Contract

Exhibit 10.27

Execution Version

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS PREPAID FORWARD CONTRACT AND UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ENERGY GLOBAL, LP

PREPAID FORWARD CONTRACT

THIS CERTIFIES THAT in exchange for the prepayment by NVIDIA Corporation (the “Investor”) of $1,500,000,000 (the “Purchase Amount”) to Energy Global, LP, a Delaware limited partnership (the “Company”), the Company agrees to deliver, or cause the IPO Entity to deliver, shares of Capital Stock of the IPO Entity (as defined below) to the Investor upon satisfaction of the conditions set forth herein (such instrument, this “Agreement”), subject to the terms described below. See Section 2 for certain defined terms.

1. Events

(a) Qualified Equity Financing. If there is a Qualified Equity Financing before the termination of this Agreement, on the initial closing of such Qualified Equity Financing, the IPO Entity shall deliver to the Investor the number of shares of PFC Preferred Stock of the IPO Entity equal to the Purchase Amount divided by the Discount Price. Upon such delivery, the Company’s obligations under this Section 1(a) shall be deemed satisfied and discharged. In connection with such delivery of shares of PFC Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Qualified Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the PFC Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

(b) Non-Qualified Equity Financing. In the event the IPO Entity consummates, while this Agreement remains outstanding, an Equity Financing (i) that is not a Qualified Equity Financing and (ii) in which SoftBank Group Corp. (or one of its affiliates) is not the sole investor (a “Non-Qualified Equity Financing”), then the Investor shall have the option to treat such NonQualified Equity Financing as a Qualified Equity Financing on the same terms set forth herein and thereby the Company shall deliver to the Investor shares of PFC Preferred Stock in such NonQualified Equity Financing on the same terms and conditions as would otherwise apply to the delivery of shares of PFC Preferred Stock in a Qualified Equity Financing. Upon such delivery, the Company’s obligations under this Section 1(b) shall be deemed satisfied and discharged. In the event the Investor elects to treat a Non-Qualified Equity Financing as a Qualified Equity Financing pursuant to this Section 1(b), then all references to “Qualified Equity Financing” in this Agreement shall thereafter be deemed to reference a “Non-Qualified Equity Financing.”

(i) If there is a Liquidity Event constituting a Change of Control before the termination of this Agreement, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(e) below and the “MFN” Amendment Provision in Section 3 below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Change of Control, equal to the greater of (i) the Preference Amount (the “Cash-Out Amount”), or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Change of Control Liquidity Price.

(ii) If there is a Liquidity Event constituting an Initial Public Offering or Direct Listing before the termination of this Agreement, upon or immediately prior to the closing of an Initial Public Offering or a Direct Listing, the Company shall deliver to the Investor a number of shares of Class N Common Stock of the IPO Entity equal to the Purchase Amount divided by the applicable Public Listing Liquidity Price (the “Shares”). Upon such delivery, the Company’s obligations under this Section 1(c)(ii) shall be deemed satisfied and discharged. Each share of Class N Common Stock shall be convertible into one (1) share of Common Stock on a one-for-one basis, either (A) at the election of the holder at any time or (B) automatically upon any sale, disposition, or other transfer to a person that is not an affiliate of the Investor, in each case subject to customary adjustments for stock splits, stock dividends, combinations, and similar recapitalization events. Such shares of Common Stock issued pursuant to the preceding sentence shall receive customary registration rights no worse on any individual term than any other party to any registration rights agreement by and among the IPO Entity and its other stockholders, as may be entered into after the date hereof (as amended and/or restated from time to time, the “Rights Agreement”). The Company shall cause the IPO Entity to agree that no amendment or waiver to the Rights Agreement which would have an adverse impact on the Investor’s registration rights pursuant to the foregoing sentence shall be effective as to the Investor without the prior written consent of the Investor unless such amendment or waiver affects the rights of all other holders with registrable securities in the same manner.

The amount of shares of Common Stock that the Investor receives under Section 1(c)(i) or

1(c)(ii) is herein referred to as the “Conversion Amount.”

If any of the IPO Entity’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the IPO Entity’s securityholders, or under any applicable laws.

(d) Dissolution Event. If there is a Dissolution Event before the termination of this Agreement, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(e) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

(e) Liquidation Priority. In a Change of Control or Dissolution Event, this Agreement is intended to operate like standard non-participating Preferred Stock. The Investor’s right to receive its Cash-Out Amount is:

(i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock);

(ii) On par with payments for other similar prepaid forward contracts or convertible instruments and/or the IPO Entity’s then most senior series of Preferred Stock (but junior solely to payments owed with respect to securities held by Ares Management Corporation or an affiliate thereof, on the terms outstanding as of the date hereof) and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other similar instruments and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other instruments and/or Preferred Stock in proportion to the full payments that would otherwise be due; and

(iii) Senior to payments for all series of Preferred Stock other than the most senior series and for Common Stock.

The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other similar prepaid forward contracts or convertible instruments and/or the IPO Entity’s then most senior series of Preferred Stock that are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

(f) Payment of Investment Amount. In consideration for the undertakings of the Company pursuant to this Agreement, the Investor shall pay the Purchase Amount in U.S. dollars by way of electronic transfer of cleared funds for same day value to the account of the Company set out in Annex A hereto within three (3) business days following the date of this Agreement, in full without any set-off or counterclaim and free and clear of any deductions or withholdings except as required by law.

(g) Termination. This Agreement will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this Agreement) immediately following the earliest to occur of: (i) the delivery of Capital Stock to the Investor pursuant to the settlement of this Agreement under Sections 1(a), 1(b), 1(c); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Sections 1(c) or 1(d).

(h) Similar Transactions. In the event a Qualified Equity Financing, Non-Qualified Equity Financing, Liquidity Event or Dissolution Event occurs at the Company or a subsidiary of the Company (other than the IPO Entity) at any time prior to the Initial Public Offering, the provisions set forth in Sections 1(a)-(e), Section 3 and any other relevant sections (including corresponding defined terms) shall apply to the entity undertaking such Qualified Equity Financing, Non-Qualified Equity Financing, Liquidity Event or Dissolution Event in lieu of the IPO Entity, mutatis mutandis.

2. Definitions

“Agreement” means this Prepaid Forward Contract.

“Capital Stock” means the capital stock of the IPO Entity from time to time, including, without limitation, the “Common Stock” and the “Preferred Stock” (as applicable, when authorized). “Common Stock” means, collectively, the IPO Entity’s voting common stock, $0.0001 par value per share (the “Voting Common Stock”) and the IPO Entity’s nonvoting common stock, $0.0001 par value per share (the “Nonvoting Common Stock”). Notwithstanding anything to the contrary contained herein, unless otherwise notified by the Investor in writing (which it may do at its sole discretion, provided that the Investor has given at least 60 days’ notice of its election to the Company and, provided further, that this notice requirement may not be waived or amended by the parties hereto), any shares of Common Stock that would be held by the Investor upon settlement of this Agreement shall be issued as Nonvoting Common Stock. If the Investor elects to receive Voting Common Stock, such Voting Common Stock shall only be issued to the Investor upon settlement of this Agreement to the extent the Investor delivers to the Company written notice that either (a) after giving effect to such issuance, it does not hold securities of the IPO Entity in excess of the quantity or percentage that may be held by the Investor as voting securities without being subject to notification requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (b) it has submitted a filing pursuant to the HSR Act relating to the acquisition by the Investor of such shares of Voting Common Stock, and the applicable waiting period in connection with such filing has expired or been terminated prior to the expiration thereof, or (c) it is not subject to notification requirements under the HSR Act. The Investor acknowledges and agrees that the Investor’s ability to hold or vote Voting Common Stock is also subject to applicable restrictions under the Federal Power Act and the Public Utility Holding Company Act of 2005, and the Investor shall not hold or exercise voting power with respect to Voting Common Stock to the extent that doing so would violate such restrictions or require prior authorization from the Federal Energy Regulatory Commission (“FERC”) that has not been obtained.

“Change of Control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly (including with respect to the Company), of more than 40% of the outstanding voting securities of the IPO Entity (as applicable) having the right to vote for the election of members of the board of directors or equivalent governing body, (ii) any reorganization, merger or consolidation of the Company or the IPO Entity, other than a transaction or series of related transactions in which the holders of the voting securities of the IPO Entity (as applicable) outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or the IPO Entity (as applicable) or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of the IPO Entity and its subsidiaries, taken as a whole.

“Change of Control Liquidity Price” means the price per share equal to the fair market value of the Common Stock at the time of such Change of Control, as determined by reference to

the price per share payable to the holders of Common Stock in connection with such Change of Control, multiplied by the Discount Rate.

“Class N Common Stock” means a class of non-voting (whether for directors or other matters, except where voting is required by law) common stock of the IPO Entity, par value $0.0001 per share, to be authorized and designated by the IPO Entity prior to the closing of an Initial Public Offering.

“Direct Listing” means the IPO Entity’s initial listing of its Voting Common Stock (other than shares of Voting Common Stock not eligible for resale under Rule 144 under the Securities Act) on a national securities exchange by means of an effective registration statement on Form S1 filed by the IPO Entity with the Securities and Exchange Commission that registers shares of existing capital stock of the IPO Entity for resale, as approved by the Board of Directors of the IPO Entity. For the avoidance of doubt, a Direct Listing will not be deemed to be an underwritten offering and will not involve any underwriting services.

“Discount Price” means the lowest price per share of the Standard Preferred Stock sold in the Qualified Equity Financing multiplied by the Discount Rate.

“Discount Rate” is 90%.

“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the IPO Entity’s creditors, or (iii) any other liquidation, dissolution, termination or winding up of the IPO Entity (excluding a Liquidity Event), whether voluntary or involuntary.

“Dividend Amount” means, with respect to any Dividend Date, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) (i) in the case the dividend is to be paid in connection with an Initial Public Offering or a Direct Listing, the applicable Public Listing Liquidity Price; (ii) in the case the dividend is to be paid in connection with a Change of Control, the Change of Control Liquidity Price; and (iii) in the case the dividend is to be paid outside of an Initial Public Offering, Direct Listing and Change of Control, the price per share equal to the fair market value of the Common Stock on such Dividend Date (as determined by reference to the IPO Entity’s most recent 409A valuation as in effect on such Dividend Date), multiplied by the Discount Rate.

“Dividend Date” means any date on which the Company or the IPO Entity pays a dividend or distribution on its outstanding Common Stock or partnership interests (as applicable).

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the IPO Entity issues and sells Capital Stock at a fixed valuation, including, but not limited to, a pre-money or post-money valuation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, administrative agency, commission or other governmental

official, authority or instrumentality (including any legislature, regulatory administrative authority, governmental agency, bureau, branch or department).

“Initial Public Offering” means the closing of the IPO Entity’s underwritten initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act, resulting in the listing of the Common Stock on the Nasdaq Stock Market, any other national securities exchange, or any other non-U.S. securities exchange.

“IPO Entity” means SE Global Holdings, Inc., a Delaware corporation, or such other entity affiliated with the Company that ultimately has one or more classes of its equity interests become publicly listed in connection with an Initial Public Offering or Direct Listing; provided that, in each case, the IPO Entity shall be a corporation (or other entity) that is treated as a subchapter C corporation for U.S. federal income tax purposes.

“Liquidity Event” means a Change of Control, a Direct Listing or an Initial Public Offering.

“PFC Preferred Stock” means the shares of the series of Preferred Stock of the IPO Entity issued to the Investor in a Qualified Equity Financing, having the identical rights, privileges, preferences, seniority, liquidation multiple and restrictions as the shares of Standard Preferred Stock, except that (i) any price-based preferences (such as the per share liquidation amount, initial conversion price and per share dividend amount) will be based on the Discount Price, and (ii) unless otherwise notified by the Investor in writing (which it may do at its sole discretion), the shares of PFC Preferred Stock issued to the Investor shall not have the right to participate in the election of directors of the IPO Entity. To the extent the Investor notifies the Company in writing that it wishes to receive shares of PFC Preferred Stock with the right to participate in the election of directors, such shares of PFC Preferred Stock shall be issued to the Investor; provided, however, that prior to such issuance, the Investor shall provide written notice to the Company that either (a) after giving effect to such issuance, it does not hold securities of the IPO Entity in excess of the quantity or percentage that may be held by the Investor as voting securities without being subject to notification requirements under the HSR Act, (b) it has submitted a filing pursuant to the HSR Act relating to the acquisition by the Investor of such shares of Preferred Stock, and the applicable waiting period in connection with such filing has expired or been terminated prior to the expiration thereof, or (c) it is not subject to notification requirements under the HSR Act.

“Preference Amount” means an amount equal to the greater of (i) 1.4x of the Purchase Amount and (ii) an amount equal to the Purchase Amount plus 20% interest per annum, compounding annually, from the date of this Agreement; provided, however, that in no event shall the Preference Amount exceed 1.7x of the Purchase Amount.

“Proceeds” means cash and other assets (including without limitation stock consideration) that are proceeds from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution.

“Public Listing Liquidity Price” means (i) in the case of an Initial Public Offering, the price per share equal to the final Initial Public Offering price per share of the Common Stock of

the IPO Entity in the Initial Public Offering, multiplied by the Discount Rate, and (ii) in the case of a Direct Listing, the price per share equal to the reference price per share of the Common Stock of the IPO Entity as set by the applicable exchange or marketplace on the business day immediately prior to the first trading day in connection with such Direct Listing, multiplied by the Discount Rate.

“Qualified Equity Financing” means an Equity Financing that yields gross proceeds to the IPO Entity of at least $500,000,000 (excluding settlement of this Agreement and other convertible securities issued by the IPO Entity, including, but not limited to: (i) other prepaid forward contracts or similar instruments; (ii) convertible promissory notes and other convertible debt instruments; and (iii) convertible securities that have the right to convert into shares of Capital Stock).

“Standard Preferred Stock” means the shares of a series of Preferred Stock of the IPO Entity issued to the investors investing new money in connection with the initial closing of the Qualified Equity Financing.

“Subsequent Convertible Securities” means convertible securities that the IPO Entity may issue after the issuance of this Agreement with the principal purpose of raising capital, including, but not limited to, other prepaid forward contracts or similar instruments, convertible debt instruments and other convertible securities. Subsequent Convertible Securities excludes: (i) side letters or ancillary agreements that do not amend or modify the terms of such convertible securities; and (ii) the following types of securities: (A) options issued pursuant to any equity incentive or similar plan of the IPO Entity; and (B) convertible securities issued or issuable to (1) banks, equipment lessors, financial institutions or other persons engaged in the business of making loans pursuant to a debt financing or commercial leasing or (2) suppliers or third-party service providers in connection with the provision of goods or services pursuant to transactions.

3. “MFN” Amendment Provision. If the IPO Entity issues any Subsequent Convertible Securities after the date hereof with terms more favorable than those of this Agreement (including, without limitation, a valuation cap and/or discount) prior to termination of this Agreement, the Company will promptly provide the Investor with written notice thereof, together with a copy of such Subsequent Convertible Securities (the “MFN Notice”) and, upon written request of the Investor, any additional information related to such Subsequent Convertible Securities as may be reasonably requested by the Investor. In the event the Investor determines that the terms of the Subsequent Convertible Securities are preferable to the terms of this Agreement, the Investor will notify the Company and IPO Entity in writing within 10 days of the receipt of the MFN Notice. Promptly after receipt of such written notice from the Investor, the Company agrees to amend and restate this Agreement to be identical to the instrument(s) evidencing the Subsequent Convertible Securities.

4. Company Representations

(a) The Company is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Agreement is within the power of the Company and has been duly authorized by all necessary actions on the part of the Company (subject to Section 4(d)). This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the Company is not in violation of (i) its Agreement of Limited Partnership as in effect as of the date of this Agreement, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by this Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(d) No consents or approvals are required in connection with the performance of this Agreement, other than: (i) the Company’s approvals (including any required approval of the general partner of the Company); (ii) any qualifications or filings under applicable securities laws; and (iii) necessary approvals of the Company and the IPO Entity for the authorization of Capital Stock issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

(f) The shares of Capital Stock issuable upon settlement of this Agreement and the shares of Capital Stock that may be issuable upon conversion thereof, when issued in compliance with the provisions of this Agreement and the IPO Entity’s Certificate of Incorporation then in effect and subject to obtaining any necessary corporate approvals in connection with such issuances, will be duly and validly authorized and issued, fully paid and nonassessable and free from restrictions on transfer, other than the restrictions on transfer under this Agreement, the IPO Entity’s bylaws, and applicable federal and state securities laws. The shares of Class N Common Stock issuable hereunder and the shares of Common Stock issuable upon conversion of the Class N Common Stock have been duly reserved for issuance and, upon issuance in accordance with the terms of the IPO Entity’s Certificate of Incorporation, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the IPO Entity’s Certificate of Incorporation, applicable federal and state securities

laws and liens created by or imposed by the Investor. Assuming the accuracy of the representations of the Investor contained in Section 5, the offer, issue and sale of this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act, and has been, or will be, registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

(g) The IPO Entity, other than through a capital contribution from the Company, shall not raise additional equity financing prior to an Initial Public Offering or a Direct Listing. As of the date hereof, the Company does not intend that the IPO Entity shall issue any equity securities prior to an Initial Public Offering or a Direct Listing, other than the receipt by the IPO Entity of capital contributions from the Company in the ordinary course.

5. Investor Representations

(a) The Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of a Qualified Equity Financing, the Company may void this Agreement and return the Purchase Amount. The Investor has been advised that this Agreement and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Agreement and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

6. Miscellaneous

(a) Any provision of this Agreement may be amended, waived or modified by written consent of the Company and the Investor.

(b) Any notice required or permitted by this Agreement will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page (provided that such email has not bounced back or otherwise, to the knowledge of the sender, failed to have been delivered), addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.

(c) The Investor is not entitled, as a holder of this Agreement, to vote or be deemed a holder of Capital Stock for any purpose, nor will anything in this Agreement be construed to confer on the Investor, as such, any rights of a stockholder of the IPO Entity or rights to vote for the election of directors or on any matter submitted to stockholders, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have been issued on the terms described in Section 1. However, if the IPO Entity pays a dividend or distribution on outstanding shares of Capital Stock while this Agreement is outstanding, the Company shall pay the Dividend Amount to the Investor at the same time, provided that if the Dividend Amount is to be paid in shares of Capital Stock, if the payment of the Dividend Amount will make the Investor subject to notification requirements under the HSR Act or any other applicable antitrust law, the Company shall pay the Dividend Amount either in the form of a substantially similar non-voting (whether for directors or other matters, except where voting is required by law) class of Capital Stock or in cash.

(d) Neither this Agreement nor the rights in this Agreement are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Agreement and/or its rights may be assigned without the Company’s consent by the Investor to any other entity that, directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; provided, further, that the Investor shall provide the Company with written notice of any such assignment within five (5) business days following such assignment, which notice shall identify the assignee and confirm that such assignment does not create any conflict with applicable FERC or FPA requirements.

(e) In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction. Any dispute, controversy or claim arising out of or relating to this Agreement, or the validity, interpretation, breach or termination of this Agreement, including claims seeking redress or asserting rights under any law, shall be resolved exclusively in Delaware Chancery Court, or if such court is unavailable, the Federal District Court for Delaware, or if such court also is unavailable, any state court in the State of Delaware (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, the Company and the Investor irrevocably and unconditionally:

(i) submit for themselves and their property in any action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive

jurisdiction of the Delaware Courts, and appellate courts having jurisdiction of appeals from any of the foregoing courts, and agree that all claims in respect of any such action shall be heard and determined in such Delaware Courts or, to the extent permitted by law, in such appellate courts;

(ii) consent that any such action may and shall be brought exclusively in such courts and waive any objection that they may now or hereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient forum, and agree not to plead or claim the same;

(iii) waive all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or their performance under or the enforcement of this Agreement;

(iv) agree that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 6(b); and

(v) agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

(g) The parties acknowledge and agree that for United States federal and state income tax purposes this Agreement is intended to be characterized as a prepaid forward contract for shares of stock of the IPO Entity (or such other cash or property as set forth in this Agreement) and not as current equity in the IPO Entity or an equity interest in the Company, and the parties agree to treat this Agreement consistently for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or other informational statements), unless required by a final determination of a taxing authority or a court of competent jurisdiction.

(h) Information Rights.

(i) (x) While this Agreement remains outstanding and (y) following a go- private or similar transaction at any time following the Initial Public Offering, the Company agrees that the Investor shall receive: (1) within 90 days after the end of each fiscal year of the Company, an unaudited (or audited, if available) consolidated balance sheet, income statement and cash flow statement of the Company as of and for such fiscal year; (2) within 45 days after the end of each fiscal quarter (including the fourth quarter) of the Company, a consolidated balance sheet, income statement and cash flow of the Company for such fiscal quarter; (3) within 45 days after the end of each fiscal quarter, the Company’s capitalization table, including the names of and number of shares held by each securityholder of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Investor to calculate its percentage equity ownership and voting rights in the Company; and (4) as soon as practicable upon the Investor’s written request, such other information relating to the financial condition, business or corporate affairs of

the Company as the Investor may from time to time reasonably request, except that the Company need not provide information pursuant to this subsection (4) that is (A) highly confidential proprietary information or trade secrets, (B) competitively sensitive information relating to the Company’s or its affiliates’ commercial arrangements with, or projects undertaken for or on behalf of, OpenAI, Inc. or any of its affiliates, or (C) information the disclosure of which would adversely affect the Company’s attorney-client privilege with its counsel. The Company shall deliver via email to iPreo Holdings LLC (“iPreo”) (or any successor financial data analytics provider identified by the Investor) at ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other email address as the Investor or iPreo shall provide from time to time) the information required to be delivered to the Investor (and such delivery shall be deemed delivery to the Investor). The obligations pursuant to this subsection (i) shall survive the termination of this Agreement for so long as the Investor continues to hold any equity securities of the Company.

(ii) While this Agreement remains outstanding, in the event that the Company amends, modifies, terminates or waives its Agreement of Limited Partnership (or equivalent organizational documents), or the Company issues securities in a new convertible debt or equity (including any simple agreement for future equity or similar structure) financing, the Company shall provide the Investor with written notice, which shall include a copy of the new, amended and/or restated documents, along with an updated pro forma capitalization table that reflects any new debt or equity financing, as applicable. Such notice shall be given to the Investor within five (5) business days following the effective date of such amendment, modification, termination or waiver or new convertible debt or equity financing.

(iii) While this Agreement remains outstanding, the Company shall provide the Investor at least fifteen (15) business days’ advance written notice of any Equity Financing or Liquidity Event.

(iv) Each of the Investor and the Company (on its behalf and on behalf of its subsidiaries) reserves the right to control and approve the method, manner, and content of any and all confidential information disseminated by or generated by such party with respect to this Agreement including, without limitation, the information, discussions, work papers, drawings, memoranda, draft and final reports developed in preparation of this Agreement; all of the foregoing, including the existence of this Agreement and the terms and conditions hereof, is hereinafter collectively referred to as “Confidential Information.” Notwithstanding the foregoing, a party’s Confidential Information shall not include information that: (A) is or becomes a part of the public domain through no act or omission of the other party; (B) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (C) is independently developed by the other party; or (D) is disclosed under operation of law (provided that, to the extent practicable, prior to such disclosure, the disclosing party shall provide the other party at least two (2) business days’ written notice). Any and all such Confidential Information of one party is disclosed to the other party on a business need-to-know basis only, and is considered confidential and proprietary by the disclosing party. Furthermore, any and all such Confidential Information is made known to the other party in confidence solely by virtue of such party’s engagement of the other party, and may not be available generally to the public. Except as required in the performance of its duties for and/or obligations to the other party without consent of the other party, neither party shall at any

time during or after the term of this Agreement directly or indirectly, use, disseminate, disclose or publish any Confidential Information, unless and until such Confidential Information has become a matter of public knowledge through no fault of the party receiving the Confidential Information. Both parties acknowledge and understand that the unauthorized disclosure of any Confidential Information would be extremely prejudicial to the other party. This prohibition of disclosure of Confidential Information shall survive the termination of this Agreement for a period of seven (7) years. Both parties shall be entitled to equitable relief, including an injunction, in the event of a breach of this Section 6(h) by the other party. Each party agrees to hold the other party harmless from any and all loss, damage, or liability that results from or arises in connection with such party’s breach of its obligations under this Section 6(h).

(v) Investor and the Company each acknowledge that the terms and conditions of this Agreement are to remain confidential for the benefit of both Investor and Company (on its behalf and on behalf of its subsidiaries), and may not be disclosed by Investor or the Company to anyone, by any manner or means, directly or indirectly (including, without limitation, issuing or causing the issuance of a press or media release concerning the terms and conditions of this Agreement or Investor’s, IPO Entity’s or Company’s identity by press release), without prior written consent of the other party; and, provided, however, that none of Investor, the IPO Entity or the Company may disclose the existence of this Agreement, except as provided in this Section 6(h).

(vi) Notwithstanding the foregoing, either party may disclose the terms and conditions of this Agreement as may be required:

(1) to its affiliates, employees, contractors, existing and potential investors, agents, attorneys, direct or indirect owners’ financing sources (whether prospective or existing), agents to financing sources, arrangers of financing, rating agencies, bondholders, servicers, appraisers, consultants and respective advisors, agents and representatives to each of the foregoing on a “need to know” basis; provided that (other than any rating agency) the same have agreed to treat such information as confidential and not to disclose it to third parties prior to such disclosure and further provided that any disclosure of Confidential Information remains subject to the prior written consent of Investor in each and every circumstance in the Investor’s sole discretion, however, this Agreement may be shared with the foregoing parties based on the foregoing confidentiality requirement. Notwithstanding the foregoing, in the case of potential investors, the existence of this Agreement may be disclosed as set forth above, but disclosure of the actual terms and conditions of the Agreement shall require Investor’s prior written consent in its sole discretion;

(2) no party shall issue any press release or make any other public announcement, including any website posting or social media post, that includes the name or any logo or brand name of any party, or discloses the terms of this Agreement or the fact that the Investor has made or proposes to make an investment in the IPO Entity, except (i) as may be required by law (including the requirements of the SEC and the listing rules of any applicable securities exchange), but in any event subject to compliance with the notice requirements of this paragraph (unless providing such notice is prohibited by law), or (ii) with the prior written consent of the other party. Each party will provide at least four (4) full business days’ notice to the other

party prior to making any disclosure of this Agreement or the terms hereof pursuant to any applicable laws, SEC disclosure rules, or a court order, which notice shall include such proposed disclosures, and the proposed disclosing party will revise such draft disclosures to incorporate reasonable comments from the other party, including redactions to any filing exhibits, if applicable; provided, however, that the four (4) business day notice period shall be shortened to two (2) full business days for any disclosure to be made in response to comments from the U.S. Securities and Exchange Commission in connection with the Registration Statement or any other filing related to an Initial Public Offering or Direct Listing. If the Investor provides its written consent to a narrative disclosure in any filings made with the SEC (including any initial registration statement (or confidential draft registration statement), any amendment thereto, or any other filings that are being made for the first time) (collectively, the “Offering Materials”), such consent shall be deemed to apply to each other Offering Material in which the same or substantially the same, solely to account for ministerial grammar changes and without material alteration, narrative language is used, without requiring additional consent; provided, however, that any use of the Investor’s logo or any brand image or likeness or appearance of any Investor employee shall require the Investor’s separate prior written consent in each instance and shall not be subject to the foregoing deemed-consent provision. For the avoidance of doubt, the provisions of this paragraph apply to any testing-the-waters materials, roadshow video, roadshow presentation, investor day materials and analyst communications prepared in connection with the Initial Public Offering or any Direct Listing. Notwithstanding the foregoing, the Investor may use the IPO Entity’s current logo or logos in connection with describing its portfolio or this investment on its webpages and in its promotional materials; and

(3) to enforce the terms of this Agreement.

(vii) The Investor, on the one hand, or the Company and the IPO Entity, on the other hand, as applicable, will be liable for any disclosures made in violation of this Section 6(h) by such party. The consent to any disclosures will not be deemed to be a waiver on the part of the consenting party of any prohibition against any future disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833, as amended, including the immunities set forth therein, or to create liability for disclosures as expressly permitted therein.

(i) Lock-Up. In connection with any Initial Public Offering, the Investor agrees to execute and deliver a customary lock-up agreement with the underwriters of such Initial Public Offering in the form attached hereto as Exhibit A. The execution and delivery of such lock-up agreement shall be a condition to the settlement of this Agreement in connection with such Initial Public Offering.

(j) Regulatory Covenants.

(i) The Company, the IPO Entity and the Investor will each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any Governmental Entity relating to the transactions contemplated hereby. To the extent permitted under applicable law and by the applicable Governmental Entity, the parties hereto shall (i) provide each other reasonable advance written notice of any meetings or telephone conferences with any Governmental Entity in connection with such inquiries or investigations, and (ii) permit each other

to attend and participate in those meetings and telephone conferences. Each party hereto shall, to the extent permitted under applicable law and by the applicable Governmental Entity, (A) provide the other with a reasonable opportunity to review and comment on any written submissions, and shall consider the other party’s comments in good faith, and (B) keep the other party reasonably apprised of the status of any communications with, and any inquiries or requests for information from, any Governmental Entity in connection with such inquiries or investigations, regardless of whether such other party declines to participate in any meetings or telephone conferences; provided, that neither party will be obligated to disclose to the other party any commercially sensitive or privileged information or information subject to obligations of confidentiality or nonuse, and to the extent the parties agree to share information of this nature, such exchange and review will be limited to the parties’ outside counsel.

(ii) Notwithstanding anything to the contrary contained in Section 6(j)(i) or elsewhere in this Agreement, none of the Investor, the IPO Entity or the Company shall have any obligation under this Agreement to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition or license (or similar arrangement) of, or limit the Investor’s, the IPO Entity’s or the Company’s freedom of action with respect to, any of the businesses, product lines or assets of the Investor, the IPO Entity, the Company or any of their respective subsidiaries, as applicable, or otherwise propose, proffer or agree to any other requirement, obligation, condition, limitation or restriction on any of the businesses, product lines or assets of the Investor, the IPO Entity, the Company or any of their respective subsidiaries, as applicable, in connection with any inquiry, investigation, or litigation in connection with the transactions contemplated hereby; provided, that each of the Investor and the Company shall use commercially reasonable efforts to cooperate with the other party and any Governmental Entity in good faith to resolve any such inquiry, investigation, or litigation.

(k) Removal of Restrictive Legends.

(i) If and when the Shares are eligible for resale under an effective registration statement under the Securities Act, or are exempt from registration under Rule 144 under the Securities Act, the Company shall cause the IPO Entity to comply with the Delivery Covenants (as defined below) and remove any portion of the legends that is no longer applicable.

(ii) After receiving a written request or notice under clause (i) above, the Company shall cause the IPO Entity to, at its sole expense, including that of its transfer agent and for same day processing with its transfer agent, on or before (A) the third business day following receipt of such request or notice, issue applicable issuance instructions to the IPO Entity’s transfer agent to, and (B) the seventh business day following receipt of such request or notice, cause the IPO Entity’s transfer agent to, at the option of the Investor, use either (x) the Depository Trust Company (“DTC”) Direct Registration System or (y) the DTC Deposit/Withdrawal At Custodian system to credit such aggregate number of Shares requested by the Investor to the Investor’s balance account with DTC; provided that the Investor consents to the elimination or reduction, as the case may be, of such applicable book entry positions at the Company’s or the IPO Entity’s transfer agent. The obligations set forth in this Section 6(k)(ii) are referred to as the “Delivery Covenants.”

(iii) If the IPO Entity’s transfer agent requires an opinion of counsel to remove any restrictive legends, then, at the election of the Investor, the Company shall cause the IPO Entity to (A) within the timeframe to allow for compliance with the share delivery timeline in clause (ii) above, obtain at its own cost an opinion of counsel from a nationally recognized law firm, provided that the Investor delivers any reasonably required written representations to support such opinion of counsel, or (B) instruct the IPO Entity’s transfer agent to accept an opinion of counsel obtained by the Investor from a nationally recognized law firm in reasonable form and substance.

(Signature page follows immediately)

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered.


			ENERGY GLOBAL, LP



			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			Title: Co-Chief Executive Officer
			Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
			Redwood City, CA 94065
			Email: ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

			with a copy to (which shall not constitute notice):

			▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
			▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
			Suite 3700
			Houston, TX 77002
			▇▇▇▇ ▇▇▇▇▇▇▇▇
			Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered.


			NVIDIA CORPORATION


			/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			Title: Vice President, Corporate Development
			Address: NVIDIA Corporation
			▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
			Santa Clara, CA 95051

			Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇.▇▇▇

			with a copy to (which shall not constitute notice):

			▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
			c/▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
			▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
			Palo Alto, CA 94301-1744
			Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇;
			▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

			For service of process, which may not be made by email alone, with a copy to: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

Annex A

Wire Transfer Instructions

[Provided under separate cover.]

Exhibit A

Form of Lock-Up Agreement

[See attached.]

FORM OF LOCK-UP AGREEMENT

[●], 2026

▇.▇. ▇▇▇▇▇▇ SECURITIES LLC

▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC

As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting

Agreement referred to below

c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10017

c/o Goldman ▇▇▇▇▇ & Co. LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10282

c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇

New York, New York 10036


			Re:			SE Global Holdings, Inc. --- Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with SE Global Holdings, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $[●] per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, on behalf of the Underwriters (the “Representatives”), the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement

(this “Letter Agreement”) and ending immediately after the close of the Trading Day (as defined below) on the 180th day after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (the “180th Day”) or, if the 180th Day is not a Trading Day, immediately after the close of the last Trading Day immediately preceding the 180th Day (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock, limited liability company units or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities (other than in connection with the exercise of registration rights under the Stockholders’ Agreement referred to in the Prospectus; provided that such exercise of registration rights does not result in the public filing of a registration statement during the Restricted Period by the Company (and for the avoidance of doubt, a confidential submission of such registration statement with the Commission with the prior written consent of the Representatives shall not constitute a public filing during the Restricted Period)), or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For purposes of this Letter Agreement, a “Trading Day” is a day on which the Exchange is open for the buying and selling of securities.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the undersigned’s Lock-Up Securities:

(i) as a bona fide gift or gifts, including without limitation to charitable organizations or educational institutions, or for bona fide estate planning purposes,

(ii) by will or intestacy,

(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),

(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,

(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,

(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,

(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(viii) to the Company from an employee, independent contractor or service provider of the Company upon death, disability, termination of employment or termination of employment cessation of services, in each case, of such employee, independent contractor or service provider,

(ix) as part of a sale or transfer of the undersigned’s Lock-Up Securities that are acquired in the Public Offering or that are acquired in open market transactions after the closing date for the Public Offering or to the Company pursuant to any contractual arrangement that provides the

Company with a right to purchase Lock-Up Securities,

(x) to the Company in connection with (A) the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) the repurchase of shares of Common Stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, limited only to a plan that is described in the

Registration Statement, the Pricing Disclosure Package and the Prospectus, or (C) a right of first refusal that the Company has with respect to transfers of such shares or securities;

(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement;

(xii) in connection with any reclassification or conversion of the shares of Common Stock; provided that any shares of Common Stock received upon such conversion or reclassification will be subject to the restrictions set forth in this Letter Agreement; or

(xiii) to one or more donor-advised funds as described in Section 4966(d)(2) of the Internal Revenue Code of 1986, as amended, or to any similar charitable giving vehicle;

provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi), (vii) and (xiii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a)(ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i), (vii), (viii) and (xiii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans or any other equity compensation arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

(c) convert outstanding preferred units, warrants to acquire preferred units or convertible securities into shares of Common Stock or warrants to acquire shares of Common Stock;

provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement;

(d) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer or disposition of shares of Lock-Up Securities; provided that (1) such plans do not provide for the transfer or disposition of Lock-Up Securities during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan, and any required filing under the Exchange Act made by any person regarding the establishment of such plan during the Restricted Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Restricted Period in contravention of this Letter Agreement;

(e) make any demand or requests for, exercise any right with respect to, or take any action in preparation of the registration by the Company under the Securities Act of the undersigned’s Lock-Up Securities or other securities; provided that (i) no public filing with the Commission or any other public announcement may be made during the Restricted Period in relation to such registration, (ii) the Representatives must have received prior written notice from the Company and/or the undersigned of a confidential submission of a registration statement with the Commission during the Restricted Period at least five business days prior to such submission, and (iii) no Lock-Up Securities or other securities of the Company may be sold, distributed or exchanged prior to the expiration of the Restricted Period;

(f) take any action that is necessary or appropriate for the purposes of pledging, charging or granting any lien, mortgage or other security interest (the “Pledge”) in respect of any of the undersigned’s Lock-Up Securities to or for the benefit of lenders or finance counterparties (as well as any security agent, securities intermediary and/or custodian) (collectively, the “Pledgees”) in connection with a bona fide loan (including any margin loan) or other financing transaction provided to the undersigned and/or its affiliates (a “Financing Transaction”); provided that the terms of such Pledge require that, to the extent the Pledgees enforce their security interest during the term of the Restricted Period by way of sale, transfer, appropriation or other disposition, each purchaser or transferee (the “Purchaser”) shall execute and deliver to the Representatives (prior to or substantially contemporaneously with such sale, transfer, appropriation or other disposition) a lock-up letter substantially in the form of this Letter Agreement in respect of the remainder of the Restricted Period (which, for the avoidance of doubt, shall contain exceptions substantially similar to the exceptions contained in clauses (f) and (g)); and

(g) take any action to permit the Pledgees to enforce their security interest under a Financing Transaction by selling, transferring, appropriating or otherwise disposing of the LockUp Securities; provided that in the case of any such sale, transfer, appropriation or other disposition each Purchaser shall execute and deliver to the Representatives (prior to or substantially contemporaneously with such sale, transfer, appropriation or other disposition) a lock-up letter substantially in the form of this Letter Agreement in respect of the remainder of the Restricted Period (which, for the avoidance of doubt, shall contain exceptions substantially similar to the exceptions contained in clauses (f) and (g)).

If the Representative waives or terminates any of the restrictions with respect to Lock-Up Securities by any Significant Lock-Up Party (as defined below), the same percentage of the total number of outstanding Lock-Up Securities held by the undersigned as the percentage of the total number of outstanding Lock-Up Securities held by such Significant Lock-Up Party that are the subject of such waiver or release shall be immediately and fully released on the same terms from the applicable prohibition(s) set forth herein. The provisions of this paragraph will not apply (i) if the release or waiver is effected solely to permit a transfer not involving a disposition for value, (ii) if the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer, (iii) in the case of any primary and/or secondary underwritten public offering (including a secondary underwritten public offering with a primary component), (iv) if the release or waiver is granted, in the aggregate across all such release or waivers with respect to the undersigned’s Lock-Up Securities, for an amount less than or equal to 1% of the total number of outstanding Lock-Up Securities as of the date of such release or waiver or (v) if the release or waiver is granted to natural persons who are then service providers to the Company due to circumstances of an emergency or hardship as determined by the Representatives in their sole judgment. As used herein, “Significant Lock-Up Parties” shall mean all persons or entities beneficially owning 1% or more of the outstanding Lock-Up Securities as of the date of the final prospectus who have executed a lock-up letter agreement substantially in the form of this Letter Agreement, whether in connection with the Public Offering or a permitted transfer or disposition pursuant to this Letter Agreement (each, a “Significant Lock-Up Party”).

This Letter Agreement is binding and enforceable against the undersigned only if each Company director, Company executive officer, and holder of at least 2% of outstanding Lock-Up Securities, measured as of the date of the Public Offering, has also executed a lock-up agreement (any agreement that restricts the sale or transfer of Lock-Up Securities) with the Representative in effect as of the Public Offering that restricts all Lock-Up Securities held by such person or entity, and the terms of this Letter Agreement are no less favorable than the terms of such other lock-up agreements.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. For purposes of this Letter Agreement, the term “officer” shall have the same meaning as set forth under Section 16 of the Exchange Act.

If the undersigned is an officer or director of the Company, (i) the Representatives, on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Lock-Up Securities, the Representatives, on behalf of the Underwriters, will notify the Company of the impending release or waiver, provided, that the failure to give such notice shall not give rise to any claim or liability against the Underwriters, and (ii) the Company has agreed or will agree in

the Underwriting Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that each of the Representatives or any Underwriter is making such a recommendation.

The undersigned understands that, if the Underwriting Agreement does not become effective by [●], 2026,1 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.

This Letter Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.

1 Note to Draft: To be six months from date of agreement.

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Very truly yours,

IF AN INDIVIDUAL:

IF AN ENTITY:

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