SHARE PURCHASE AGREEMENT

Exhibit 10.28

Execution Version

THIS (this “Agreement”) is made as of August 17, 2026, by and between SE Global Holdings, Inc., a Delaware corporation (the “Company”), and NVIDIA Corporation, a Delaware corporation (the “Investor”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purchase and Sale of Shares.

(a) Sale and Issuance of Shares of Class N Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, shares of the Company’s Class N Common Stock, a class of non-voting (whether for directors or other matters, except where voting is required by law) common stock, par value $0.0001 per share, to be authorized and designated prior to the closing of an Initial Public Offering (the “Class N Common Stock”), at a price per share equal to the per share initial public offering price (before underwriting discounts and expenses) in the Initial Public Offering (as defined below) (the “IPO Price”). The Company agrees to sell and issue to the Investor shares of Class N Common Stock equal to $1,500,000,000 divided by the IPO Price, such number of shares rounded down to the nearest whole share (with the total purchase price correspondingly reduced for such fractional share amount). The shares of Class N Common Stock to be issued and sold to the Investor pursuant to this Agreement are referred to as the “Shares.” “Initial Public Offering” shall mean the issuance and sale of Common Stock by the Company, par value $0.0001 per share (the “Common Stock”), pursuant to an Underwriting Agreement to be entered into by and among the Company, certain selling stockholders and certain underwriters (the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) and/or any related registration statements (the “Underwriting Agreement”), in an amount such that the aggregate gross proceeds of Common Stock issued and sold by the Company pursuant to the Underwriting Agreement (and for the avoidance of doubt, excluding Common Stock sold by any stockholders of the Company) are at least $1,500,000,000 (before underwriting discounts and fees and expenses) (such shares reflecting such minimum amount of gross proceeds, the “Committed Shares”).

(b) Closing. The purchase and sale of the Shares shall take place at the location and at the time immediately subsequent to the closing of the Initial Public Offering (which time and place are designated as the “Closing”). At the Closing, the Investor shall make payment of the purchase price of the Shares by wire transfer in immediately available funds to the account specified by the Company against delivery to the Investor of such Shares registered in the name of the Investor, which Shares shall be uncertificated shares.

2. Representations, Warranties and Covenants of the Company.

The Company hereby represents and warrants to the Investor that as of the date hereof and as of the date of the Closing:

(a) Organization, Good Standing and Qualification.

(i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.

(ii) The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it is required to be so qualified or in good standing, except where the failure to so qualify or be in good standing would not be material and adverse to the Company.

(b) Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement, and the authorization, issuance, sale and delivery of the Shares being sold hereunder has been taken, and this Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Valid Issuance of the Shares; No Consent. The Shares being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of liens, encumbrances and restrictions on transfer (including preemptive and other similar rights) other than restrictions on transfer absent registration under applicable securities laws. The issuance of the Shares is not subject to any preemptive or similar rights. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with 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) (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except any filings required by applicable U.S. state “blue sky” securities laws, rules and regulations.

(d) Compliance with Other Instruments.

(i) The Company is not in violation or default of any provision of its Certificate of Incorporation (“Certificate of Incorporation”), as amended.

(ii) Except as would not be material to the Company, the Company is not in violation or default of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any statute, rule or regulation applicable to the Company. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (i) result in any material violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, either a material default under any such provision, instrument, judgment,

order, writ, decree or contract or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization, or approval applicable to the Company, its business or operations or any of its assets or properties, (ii) result in any violation or default of its Certificate of Incorporation, or (iii) result in any material violation of any law, statute, rule or regulation, or of any judgment or order of any court, arbitrator or Governmental Entity, in each case applicable to the Company.

(e) Capitalization.

(i) As of the date of this Agreement, the capitalization of the Company as set forth in the preliminary prospectus (as defined in the Underwriting Agreement) and Prospectus (as defined in the Underwriting Agreement) under the caption “Capitalization” is accurate and complete in all material respects.

(ii) As of the date of the Closing, the statements set forth in the preliminary prospectus (as defined in the Underwriting Agreement) and Prospectus (as defined in the Underwriting Agreement) under the caption “Description of Capital Stock,” insofar as they purport to constitute a summary of the terms of the Company’s capitalization, are accurate, complete and fair in all material respects.

(f) Registration Statement. The Registration Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), complied (or, in the case of amendments filed after the date of this Agreement, will comply) as of its filing date in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, and did not (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date it is declared effective by the SEC, the Registration Statement, as so amended, and any related registration statements, will comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) Brokers or Finders. The Company has not engaged any brokers, finders or agents such that the Investor will incur, directly or indirectly, as a result of any action taken by the

Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the sale of the Shares contemplated by this Agreement.

(h) Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 3 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would require such a registration.

(i) Most Favored Nation. During the period from the date of this Agreement through the Closing, if the Company shall have entered into any additional, or modified any existing, agreements or arrangements with any existing or future investors in the Company that have the effect of issuing and/or selling shares of Common Stock or securities convertible into shares of Common Stock on terms and conditions that are more favorable to such investor in any respect (other than solely with respect to voting rights) than the terms and conditions of this Agreement in respect of the Investor, then the Company shall promptly advise the Investor of such fact (and the relevant terms and conditions) and (unless otherwise agreed by the Company and the Investor) this Agreement, without any further action of the Company or the Investor, shall be deemed automatically amended and modified to include such more favorable terms and conditions such that the Investor shall receive the benefit of such more favorable terms and conditions; provided, however, that the foregoing shall not apply to (w) any commercial, strategic, or operational arrangements entered into with investors in connection with such investor’s investment, (x) any immaterial or de minimis differences, (y) any grants or issuances of shares of Common Stock (including upon the exercise of outstanding or to-be-granted options), options, restricted stock units or other equity or equity-based awards pursuant to the Company’s long-term incentive plan as in effect on the date of this Agreement or any successor, amended, restated or replacement longterm incentive or equity incentive plan approved by the Company’s board of directors, or (z) any warrants to purchase Common Stock issued to OpenAI, Inc. or any of its affiliates that are outstanding as of the date of this Agreement, or the issuance of Common Stock upon the exercise of any such warrants. As of the date hereof, there are no such agreements or arrangements in place with any existing or future investors in the Company that have the effect of issuing and/or selling shares of Common Stock or securities convertible into shares of Common Stock on terms and conditions that are more favorable to such investor in any respect than the terms and conditions of this Agreement in respect of the Investor.

(j) Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, this Agreement or the Shares in any jurisdiction in which the Company is organized or does business is not dependent upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.

(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 of the Securities

Act, the Company shall 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, 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 Company’s transfer agent to, and (B) the seventh business day following receipt of such request or notice, cause the Company’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 transfer agent. The obligations set forth in this Section 2(k)(ii) are referred to as the “Delivery Covenants.”

(iii) If the Company’s transfer agent requires an opinion of counsel to remove any restrictive legends, then, at the election of the Investor, the Company shall (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 Company’s transfer agent to accept an opinion of counsel obtained by the Investor from a nationally recognized law firm in reasonable form and substance.

3. Representations, Warranties and Covenants of the Investor.

The Investor hereby represents and warrants to the Company as follows:

(a) Organization, Good Standing and Qualification. The Investor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b) Authorization. The Investor has full power and authority to enter into this Agreement, and this Agreement constitutes a valid and legally binding obligation of the Investor, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Purchase Entirely for Own Account. By the Investor’s execution of this Agreement, the Investor hereby confirms that the Shares to be received by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except as permitted by applicable federal or state securities laws. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares, except as permitted to be assigned pursuant to Section 8(d).

(d) Disclosure of Information. The Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations, warranties and covenants of the Company in Section 2 of this Agreement or the right of the Investor to rely thereon.

(e) Investment Experience. The Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. The Investor also represents it has not been organized for the purpose of acquiring the Shares.

(f) Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act, as presently in effect.

(g) Brokers or Finders. The Investor has not engaged any brokers, finders or agents such that the Company will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the sale of the Shares contemplated by this Agreement.

(h) Restricted Securities. The Investor understands that the Shares will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(i) Legends. The Investor understands that the Shares may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM). INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

(ii) Any legend required by applicable state “blue sky” securities laws, rules and regulations.

4. Conditions of the Investor’s Obligations at Closing.

The obligations of the Investor under Section 1(a) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

(a) Representations and Warranties. The representations, warranties and covenants of the Company contained in Section 2 of this Agreement shall be true on and as of the Closing, except for representations that are provided as of a particular date, which shall be true and correct as of such dates.

(b) Public Offering Shares. The Underwriters shall have closed, prior to the closing of the purchase of the Shares by the Investor hereunder, on their purchase of the Committed Shares pursuant to the Registration Statement and Underwriting Agreement.

(c) Absence of Injunctions, Decrees, Etc. During the period from the date of this Agreement to immediately prior to the Closing, no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing.

5. Conditions of the Company’s Obligations at Closing.

The obligations of the Company under Section 1(a) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

(a) Representations, Warranties and Covenants. The representations, warranties and covenants of the Investor contained in Section 3 shall be true on and as of the Closing.

(b) Public Offering Shares. The Initial Public Offering shall have closed immediately prior to the purchase of the Shares by the Investor hereunder.

6. Termination.

This Agreement shall terminate (i) at any time upon the written consent of the Company and the Investor, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) automatically, without any further action by either party, on May 15, 2027 if the Closing has not occurred.

7. Registration Rights. The Shares shall receive customary registration rights no worse on any individual term than any other party to any registration rights agreement by and among the Company and its other stockholders (as amended and/or restated from time to time, the “Rights Agreement”). The Company agrees 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.

8. Miscellaneous.

(a) Regulatory Covenants.

(i) The Company 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 non-use, 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 8(a)(i) or elsewhere in this Agreement, neither the Investor nor 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 or the Company’s freedom of action with respect to, any of the businesses, product lines or assets of the Investor, 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 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.

(b) Publicity. Prior to the effectiveness of the Registration Statement, the Company shall file an amendment to the Registration Statement including the preliminary prospectus which,

among other things, will describe the transactions contemplated in this Agreement, including references to the Investor and this investment (the “Registration Statement Amendment”). Notwithstanding the foregoing, 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 Company, 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 in any filings made with the SEC (including the Registration Statement Amendment, any subsequent amendments, and any other filings that are being made for the first time) (collectively, the “Offering Materials”), 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 SEC in connection with the Registration Statement or any other filing related to the Initial Public Offering. If the Investor provides its written consent to a narrative disclosure in any one Offering Material, 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. Notwithstanding the foregoing, the Investor may use the Company’s current logo or logos in connection with describing its portfolio or this investment on its webpages and in its promotional materials.

(c) Survival of Warranties, Representations and Covenants. The warranties, representations and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.

(d) Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Investor without the prior written consent of the Company; provided, however, that the Shares and the rights, duties and obligations of the Investor hereunder may be assigned to an affiliate of the Investor that is directly or indirectly controlled by the Investor (as used herein, “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise, and “affiliate” has the meaning set forth in Rule 405 promulgated under the Securities Act) without the prior written consent of the Company, subject to the following conditions: (A) the Investor shall provide the Company with written notice of any such assignment

at least five (5) business days prior to such assignment, and (B) such affiliate must be a creditworthy entity. Any attempt by the Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement in a manner that is not permitted by the foregoing sentence to be made without such permission shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. No provision of this Agreement is intended, or shall be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind or nature whatsoever in any person other than the parties hereto and their respective successors and permitted assigns and the Non-Recourse Parties (as defined herein).

(e) Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paperbased recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(g) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Investor) or otherwise delivered by hand, messenger or courier service addressed:

(i) if to the Investor, to the Investor’s address or electronic mail address as shown on the Investor’s signature page to this Agreement, with a copy (which shall not constitute notice) to ▇▇ ▇▇▇▇▇ (email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇), ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

(ii) if to the Company, to SE GLOBAL HOLDINGS, INC., ▇▇▇▇ ▇▇▇▇▇ (email: ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇), Attention: ▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other current address or electronic mail address as the Company shall have furnished to the Investor, with a copy (which shall not constitute notice) to ▇▇▇▇ ▇▇▇▇▇▇▇▇ (email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇), ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly

maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, when directed to the relevant electronic mail address (provided that the sender has not received a bounceback or other notice of a failure of delivery).

(h) Brokers or Finders. The Company shall indemnify and hold harmless the Investor from any liability for any commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses of defending against such liability or asserted liability) for which the Investor or any of its constituent partners, members, officers, directors, employees or representatives is responsible to the extent such liability is attributable to any inaccuracy or breach of the representations, warranties and covenants contained in Section 2(g), and the Investor agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its constituent partners, members, officers, directors, employees or representatives is responsible to the extent such liability is attributable to any inaccuracy or breach of the representations, warranties and covenants contained in Section 3(g).

(i) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor.

(j) Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

(k) Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

(l) Specific Performance. The parties to this Agreement hereby acknowledge and agree that the Company would be irreparably injured by a breach of this Agreement by the Investor, and the Investor would be irreparably injured by a breach of this Agreement by the Company, and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the aggrieved party in the event that this Agreement is breached. Therefore, each of the parties to this Agreement agrees to the granting of specific performance of this Agreement and injunctive or other equitable relief in favor of the aggrieved party as a remedy for any such breach, without proof of actual damages, and the parties to this Agreement further waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to the aggrieved party. If any term, provision,

covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(m) No Recourse.

(i) Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach by the Indemnifying Party of any representation, warranty or covenant contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, each party’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to 100% of the total purchase price payable by the Investor in respect of the Shares plus any reasonable and documented out-of-pocket expenses such party may recover in connection with any claim therefor following the determination in a final, non-appealable judgment by a court of competent jurisdiction that the other party has so breached this Agreement, and neither party shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby in excess of such amount.

(ii) This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against, the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to each Investor, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or affiliates of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from any NonRecourse Party.

(n) Submission to 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, each of the Company and the Investor irrevocably and unconditionally:

(i) submits for itself and its 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 agrees 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) consents that any such action may and shall be brought exclusively in such courts and waives any objection that it 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 agrees not to plead or claim the same;

(iii) waives 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 its performance under or the enforcement of this Agreement;

(iv) agrees 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 this Agreement; and

(v) agrees 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.

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IN WITNESS WHEREOF, the parties have executed this as of the date first above written.


			SE GLOBAL HOLDINGS, INC.



			By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

						Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
						Title: Co-Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this as of the date first above written.


			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:
			▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

SHARE PURCHASE AGREEMENT

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