0001193125-25-044231 Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of _____________, 202_ is made by and between CoreWeave, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 21, 2024, among COREWEAVE, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, together with any permitted successor agent, the “Collateral Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of October 17, 2022, by and among CoreWeave, Inc., a Delaware corporation (including, without limitation, the SPAC entering into a SPAC Transaction (as such terms are defined below) that may hold 100% of the equity interests of the Company or any successor thereto after the consummation of such SPAC Transaction, the “Company”), each of the investors party to the First Transaction (as listed on Schedule A hereto), each of which is referred to in this Agreement as a “First Investor”, and each of the investors party to the Second Transaction (as listed on Schedule A hereto), each of which is referred to in this Agreement as a “Second Investor”, and together with each First Investor, each an “Investor”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO COREWEAVE, INC. IF PUBLICLY DISCLOSED. PARENT GUARANTEE AND PLEDGE AGREEMENTParent Guarantee and Pledge Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
THIS PARENT GUARANTEE AND PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 30, 2023, by CoreWeave, Inc., a Delaware corporation (the “Pledgor”), and U.S. Bank Trust Company, National Association, in its capacity as collateral agent (the “Collateral Agent”) for the Lenders and the other Secured Parties.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO COREWEAVE, INC. IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of July 30, 2023 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”) COREWEAVE COMPUTE ACQUISITION CO. II, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, U.S. BANK NATIONAL ASSOCIATION, as Depositary Bank (in such capacity, the “Depositary Bank”) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) and Blackstone Tactical Opportunities Advisors L.L.C. and Imperial Capital LLC, as lead arrangers, and Imperial Capital LLC, as bookrunner (together in such capacities, the “Lead Arrangers”) and Blackst
TERM LOAN CREDIT AND GUARANTY AGREEMENT dated as of December 16, 2024 among COREWEAVE, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Collateral Agent...Term Loan Credit and Guaranty Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
This TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of December 16, 2024, among COREWEAVE, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, together with any permitted successor agent, the “Collateral Agent”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO COREWEAVE, INC. IF PUBLICLY DISCLOSED. CREDIT AGREEMENT dated as of May 16, 2024 among...Credit Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of May 16, 2024 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”) COREWEAVE COMPUTE ACQUISITION CO., IV, LLC, a Delaware limited liability company, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, U.S. BANK NATIONAL ASSOCIATION, as Depositary Bank (in such capacity, the “Depositary Bank”) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”), Blackstone Tactical Opportunities Advisors L.L.C., Blackstone Alternative Credit Advisors LP, Blackstone Private Investments Advisors L.L.C. and Blackstone Alterna
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 21, 2024 among COREWEAVE, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the...Revolving Credit and Guaranty Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 21, 2024, among COREWEAVE, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, together with any permitted successor agent, the “Collateral Agent”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO COREWEAVE, INC. IF PUBLICLY DISCLOSED. Master Services AgreementMaster Services Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
This Master Services Agreement, including all Exhibits attached hereto, (“Agreement”) is between CoreWeave, Inc. a Delaware corporation (“CoreWeave” or “Coreweave”) and the Customer named above. This Agreement is effective as of the last date beneath the parties’ signatures below (“Effective Date”). CoreWeave and Customer will each be referred to individually as a “Party” and together as the “Parties”.
May 20, 2024 CW Opportunity 2 LP Magnetar Constellation Master Fund, Ltd Magnetar Capital Master Fund Ltd Longhorn Special Opportunities Fund LP c/o Magnetar Financial LLCDirector Nomination Rights Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software
FIRST AMENDMENT TO PARENT GUARANTEE AND PLEDGE AGREEMENTParent Guarantee and Pledge Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software
This FIRST AMENDMENT TO PARENT GUARANTEE AND PLEDGE AGREEMENT, dated as of November 8, 2023 (this “First Amendment”), is by and among CoreWeave, Inc., a Delaware corporation, as pledgor (the “Pledgor”), U.S. Bank Trust Company, National Association, a national banking association, in its capacity as collateral agent for the Lenders and other Secured Parties, together with its successor in such capacity (in such capacity, the “Collateral Agent”) and each of the Consenting Lenders (as defined below).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”), is made as of the 16th day of May, 2024, by and among COREWEAVE, INC., a Delaware corporation (the “Company”), the holders of Series Seed Preferred Stock listed on Exhibit A hereto (the “Series Seed Holders”), the holders of Series A Preferred Stock listed on Exhibit A hereto (the “Series A Holders”), the holders of Series B Preferred Stock listed on Exhibit A hereto (the “Series B Holders”) and the holders of Series B-1 Preferred Stock listed on Exhibit A hereto (the “Series B-1 Holders”, and together with the Series Seed Holders, the Series A Holders and the Series B Holders, the “Existing Investors”) and the parties listed on Exhibit B hereto (the “New Investors” and, together with the Existing Investors, the “Investors”) and any Additional Purchasers and Committed Closing Purchasers (each term as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 her
COMMENCEMENT DATE AGREEMENTCommencement Date Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software
THIS COMMENCEMENT DATE AGREEMENT, made as of the 2nd day of December 2024, between LIVINGSTON CIRCLE ASSOCIATES, LIMITED PARTNERSHIP, having a principal place of business at c/o Eastman Management Corporation, 651 Old Mount Pleasant Ave., Suite 110, Livingston, NJ 07039 hereinafter referred to as “Landlord”; and COREWEAVE, INC., having an office and principal place of business at 290 W. Mt. Pleasant Avenue, Suite 4100, Livingston, New Jersey 07039, hereinafter referred to as “Tenant”.
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2024, by and between CoreWeave, Inc., a Delaware corporation (the “Company”) and [ ] (the “Founder”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO COREWEAVE, INC. IF PUBLICLY DISCLOSED. CREDIT AGREEMENT dated as of July 30, 2023 among...Credit Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of July 30, 2023 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”) COREWEAVE COMPUTE ACQUISITION CO II, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, U.S. BANK NATIONAL ASSOCIATION, as Depositary Bank (in such capacity, the “Depositary Bank”) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) and Blackstone Tactical Opportunities Advisors L.L.C. and Imperial Capital LLC, as lead arrangers, and Imperial Capital LLC, as bookrunner (together in such capacities, the “Lead Arrangers”) and Blacksto
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • New York
This Amendment No. 2 to Credit Agreement (this “Amendment”), dated as of December 2, 2024, is made by and among COREWEAVE, INC., a Delaware corporation (the “Borrower”) and COREWEAVE CASH MANAGEMENT LLC, a Delaware limited liability company (together with the Borrower, the “Obligors”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as a Lender and the other Lenders party hereto.
PUT OPTION AGREEMENTPut Option Agreement • March 3rd, 2025 • CoreWeave, Inc. • Services-prepackaged software • Delaware
This Put Option Agreement (the “Agreement”) is made as of the 16th day of May, 2024 by and among COREWEAVE, INC., a Delaware corporation (the “Company”) and the Investors listed on Schedule A. The Company and Investors are each hereafter, from time to time, referred to as a “Party” and collectively, as the “Parties”.