions contemplated by the Foundation Agreement (including the Orion Lease Agreements). The Original Warrant provided for the issuance of 8,554,600 Warrant Shares. In connection, and as part of the consideration for, Energy Global’s agreement to enter into, or cause one or more other members of the SBE Group to enter into, one or more lease agreements with OpenAI or one or more of its Affiliates with respect to the Portsmouth Project, the Warrantholder hereby acknowledges and agrees that 4,562,791 of such Warrant

Shares have been forfeited and cancelled, and the Warrantholder has no further rights with respect thereto. The parties are entering into this Amended and Restated Warrant to reflect such forfeiture and to modify the vesting schedule applicable to the remaining 3,991,809 Warrant Shares. Terms used herein, but not otherwise defined herein, shall have the meanings assigned to them in the Foundation Agreement.

1. Exercise.

(a) The Warrant shall vest and become exercisable with respect to the Warrant Shares in accordance with the vesting schedule as set forth in Exhibit E hereto (such portion of vested Shares, the “Vested Warrant Shares”). The Warrant shall be exercisable in respect of the Vested Warrant Shares in whole or in part at the option of the Warrantholder at any time or from time to time prior to the later of (i) 5:00 p.m., Eastern time (the “Close of Business”), on January 9, 2036 and (ii) such date and time as all Regulatory Approvals (as defined below), if any, required in connection with the exercise of this Warrant have been obtained (such later date and time, the “Expiration Date”). The portion of the Warrant that is then unvested shall be automatically cancelled upon the Expiration Date. Upon the early termination of the Foundation Agreement by OpenAI under Section 4.1(a)(ii) of the Foundation Agreement, any portion of this Warrant that is then unvested shall automatically vest and become exercisable.

(b) If OpenAI ceases to have any rights with respect to a Project under Section 4.3 of the Foundation Agreement, then a portion of the Warrant that is then unvested shall be automatically cancelled pursuant to the procedure described in Section 1(f).

(c) In the event that Energy Global or any other member of the SBE Group (as defined in the Foundation Agreement) materially breaches Section 3.4 of the Foundation Agreement by failing to seek OpenAI’s prior written consent where required or proceeding in a course of action without OpenAI’s consent, following notice and the expiration of any applicable cure period (which shall in no event be fewer than twenty (20) days after Energy Global’s receipt of a good-faith written notice of breach from OpenAI), then a portion of the Warrant that is then unvested shall automatically vest and become exercisable pursuant to the procedure described in Section 1(f).

(d) If Energy Global or any other member of the SBE Group, on three separate occasions following notice and the expiration of any applicable cure period (which shall in no event be fewer than twenty (20) days after Energy Global’s receipt of a good-faith written notice of breach from OpenAI), materially breaches its obligations (if any) under Section 3.2 of the Foundation Agreement with respect to a particular Project, then, upon the third such failure under the applicable provision, a portion of the Warrant that is then unvested shall automatically vest and become exercisable pursuant to the procedure described in Section 1(f).

(e) If any other event, fact or circumstance occurs that causes the Foundation Agreement to become terminable by OpenAI pursuant to Section 4.1(a)(ii)(A) of the Foundation Agreement, then OpenAI shall have the right, upon written notice to the Company, to cause a portion of the Warrant that is then unvested to vest and become exercisable pursuant to the procedure described in Section 1(f); provided, that if OpenAI elects to exercise such right, then OpenAI shall not exercise its right to terminate the Foundation Agreement pursuant to Section 4.1(a)(ii)(A) as a result of such event, fact or circumstance (but, for clarity, this proviso shall not prevent or otherwise restrict OpenAI from exercising its right to terminate the Foundation

Agreement as a result of any other event, fact or circumstance that causes the Foundation Agreement to become terminable by OpenAI pursuant to Section 4.1(a)(ii)(A) thereof).

(f) For each of Sections 1(b) through (e) and subject to the below pro rata adjustment, if the applicable breach or breaches (or other event, fact or circumstance) giving rise to a cancellation or vesting event relate to the Orion Project, the then-unvested portion of the Warrant set forth in Rows 1 and 2 of Exhibit E shall be subject to cancellation or vesting, as applicable.

To the extent any vesting trigger set forth in Rows 1 through 2 of Exhibit E is subject to a pro rata adjustment based on the MW load of a Project, such adjustment shall be applied in determining the then-unvested portion of the Warrant to be cancelled or vested pursuant to Sections 1(b) through 1(e), as applicable.

2. Manner of Exercise. (a) To exercise this Warrant or any portion thereof, the Warrantholder shall surrender this Warrant, together with the duly executed Warrant exercise form attached hereto as Exhibit A, to the Company at its principal executive office (or such other office or agency of the Company as the Company may designate) and, at the election of the Warrantholder, by (i) making a cash payment to the Company equal to the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise or (ii) in lieu of making a cash payment, having canceled a portion of this Warrant in payment of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise (a “Cashless Exercise”). The number of Warrant Shares issued to the Warrantholder upon a Cashless Exercise shall be determined according to the following formula:

X = Y(A-B)

Where: X = the number of Warrant Shares that shall be issued to the Warrantholder with respect to the relevant Cashless Exercise;

Y = the number of Warrant Shares for which this Warrant is being exercised in the relevant Cashless Exercise (which, for the avoidance of doubt, shall be determined for purposes of this clause “Y” assuming that, in lieu of a Cashless Exercise, the Warrantholder were paying the Warrant Price in full in cash in respect of the relevant exercise);

A = the Fair Market Value (as defined below) of a Share for the relevant Exercise Date (as defined below); and

B = the Warrant Price in effect under this Warrant immediately prior to the Close of Business on the relevant Exercise Date.

“VWAP” means, for any Trading Day (as defined below), the per share volume weighted average price as reported on Bloomberg L.P. in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume weighted average price is unavailable for such Trading Day, the market value of one Share (or any succeeding Equity Interest (as defined in the Energy Global Partnership Agreement)) on such Trading Day determined, using a volume weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the

Company). The “VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Fair Market Value” as of any date shall mean the following: (1) if the Shares (or any succeeding Equity Interest) are then listed for trading on a national securities exchange, the VWAP over the ten (10) Trading Day period ending on, and including, the Trading Day immediately preceding such date as reported by such national securities exchange; (2) if the Shares (or any succeeding Equity Interest) are not listed for trading on a U.S. national or regional securities exchange and if the Shares (or any succeeding Equity Interest) are then listed or quoted for trading on OTCQB or OTCQX, the VWAP over the ten (10) Trading Day period ending on, and including, the Trading Day immediately preceding such date on OTCQB or OTCQX, as applicable; (3) if the Shares (or any succeeding Equity Interest) are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Shares (or any succeeding Equity Interest) are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Share (or any succeeding Equity Interest) so reported; or (4) if the Shares (or any succeeding Equity Interest) are not listed for trading on a U.S. national or regional securities exchange and is not so quoted by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the fair market value of one Share (or any succeeding Equity Interest) (as of the time immediately prior to the Close of Business, on the relevant date) as determined by an independent appraiser experienced in valuing securities jointly selected by the board of directors of the Company and the Warrantholder. Following any determination by the Company of the Fair Market Value pursuant to clause (4) of the definition thereof, upon written request by the relevant Warrantholder, the Company shall promptly provide to such Warrantholder in reasonable detail the basis for such determination, it being understood that the Company shall not be obligated to disclose any information that may be proprietary or confidential. The VWAP and Fair Market Value will be determined by the Company in good faith in accordance with the requirements set forth above.

“Trading Day” means: (i) a day on which the Shares (or any succeeding Equity Interest) are traded on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE American or other national securities exchange on which the Shares (or any succeeding Equity Interest) are then listed or quoted; (ii) if the Shares (or any succeeding Equity Interest) are not listed on any such exchange or market, a day on which the Shares (or any succeeding Equity Interest) are traded in the over-the-counter market, as reported on the OTCQX or the OTCQB; or (iii) if the Shares (or any succeeding Equity Interest) are not listed on any such exchange or market or quoted on the OTCQX or the OTCQB, a day on which the Shares (or any succeeding Equity Interest) are quoted in the over-the-counter market as reported by OTC Markets Group, Inc. (or any similar organization or agency succeeding its functions of reporting prices); provided, that in the event that the Shares (or any succeeding Equity Interest) are not listed or quoted as set forth in clause (i), (ii) or (iii) hereof, then “Trading Day” shall mean a Business Day (as defined in the Energy Global Partnership Agreement).

(b) Exercise Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the Close of Business on the first Business Day on which this Warrant shall have been surrendered to the Company as provided in this Section 2 (the “Exercise Date”). At the Close of Business on the Exercise Date, the person or persons in whose

name or names any book-entry position for Warrant Shares shall be issuable upon such exercise as provided in Section 2(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such book-entry position.

(c) Issuance of Shares. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within five (5) Business Days after the later of (i) the Exercise Date and (ii) the completion of any required filings (and the expiration of any associated waiting period, if any) by the Warrantholder under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act, or any approval under any other antitrust law required in connection with any exercise of this Warrant (a “Regulatory Approval”), the Company, at its expense, will cause to be issued in the name of, and delivered to, the Warrantholder, or as the Warrantholder (upon payment by the Warrantholder of any applicable transfer taxes) may direct:

(i) the number of Warrant Shares to which the Warrantholder shall be entitled upon such exercise pursuant to Section 2(a) (rounded down to the nearest whole Share) plus, in lieu of any fractional Shares to which the Warrantholder would otherwise be entitled but for such rounding, cash in an amount determined pursuant to Section 4 hereof, which shall bear or otherwise be subject to a restrictive legend substantially in the form of Exhibit D hereto, if applicable, and subject to the legend removal provisions set forth below; and

(ii) in case such exercise is in part only, upon request by the Warrantholder, a new warrant or Warrant (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal or in the event of any adjustment that would equal, without giving effect to any adjustment herein or therein, to the number of such Shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised (which shall include both the number of Warrant Shares issued to the Warrantholder pursuant to such partial exercise and the number of Warrant Shares subject, in the case of the election of a Cashless Exercise, to the portion of the Warrant being cancelled in payment of the Warrant Price).

(d) Regulatory Cooperation. In the event that any Regulatory Approval is reasonably determined by the Warrantholder upon advice of its legal counsel to be required in connection with the exercise of the Warrant and/or the issuance of the Warrant Shares (or to permit the holder of the Warrant Shares to exercise its voting or other rights with respect to the Warrant Shares), then each of the Company and the Warrantholder shall, at their own expense, (i) prepare and make all filings and submissions required in connection with such Regulatory Approvals as promptly as reasonably practicable following such determination (or, at the request of the Warrantholder, as promptly as reasonably practicable following the Warrantholder’s exercise of the Warrant) and (ii) use reasonable best efforts to obtain such Regulatory Approval (or to cause the expiration of any applicable waiting period) as promptly as reasonably practicable following such determination (or exercise), including taking, or causing to be taken, all actions reasonably necessary, proper or advisable under applicable law in order to obtain such Regulatory Approval; provided that neither party shall be obligated to propose, negotiate, effect or agree to the sale, divestiture, hold separate, license or other disposition of any assets, products, product lines, properties or services or businesses of such party or its Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)), or otherwise agree or commit to take

any action that limits their freedom of action, ownership or control with respect to, or their ability to retain or hold, any of the foregoing, or agree or commit to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of such party or its Affiliates. The Warrantholder shall control the strategy in respect of obtaining any Regulatory Approval, shall cooperate and consult with the Company (and consider in good faith input from the Company). Each of the Warrantholder and the Company shall provide the other, on a mutual basis, with any information or materials reasonably necessary for the preparation of any filings or submissions in connection with such Regulatory Approvals; provided that either party may designate any materials as “Outside Counsel Only”, in which case such materials shall be disclosed solely to the other party’s outside legal counsel and treated in accordance with such designation. Except as may be prohibited by applicable law, the Warrantholder and the Company shall provide each other copies of any filings or submissions required in connection with such Regulatory Approvals for review prior to filing or submission.

3. Change of Control. In the event that the Company experiences a Change of Control (as defined below) at any time (a) on or prior to the date that is six (6) years from the date hereof, all then-unvested Warrant Shares shall automatically vest and the Warrant shall automatically be exchanged pursuant to Section 6(a), or (b) after the date that is six (6) years from the date hereof, all then-unvested Warrant Shares shall automatically be cancelled.

“Change of Control” means the occurrence of: (i) a merger, business combination or consolidation of the Company with a third party that is not an Affiliate of the Company, or any other corporate reorganization, following which the stockholders of the Company immediately preceding such merger, business combination, consolidation or reorganization do not hold, directly or indirectly, a majority of the equity interests of the Person or group (as such term is used in Section 13 of the Exchange Act) surviving or resulting from such merger, business combination, consolidation or reorganization; (ii) the sale, lease, exclusive license or other disposition, whether in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company (together with all of its subsidiaries) to a third party that is not an Affiliate of the Company; (iii) the sale or disposition to a third party that is not an Affiliate of the Company, whether in a single transaction or a series of related transactions, of all or substantially all of the equity interests in the Company, following which the stockholders of the Company immediately preceding such sale or disposition do not hold, directly or indirectly, a majority of the equity interests of the Company or such third party; (iv) the voluntary or involuntary winding up, dissolution or liquidation of the Company; or (v) the commencement by or against the Company of any bankruptcy, insolvency, receivership or similar proceeding under any federal, state or foreign law.

4. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional Shares, but shall pay the value thereof to the Warrantholder in cash on the basis of the Fair Market Value per Share, as determined pursuant to Section 2(a) above.

5. Company Covenants. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, when issued and paid for pursuant to the provisions of this Warrant, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens, encumbrances, charges, taxes (other than any applicable transfer taxes) or preemptive rights (it being understood, for the avoidance of doubt, that the Company makes no representation as to any restrictions under securities laws). The

Company further covenants and agrees that it will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities (the “Required Reserve Amount”), cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. If at any time while any of this Warrant remains outstanding, the Company does not have a sufficient number of authorized and unreserved Shares to satisfy its obligation to reserve the Required Reserve Amount, then the Company shall use commercially reasonable efforts to take all action necessary as soon as reasonably practicable to increase the Company’s authorized Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrant Shares then outstanding.

6. Transfers, etc.

(a) Subject to the remainder of this Section 6(a), the Warrantholder may not transfer the Warrant (other than to a Permitted Transferee, as defined in the Second Amended & Restated Agreement of Limited Partnership of Energy Global (the “Energy Global Partnership Agreement”)), in whole or in part. Immediately upon the vesting of the Warrant in accordance with the terms and conditions of this Warrant, prior to any exercise hereof, the Warrantholder shall exchange, and shall automatically be deemed to have exchanged, the portion of this Warrant in respect of the Vested Warrant Shares with Energy Global for a warrant for Series B Common Units of Energy Global in the form attached hereto as Exhibit B (each, an “Exchange” and each such warrant, the “Energy Global Warrant”); provided, however, that if a Permitted Reorganization (as defined in the Energy Global Partnership Agreement) or other transaction in connection with a Public Offering or Permitted SPAC Transaction (each as defined in the Energy Global Partnership Agreement) of the type referred to in clause (ii) of Section 3.5(h) of the Energy Global Partnership Agreement has occurred and, as a result of such Permitted Reorganization or other transaction, the Series B Common Units of Energy Global are converted into or exchanged for the same or a different number of shares of any class or classes of equity interests or cash, whether by conversion into a corporation, merger, contribution or otherwise, and whether of Energy Global or any other Person, then and in each such event the Energy Global Warrant issuable in respect of the Exchange shall be a warrant exercisable into the kind and amount of shares of stock and other securities and property that a holder of an equivalent number of Series B Common Units of Energy Global would have received as a result of such Permitted Reorganization. The Energy Global Warrant issued in each such Exchange shall be exercisable for one (1) Series B Common Unit of Energy Global per Vested Warrant Share so exchanged or, if there would have been any adjustment pursuant to the terms of such Energy Global Warrant if such Exchange had occurred on the Effective Date, for such number of Series B Common Units (or other securities or property) for which such Energy Global Warrant would have been exercisable had such Exchange occurred on the Effective Date. Immediately following an Exchange, Energy Global will automatically and without the need for any action by any Party contribute the portion of this Warrant in respect of the Vested Warrant Shares to SBE Global, LP, and SBE Global, LP will automatically and without the need for any action by any Party contribute such portion of this Warrant to the Company. Notwithstanding anything to the contrary in this Warrant, if a Public Offering is consummated in which the Company is the IPO Vehicle (as defined in the Energy Global Partnership Agreement) (a “Company IPO”), the Exchange mechanism set forth in this Section 6(a) shall automatically cease to apply with respect

to any portion of this Warrant that remains unvested as of the pricing of such Company IPO, and no Exchange shall occur and no Energy Global Warrant shall be issued in respect of any such unvested portion, including if any such portion subsequently vests under this Warrant. For the avoidance of doubt, following the consummation of such Company IPO, any portion of this Warrant that subsequently vests shall, upon exercise, be exercisable directly into shares of the Company at the same ratio of Warrants to shares of the Company applicable to the Warrants that vested prior to such Company IPO and were exchanged into Energy Global Warrants, exercised into Series B Common Units, and exchanged into shares of the Company in connection with such Company IPO.

(b) The Company will maintain a register containing the name and address of the Warrantholder. The Warrantholder may change its address as shown on the warrant register by written notice to the Company requesting such change.

(c) Subject to the provisions of this Section 6, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit C hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

(d) The Company shall reasonably cooperate with the Warrantholder in connection with any permitted sale, transfer, or other disposition of this Warrant, including by providing customary information (subject to execution of a customary confidentiality agreement by a prospective transferee), executing such instruments, and delivering such notices or instructions as may be reasonably necessary or desirable to facilitate the consummation of such sale or transfer, and shall work in good faith with the Warrantholder to facilitate an orderly sales process.

(e) Notwithstanding anything to the contrary in this Section 6, the Company may condition (not to be unreasonably invoked) any such transfer or assignment by a party other than the initial Warrantholder upon the delivery of such legal opinions, certifications and other evidence as they may reasonably require in order to determine that the proposed transfer or assignment complies with applicable securities laws and other requirements set forth herein. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Securities Act, provided that, the Warrantholder represents that it has complied with Rule 144 in reasonable detail, the selling broker represents that it has complied with Rule 144, and the Company is provided with a copy of the Warrantholder’s proposed notice of sale.

7. No Impairment. The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment. Without limiting the generality of the foregoing, the Company will at all times take all action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant.

8. Notices of Record Date, etc. In the event of any Change of Control, then, and in each such case, the Company will as soon as practicable send or cause to be sent to the Warrantholder a notice specifying the effective date on which such Change of Control is to take place, at which time the Exchange shall occur with respect to any Vested Warrant Shares or any Warrant Shares that may become Vested Warrant Shares as a result of such Change of Control. Notwithstanding anything to the contrary in this Section 8, in no event will the Company be required to provide such notice to the Warrantholder (other than the original Warrantholder) before the earlier of such time as the Company has publicly disclosed or acknowledged the circumstances giving rise to such event.

9. Exchange or Replacement of Warrant.

(a) Upon the surrender of this Warrant by the Warrantholder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 6 hereof, issue and deliver to or upon the order of the Warrantholder, at the Company’s expense, a new Warrant or Warrant of like tenor, in the name of the Warrantholder or as the Warrantholder (upon payment by the Warrantholder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

(b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) reasonable indemnity or bond with respect thereto if requested by the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10):

(a) if to the Company, at its address at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: Head of Legal; with a copy (which shall not constitute notice) to Milbank LLP, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and

(b) if to the Warrantholder, at its address at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel; with a copy (which shall not constitute notice) to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇.

If the Company should at any time change the location of its principal office to a place other than as set forth above, it shall give prompt notice to the Warrantholder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.

11. No Rights as Stockholder.

Except as otherwise expressly set forth herein, the Warrantholder, solely in such person’s capacity as a Warrantholder, shall not be entitled to vote or receive dividends or be deemed the holder of Shares of the Company for any purpose, nor shall anything contained in the Warrant be construed to confer upon the Warrantholder, solely in such person’s capacity as a Warrantholder, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to such Warrantholder becoming holder of record of the Warrant Shares which such person is then entitled to receive upon the due exercise of the Warrant.

12. Agreements of the Warrantholder.

(a) The Warrantholder agrees and acknowledges that it shall have sole responsibility for making any applicable filings with the U.S. Securities and Exchange Commission (or its successor) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, as a result of its acquisition of any Warrant and the Warrant Shares and any future transaction related thereto and agrees to make all such filings in compliance with the applicable requirements therefor.

(b) The Warrantholder acknowledges and agrees that it will comply with the restrictions set forth in the restrictive legend set forth above and on this Warrant and Exhibit D hereto.

13. Amendment or Waiver.

(a) Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Warrantholder. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(b) Notwithstanding the foregoing, from time to time, the Company, without the consent of the Warrantholder, may amend or supplement this Agreement to (i) evidence the succession of another person to the Company and the assumption by any such successor of the covenants of the Company in this Agreement, (ii) add to the covenants of the Company for the benefit of the Warrantholder, or to surrender any right or power herein conferred upon the Company, (iii) provide for uncertificated Warrant in addition to or in place of the certificated Warrant, or (iv) cure any ambiguity, defect, omission, mistake or inconsistencies or make any change that does not adversely affect, in any material respect, the legal rights of Warrantholder. After an amendment or modification under this Section 13(b) becomes effective, the Company will deliver to the Warrantholder a notice briefly describing such amendment or modification.

14. Successors. Subject to Section 6, the terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or assigns of the Company or of the Warrantholder.

15. Taxes. Each Warrantholder shall deliver to the Company a properly completed and duly executed applicable IRS Form W-8 or W-9 (or any successor form) (i) upon execution of this Agreement in the case of the initial Warrantholder and upon assignment in the case of any

subsequent Warrantholder, (ii) upon a reasonable request by the Company, and (iii) promptly upon learning that any such form previously provided has become obsolete, incorrect, or ineffective. Before withholding and paying over to any U.S. federal, state, local or non-U.S. taxing authority any amount required to be withheld under applicable law on any payments or deliveries to the Warrantholder hereunder, including upon any assignment pursuant to Section 6 (Transfers, etc.) but excluding any withholding attributable to a Warrantholder’s failure to deliver a properly completed IRS Form W-9 to the Company, the Company shall provide the Warrantholder with reasonable advance notice and shall cooperate with the Warrantholder in good faith in regard to the identification, preparation, execution and delivery of applicable tax forms or certificates to reduce or eliminate applicable withholding taxes to the extent permitted by applicable law. If, notwithstanding the foregoing, withholding is required to be made in accordance with applicable law on any payments or deliveries to the Warrantholder hereunder, including upon any assignment pursuant to Section 6 (Transfers, etc.), the Company shall be permitted to deduct such withholding, without any obligation to pay additional amounts or deliver additional Warrant Shares in respect of such withholding. As an alternative to withholding, if allowed by applicable law, the Warrantholder may pay the Company the amount of taxes owed to the applicable tax authority, upon the receipt of which the Company will pay over to the applicable tax authority in the manner prescribed by law. Such taxes may include, but are not limited to, amounts required to be withheld under Sections 1441, 1442 and 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Warrantholder and the Company agree that they intend, for U.S. federal and applicable state and local income tax purposes, to: (i) not treat this Warrant, or any portion of this Warrant, as having been issued in connection with the performance of services within the meaning of Section 83 of the Code and the regulations thereunder; (ii) not treat the issuance of this Warrant or the exercise of all or any part of this Warrant as resulting in the payment of compensation income to the Warrantholder; (iii) treat this Warrant entered into pursuant to the terms of the Foundation Agreement as giving rise to a discount or allowance in respect of payments required to be made in connection with the Foundation Agreement (including payments of rent required to be made under the Orion Lease Agreements) and (iv) treat any portion of this Warrant as exercised (immediately prior to the Exchange) at the time such portion of this Warrant has vested. Neither the Warrantholder nor the Company shall take any position for U.S. federal and applicable state and local income tax purposes that is inconsistent with the foregoing, unless and to the extent required by applicable law or pursuant to the good faith resolution of a tax contest. The Warrantholder and the Company agree to (i) cooperate as reasonably requested by the other party in respect of tax reporting requirements arising from the transactions contemplated by this Agreement and (ii) cooperate and use reasonable best efforts in connection with any Permitted Reorganization or Public Offering (and any transactions related to any Permitted Reorganization or Public Offering) to structure such Permitted Reorganization, Public Offering and related transactions in a manner that is tax-efficient to the Warrantholder.

16. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

17. Governing Law; Disputes.

(a) This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State, without regard to principles of the conflict of laws.

(b) EACH OF THE COMPANY AND THE WARRANTHOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) No director, officer, employee, incorporator or stockholder of the Company shall have any liability for any obligations of the Company under the Warrant, this Agreement or any claim based on, in respect of, or by reason of, such obligations or their creation. The Warrantholder hereby waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Warrant.

18. Confidentiality. The Company and the Warrantholder agree to keep this Warrant, the terms hereof and any information disclosed pursuant hereto confidential and, without the consent of the other party, not to disclose, divulge, or use for any purpose any such information publicly or to any third party; provided that the Company and the Warrantholder, as the case may be, may disclose such information (i) to its respective attorneys, accountants, consultants, and other professionals and representative to the extent necessary or appropriate; (ii) to OpenAI’s ultimate parent entity (or any successor entity as a result of a corporate reorganization) (“TopCo”) or any direct or indirect subsidiary of TopCo in the ordinary course of business (provided that such persons shall be otherwise bound by an obligation of confidentiality); or (iii) as may otherwise be required by law, regulation or regulatory authority, including but not limited to any disclosure required by either party pursuant to the rules and regulations of the Securities Act or the Securities Exchange Act of 1934, as amended. With respect to any public disclosure pursuant to clause (iii) above, the Company shall provide the Warrantholder with a reasonable opportunity to review and comment on such proposed disclosure prior to making such disclosure (and shall consider making such changes as may be reasonably requested by the Warrantholder in good faith); provided that any such changes must be delivered in writing to the Company reasonably in advance of the scheduled disclosure; provided further that the Company shall retain ultimate control over the content of any such public disclosures.

19. Severability. If any provision of this Warrant is held to be unenforceable under applicable law, the parties agree to renegotiate and replace such provision in good faith, with an enforceable provision as close as reasonably possible in commercial effect. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Warrant, (ii) the balance of this Warrant shall be interpreted as if such provision were so excluded and (iii) the balance of this Warrant shall be enforceable in accordance with its terms.

20. Counterparts. This Warrant may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21. Information Rights. Until such time as Energy Global has consummated a Public Offering or Permitted SPAC Transaction, the Company shall provide to the Warrantholder:

(a) within 120 days after the end of each Fiscal Year, annual financial statements for the Partnership Group on a consolidated basis to be prepared (at the expense of the Company) in accordance with GAAP and audited by the auditors of Energy Global;

(b) within 90 days after the end of the applicable Fiscal Year, annual unaudited consolidated financial statements for the Partnership Group for such prior Fiscal Year on a consolidated basis to be prepared (at the expense of the Company) in accordance with GAAP;

(c) within 60 days after the end of each of the first three fiscal quarters of the applicable Fiscal Year, quarterly unaudited consolidated financial statements for the Partnership Group for such prior fiscal quarter on a consolidated basis to be prepared (at the expense of the Company) in accordance with GAAP;

(d) (i) within thirty (30) days after the end of each month, reports as to operating performance, construction progress and the development pipeline, in each case, of Projects (as defined in the Energy Global Partnership Agreement) of the Partnership Group, on a basis consistent with past practices of the monthly operating reports provided to the Board of Directors of Energy Global, and (ii) within thirty (30) days after the end of any fiscal quarter, management accounts of SB Energy DevCo (US) LLC and the Projects of the Partnership Group; and

(e) so long as the Warrantholder holds Warrants representing greater than 20% of all then-outstanding Warrants of the Company, each fiscal quarter, the opportunity to meet (via telephonic, webconference or other remote meeting) with the chief executive officer(s) and chief financial officer of the Partnership Group to discuss business and operations of the Partnership Group, including the financial condition and results of operations of the Partnership Group and its Projects (including, for example, the monthly operating report).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this Amended and Restated Warrant to be duly executed as of the Date of Amendment and Restatement indicated above.


SE GLOBAL HOLDINGS, INC.

By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Chief Executive Officer

Accepted and Agreed:

OPENAI INFRA HOLDINGS, LLC

By:
Name:
Title:

SBE GLOBAL, LP

By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Chief Executive Officer

ENERGY GLOBAL, LP

By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Chief Executive Officer

[Signature Page to Warrant]

IN WITNESS WHEREOF, the Company has caused this Amended and Restated Warrant to be duly executed as of the Date of Amendment and Restatement indicated above.


SE GLOBAL HOLDINGS, INC.

By:
Name:
Title:

Accepted and Agreed:

OPENAI INFRA HOLDINGS, LLC

By:			/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer

SBE GLOBAL, LP

By:
Name:
Title:

ENERGY GLOBAL, LP

By:
Name:
Title:

[Signature Page to Warrant]

EXHIBIT A

PURCHASE FORM

[To be executed only upon exercise of Warrant]

The undersigned holder of this Warrant irrevocably exercises this Warrant for the purchase of [_____] Shares of the Company, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the Warrant and requests that (i) the Warrant Shares hereby purchased (and any securities or property issuable upon such exercise) be issued in the name of the undersigned and delivered to the undersigned as follows:

Name

Address

The undersigned acknowledges that, if certificated, each certificate for Warrant Shares issued upon exercise of the Warrant shall bear a legend to the effect that such Shares may not be transferred except upon compliance with the provisions of this Warrant, the Securities Act and applicable state securities Laws.

If the exercise of the Warrant pursuant hereto shall not be for all the Warrant Shares purchasable under this Warrant, a new Warrant of like tenor is to be issued in the name of and delivered to the undersigned for the remaining balance thereof.

(Name of Registered Owner)

(Signature of Registered Owner)

(Street Address)

(City)

(State)

(Zip Code)

EXHIBIT B

FORM OF ENERGY GLOBAL WARRANT

[Attached.]

EXHIBIT C

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned holder of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of Warrant Shares set forth below:


Name and Address of Assignee						Number of Shares

The undersigned holder of this Warrant hereby represents and warrants that such sale, assignment and transfer is made in accordance with Section 6(a) of the Warrant.

If the number of Warrant Shares is not all of the Warrant Shares represented by this Warrant, a new Warrant of like tenor is to be issued in the name of and delivered to the undersigned for the balance remaining of the Warrant Shares represented by this Warrant.

Dated:

Print Name:

Signature

Witness:


ACKNOWLEDGED AND AGREED:

Date:

Print Name:

Signature

Witness:

EXHIBIT D

FORM OF RESTRICTIVE LEGEND

EXHIBIT E

VESTING SCHEDULE


No.	Number of Warrants	Vesting Trigger
1	868,934	The execution of NNN Lease(s) for 800 MW IT load at the Orion Project (with pro rata vesting for NNN Lease(s) less than 800 MW) (such Warrants having previously vested and been exchanged; this Row 1 is retained for historical completeness only and no further action is required with respect to these Warrants)
2	408,942	Achievement of Financial Close for at least 753 MW IT load at the Orion Project (with pro rata vesting for Financial Close on less than 753 MW)
3		(Reserved)
4		(Reserved)
5		(Reserved)
6		(Reserved)
7		(Reserved)
8		(Reserved)
9	868,933	Pricing of a Specified QPO
10		(Reserved)
11		(Reserved)
12	369,000	Achievement of a Fair Market Value of a Common Unit equivalent to an equity valuation of $80 billion (with such specific share price target set at Specified QPO)
13	369,000	Achievement of a Fair Market Value of a Common Unit equivalent to an equity valuation of $100 billion (with such specific share price target set at Specified QPO)
14	369,000	Achievement of a Fair Market Value of a Common Unit equivalent to an equity valuation of $125 billion (with such specific share price target set at Specified QPO)
15	369,000	Achievement of a Fair Market Value of a Common Unit equivalent to an equity valuation of $150 billion (with such specific share price target set at Specified QPO)
16	369,000	Achievement of a Fair Market Value of a Common Unit equivalent to an equity valuation of $200 billion (with such specific share price target set at Specified QPO)

“Common Unit” has the meaning set forth in the Energy Global Partnership Agreement.

“Fair Market Value” has the meaning set forth in the Energy Global Partnership Agreement, provided, however, that solely for purposes of determining whether any vesting condition under this Exhibit E has been satisfied, the Fair Market Value shall be increased by an amount equal to any indemnification payments made by Energy Global pursuant to the OAI Purchase Agreement.

“Financial Close” means, with respect to a Project, the date on which all conditions precedent to the initial funding under the initial financing agreements for such Project have been satisfied or waived.

“NNN Lease” means for any Project, the applicable Lease Agreement, as such term is defined under the Foundation Agreement.

“OAI Purchase Agreement” has the meaning set forth in the Energy Global Partnership Agreement.

“Orion Project” means the data center project contemplated by the Orion Lease Agreements, including all associated land, buildings, structures, improvements, utilities, power infrastructure, interconnection, easements, rights-of-way and other appurtenant rights and property interests.

“Specified QPO” has the meaning set forth in the Energy Global Partnership Agreement.

“Project” has the meaning set forth in the Foundation Agreement.

Contract

Document Metadata

Document Metadata

Table of Contents