SharonAI Holdings Inc.

The following is a summary of the material provisions of the Indenture, dated as of June 22, 2026 (the “Indenture”), among theCompany, the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee, conversion agent, registrar and paying agent (the “Trustee”).

This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the Indenture, including the definitions of certain terms used therein. We urge you to read the Indenture because the Indenture, and not this description, defines your rights as holders of the Notes. Certain capitalized terms used in this description but not defined herein have the meanings assigned to them in the Indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

General

The Notes were issued under the Indenture in an aggregate principal amount of $700,000,000. The Notes are designated as the “4.75% Convertible Senior Notes due 2032” of the Company.

Brief Description of the Notes

The Notes:

Principal, Maturity and Interest

The Notes will mature on June 15, 2032 (the “Maturity Date”), unless earlier purchased or converted in accordance with the Indenture. The Notes are issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

The Notes bear interest at a rate of 4.75% per annum until the Maturity Date. Interest on the Notes accrues from the most recent date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of original issuance of such Notes. Interest is payable quarterly in arrears on each January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2026, on each Conversion Date (as to the principal amount then being converted), on each Forced Conversion Date (as to the principal amount then being converted), and on the Maturity Date (each, an “Interest Payment Date”). Interest is computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

The record date for each quarterly interest payment is December 15, March 15, June 15 and September 15, as applicable, immediately preceding the relevant Interest Payment Date (whether or not a “Business Day” (as defined below under the caption “**—**Certain Definitions”)).

The Company will pay Additional Interest under certain circumstances as described below under “— Additional Interest.”

The Notes do not benefit from a sinking fund. The Indenture does not require the Company to redeem or retire the Notes periodically. The Company may, to the extent permitted by law, at any time purchase Notes in the open market or otherwise, whether through private or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives. Any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other cash-settled derivatives) will be surrendered to the Trustee for cancellation.

The Notes are not redeemable at the option of the Company prior to the Maturity Date, except pursuant to the Forced Conversion provisions described below under “— Forced Conversion.”

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Payments on the Notes

The Company will pay (or cause the Paying Agent to pay) the principal of, premium, if any, on and interest on, each of the Notes by wire transfer of immediately available funds to the “Depositary” (as defined below under the caption “—Certain Definitions”) or its nominee, as the registered Holder of such Global Note. The Company will pay (or cause the Paying Agent to pay) the principal of, and interest on, any Physical Note as follows: (i) if the Holder holds Physical Notes with an aggregate principal amount of more than $1,000,000 and has delivered a written application to receive payment by wire transfer in immediately available funds to an account within the United States no later than the (x) immediately preceding Regular Record Date (in the case of interest), (y) the relevant Conversion Date (in the case of cash conversion consideration), or (z) or 15 calendar days before the payment date (in the case of any other payment), by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address of such Holder set forth in the Note register.

If the due date for a payment on a Note is not a Business Day, such payment may be made on the immediately following Business Day with the same force and effect as if made on the due date, and no interest will accrue on such payment as a result of the related delay.

Book-Entry; Delivery and Form

The Notes will be issued in the form of one or more Global Notes, deposited with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

A beneficial interest in a Global Note may not be exchanged for a Physical Note unless: (i) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days; or (ii) an Event of Default has occurred and has not been cured or waived with respect to the Notes represented by such Global Note and any owner of a beneficial interest in such Global Note delivers a written request through DTC to exchange such beneficial interest for Physical Notes.

Physical Notes issued in exchange for a Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC in accordance with its customary procedures.

Transfer and Exchange

A Holder may transfer or exchange its Notes at the office of the Registrar in accordance with the Indenture. The Company, the Trustee and the Registrar may require the Holder to, among other things, deliver appropriate endorsements or transfer instruments, and such certificates or other documentation or evidence as may be reasonably required to determine that such transfer or exchange complies with applicable securities laws. The Company, the Trustee and the Registrar may refuse to register the transfer or exchange of any Note that is subject to conversion, a Forced Conversion or a Fundamental Change Repurchase Notice validly delivered and not withdrawn.

No service charge will be made for any registration of transfer or exchange of Notes, but the Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Ranking

The Notes constitute direct senior unsecured obligations of the Company, other than indebtedness secured by purchase money security interests (which is subordinated only as to the underlying assets covered thereby) and capital lease obligations, and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Company. The Notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors. The Notes do not benefit from any security interest in the assets of the Company or the Subsidiary Guarantors.

Subsidiary Guarantees

Each of the Subsidiary Guarantors has, jointly and severally, fully and unconditionally guaranteed, on a senior unsecured basis, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at the Maturity Date, by acceleration, upon a Fundamental Change Repurchase Date, a Forced Conversion Date or otherwise, and the due and punctual performance of all other monetary obligations of the Company to the Holders or the Trustee under the Indenture.

The initial Subsidiary Guarantors are: SharonAI Inc., a Delaware corporation; SharonAI Operations LLC, a Delaware limited liability company; SharonAI Hosting LLC, a Delaware limited liability company; SAI US No. 1 LLC, a Delaware limited liability company; SharonAI Pty Ltd, an Australian proprietary limited company; and Distributed Storage Solutions Pty Ltd, an Australian proprietary limited company (collectively, the “Subsidiary Guarantors”). Each Subsidiary of the Company formed or acquired after the date of the Indenture (other than an “Excluded Subsidiary” (as defined below under the caption “—Certain Definitions”)) is required to become a Subsidiary Guarantor within 30 days of becoming such a Subsidiary (or 90 days in the case of any Australian incorporated Subsidiary to the extent any financial assistance whitewash procedure is required).

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A Subsidiary Guarantor will be automatically and unconditionally released and discharged from its Subsidiary Guarantee upon: (i) the sale or disposition of such Subsidiary Guarantor (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets) to a Person that is not the Company or a Subsidiary of the Company, or upon its liquidation or dissolution; (ii) satisfaction and discharge of the Notes in accordance with the Indenture; or (iii) such Subsidiary Guarantor becoming an Immaterial Subsidiary or an “SPV Subsidiary” (as defined below under the caption “—Certain Definitions”), as certified by an Officer’s Certificate delivered to the Trustee.

Conversion Rights

General

Subject to and upon compliance with the provisions of the Indenture, each Holder has the right, at such Holder’s option, to convert all or any portion of its Notes (plus accrued and unpaid interest on such Notes to, but excluding, the Conversion Date) at the Conversion Rate per $1,000 of the sum of the aggregate principal amount of Notes to be converted plus all accrued and unpaid interest on such Notes to, but excluding, the Conversion Date, at any time until the Close of Business on the second Business Day immediately preceding the Maturity Date.

Conversion Rate and Conversion Price

The initial Conversion Rate is 10.0343 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes, subject to adjustment as described below. The initial Conversion Price is approximately $99.66 per share (equal to $1,000 divided by the initial Conversion Rate). In no event will the Conversion Price be less than $68.73 per share (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions). In no event will the Conversion Rate, after adjustment, exceed 14.5496 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions).

Settlement Upon Conversion

Upon conversion of any Note, the Company will deliver to the converting Holder, in full satisfaction of its conversion obligation, a number of shares of Class A Ordinary Common Stock equal to the applicable Conversion Rate (together with cash in lieu of any fractional share of Class A Ordinary Common Stock), based on the sum of the principal amount of Notes being converted plus accrued and unpaid interest on such Notes to, but excluding, the Conversion Date. The Company will deliver the Settlement Amount on the second Trading Day immediately following the relevant Conversion Date; provided, however, that if, prior to the applicable Conversion Date, the Class A Ordinary Common Stock has been replaced by Reference Property consisting solely of cash, the Company will pay the cash conversion consideration due in respect of such conversion on the third Trading Day immediately following the related Conversion Date.

The Company will not issue fractional shares of Class A Ordinary Common Stock upon conversion. Instead, the Company will pay cash equal to the product of such fraction and the “Daily VWAP” (as defined below under the caption “—Certain Definitions”) on the relevant Conversion Date (or, if such Conversion Date is not a “VWAP Trading Day” (as defined below under the caption “—Certain Definitions”), the immediately preceding VWAP Trading Day).

Conversion Procedures

To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures of the Depositary. To exercise the conversion privilege with respect to Physical Notes, the Holder must deliver a duly completed and irrevocable Conversion Notice to the Conversion Agent, together with the Note and any required endorsements, transfer documents and taxes. The Conversion Date is the date on which the Holder satisfies all applicable requirements.

Ownership Limitation

The Company will not effect any conversion of a Note to Class A Ordinary Common Stock to the extent that, after giving effect to such conversion, the Holder (together with its Affiliates and any Persons acting as a group with the Holder) would beneficially own in excess of the Restricted Ownership Percentage of the outstanding shares of Class A Ordinary Common Stock. The initial Restricted Ownership Percentage for each Holder is 4.99%, subject to increase (upon not less than 61 days’ prior written notice to the Company) or decrease (effective immediately upon written notice to the Company), subject to the limitations set forth in the Indenture. Notwithstanding the foregoing, (x) no Holder shall be entitled to effect any increase in the Restricted Ownership Percentage applicable to its Notes if such Holder or any Additional Restricted Ownership Person has acquired beneficial ownership of Notes or any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained in the Indenture with the purpose or effect of changing or influencing the control of the Company and (y) (A) in the event the Restricted Ownership Percentage in effective is 4.99%, the Restricted Ownership Percentage shall in no event exceed 9.99% of the number of shares of the Class A Ordinary Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Ordinary Common Stock issuable upon conversion of Notes held by the applicable Holder; and (B) in the event the Restricted Ownership Percentage in effect is 9.99%, the Restricted Ownership Percentage shall in no event exceed 19.99% of the number of shares of the Class A Ordinary Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Ordinary Common Stock issuable upon conversion of Notes held by the applicable Holder.

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Adjustments to the Conversion Rate

The Conversion Rate will be adjusted upon the occurrence of certain events, including:

No adjustment to the Conversion Rate will be required unless such adjustment would result in a change of at least one percent; provided that the Company will carry forward any adjustments that are less than one percent and make such carried-forward adjustments when the cumulative net effect equals at least one percent, upon any offer to purchase the Notes following a Fundamental Change, upon any conversion of Notes, or on the Effective Date for any Fundamental Change.

The Conversion Rate will not be adjusted for the issuance of shares of Class A Ordinary Common Stock or any securities convertible into or exchangeable for shares of Class A Ordinary Common Stock or the right to purchase shares of Class A Ordinary Common Stock, except as described above. In no event will any adjustment increase the Conversion Rate above the maximum Conversion Rate of 14.5496 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest and in no event will any adjustment decrease the Conversion Price below $68.73.

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Voluntary Conversion Rate Increases

To the extent permitted by law and applicable stock exchange rules, the Company may (but is not required to) increase the Conversion Rate by any amount for a period of at least 20 Business Days if such increase is irrevocable during such period and the Board of Directors determines that such increase would be in the Company’s best interest. The Company must give at least 15 days’ prior notice of any such increase in the Conversion Rate to the Holders (with a copy to the Trustee and Conversion Agent). The Company may also increase the Conversion Rate to avoid or diminish income tax to holders of Class A Ordinary Common Stock or rights to purchase shares of Class A Ordinary Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

Make-Whole Fundamental Change

(a) If a “Make-Whole Fundamental Change” (as defined below under the caption “—Certain Definitions”) occurs and the Conversion Date for the conversion of a Note occurs during the related “Make-Whole Fundamental Change Conversion Period” (as defined below under the caption “—Certain Definitions”), then, the Conversion Rate applicable to such conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the “Make-Whole Fundamental Change Effective Date” (as defined below under the caption “—Certain Definitions”) and the Stock Price of such Make-Whole Fundamental Change:

If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:

In no event will the Conversion Rate be increased to an amount that exceeds 14.5496 shares of Class A Ordinary Common Stock per $1,000 of the sum of the principal amount of Notes plus all accrued and unpaid interest on such Notes.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale

In the case of any “Merger Event” (as defined below under the caption “—Certain Definitions”) (including any recapitalization, reclassification, consolidation, merger, combination, binding share exchange, sale of all or substantially all of the consolidated assets of the Company, or liquidation or dissolution of the Company) as a result of which the Class A Ordinary Common Stock would be converted into, or exchanged for, other securities, cash or other property (the “Reference Property”), Holders will be entitled thereafter to convert their Notes into the kind and amount of Reference Property that a holder of a number of shares of Class A Ordinary Common Stock equal to the Conversion Rate in effect immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger Event. The Company will execute a supplemental indenture with the Trustee providing for such change in the right to convert.

The Company is required to notify Holders of any Merger Event at least 20 Scheduled Trading Days prior to the effective date of such Merger Event (or, if the Merger Event has not been publicly announced as of that date, as promptly as reasonably practicable after public announcement of such Merger Event). Such notice will specify (or, if the composition of the unit of Reference Property per $1,000 principal amount of Notes is not then determinable, will be supplemented by a subsequent notice specifying) the type and amount of Reference Property that each $1,000 principal amount of Notes would be convertible into following such Merger Event. If the Reference Property consists solely of cash, any conversion of Notes following such Merger Event will be settled in cash, payable on the third Trading Day following the applicable Conversion Date.

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Forced Conversion

On or after the date that is 18 months after the Initial Issue Date and on or before the 20th VWAP Trading Day immediately before the Maturity Date, the Company has the right, at its election, to force convert all or any portion of the Notes (a “Forced Conversion”), but only if:

(i) the Daily VWAP for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately before the Forced Conversion Notice Date exceeds 200% of the Conversion Price;

(ii) the daily dollar trading volume of the Class A Ordinary Common Stock on the Exchange for at least 20 out of 30 consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately before the Forced Conversion Notice Date is at least $50,000,000; and

(iii) the “Liquidity Conditions” (as defined below under the caption “—Certain Definitions”) are satisfied.

The Company must deliver a Forced Conversion Notice to the Holders within one VWAP Trading Day after the end of the applicable 30 consecutive VWAP Trading Day period. The Forced Conversion Date is the first VWAP Trading Day following the Forced Conversion Notice Date.

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No shares of Class A Ordinary Common Stock in excess of the applicable Restricted Ownership Percentage will be delivered upon a Forced Conversion. Instead, the Company will issue pre-funded warrants (the “Pre-Funded Warrants”) exercisable for such excess shares of Class A Ordinary Common Stock to such Holder. Such Pre-Funded Warrants will be exercisable in perpetuity, issued in book-entry form, have an exercise price of $0.0001 per share of Class A Ordinary Common Stock, will have exercise blockers substantially equivalent to those described under the caption “—Conversion Rights—Ownership Limitations” above and will otherwise be in form and substance reasonably satisfactory to the Holders. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Purchase Agreement, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of a Note is forcibly converted.

Repurchase at the Option of Holders Upon a Fundamental Change

If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder will have the right, at such Holder’s option, to require the Company to repurchase for cash all or any portion (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) of such Holder’s Notes on the Fundamental Change Repurchase Date (which will be not less than 20 nor more than 35 calendar days following the date of the Fundamental Change Company Notice) at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”).

A “Fundamental Change” means the occurrence of a Change of Control or a Termination of Trading. A “Change of Control” includes: (i) any person or group becoming the direct or indirect beneficial owner of 50% or more of the total voting power of the Company’s Common Equity, or having the power to elect a majority of the Board of Directors; (ii) the consummation of certain asset sales or transactions in which all of the Class A Ordinary Common Stock is exchanged for other securities, cash or property (subject to certain exceptions); or (iii) the holders of the Company’s Capital Stock approving any plan or proposal for the liquidation or dissolution of the Company. “Termination of Trading” means that the Class A Ordinary Common Stock (or other Reference Property into which the Notes are then convertible pursuant to the terms of the Indenture) are not listed for trading on any of the Exchange, The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors).

Any event, transaction, or series of related transactions that would constitute a Change of Control under both clause (i) and clause (ii) of the definition of “Change of Control” (determined without giving effect to the provisos in clause (ii)) will be deemed to occur solely pursuant to clause (ii) of such definition (subject to the provisos therein).

On or before the 20 th calendar day after the occurrence of a Fundamental Change, the Company will provide to all Holders, the Trustee, the Conversion Agent and the Paying Agent a written notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right arising as a result thereof.

A Holder may withdraw a Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date.

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Consolidation, Merger and Asset Sale

The Company shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person, or sell, assign, convey, transfer, lease or otherwise dispose, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”), unless:

(i) the resulting, surviving, transferee or successor Person (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and, at or before the effective time of such Business Combination Event, the Successor Company expressly assumes, by supplemental indenture, joinder, amendment or otherwise, executed and delivered to the Trustee in form satisfactory to the Trustee, all of the obligations of the Company under the Notes, the Indenture and the other Indenture Documents;

(ii) immediately after giving effect to such Business Combination Event, no Default or Event of Default shall have occurred and be continuing under the Indenture with respect to the Notes; and

(iii) all other conditions specified in the Indenture are met.

Upon any such Business Combination Event, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of, the Company under the Indenture. Except in the case of a lease, the predecessor company will be discharged from its obligations under the Indenture and the Notes.

There is no precise, established definition of the phrase “all or substantially all” under applicable law. Accordingly, there may be uncertainty as to whether the provisions described above would apply to a sale, lease or transfer of less than all of the Company’s and its Subsidiaries’ assets.

Subsidiary Guarantor Consolidation, Merger and Asset Sale

A Subsidiary Guarantor shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person, or sell, assign, convey, transfer, lease or otherwise dispose, in one transaction or a series of transactions, all or substantially all of the assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, to another Person (a “Subsidiary Guarantor Business Combination Event”), unless:

(i) the resulting, surviving, transferee or successor Person (the “Subsidiary Guarantor Successor Company”), if not such Subsidiary Guarantor, is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia, or the state or territory under which the former Subsidiary Guarantor was organized, and at or before the effective time of such Subsidiary Guarantor Business Combination Event, the Subsidiary Guarantor Successor Company expressly assumes, by supplemental indenture, joinder, amendment or otherwise, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Notes, the Indenture and the other Indenture Documents;

(ii) immediately after giving effect to such Subsidiary Guarantor Business Combination Event, no Default or Event of Default shall have occurred and be continuing under the Indenture with respect to the Notes; and

(iii) all other conditions specified in the Indenture are met.

Upon any such Subsidiary Guarantor Business Combination Event, the Subsidiary Guarantor Successor Company (if not such Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, such Subsidiary Guarantor under the Indenture. Except in the case of a lease, the predecessor Subsidiary Guarantor will be discharged from its obligations under the Indenture and the Notes.

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Certain Covenants

Negative Covenants

As long as any portion of the Notes remains outstanding, unless the “Required Holders” (as defined below under the caption “—Certain Definitions”) shall have otherwise given prior written consent, the Company shall not, and shall not permit any of its Subsidiaries (other than any SPV Subsidiary) to, directly or indirectly:

(i) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holders (which explicitly will not include any amendment that solely collapses the Company’s dual common stock structure or eliminates one class of common stock);

(ii) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents, other than (A) shares of Common Stock permitted or required to be converted under the Transaction Documents and (B) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors not exceeding an aggregate of $100,000 for all officers and directors during the term of the Indenture;

(iii) repay, repurchase or offer to repay, repurchase or otherwise acquire any “Indebtedness” (as defined below under the caption “—Certain Definitions”), other than the Notes pursuant to the terms of the Indenture (which for purposes of clarification does not preclude the conversion of (i) up to approximately $103 million of convertible notes issued under a convertible note agreement in December 2025 and (ii) up to $25,000,000 of convertible notes to be issued to strategic transaction partner with whom the Company has a commercial relationship in accordance with their terms);

(iv) pay cash dividends or distributions on any equity securities of the Company;

(v) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company; or

(vi) enter into any agreement with respect to any of the foregoing.

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Reporting Covenant

As long as any Notes are outstanding, the Company shall file with the Commission within the time periods prescribed by its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act) all quarterly and annual financial information required to be contained in Forms 10-Q and 10-K and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s independent auditors. The Company shall furnish to the Trustee and the Holders within 15 calendar days after it is required to file the same with the Commission.

Additional Interest

If, at any time after the date that is six months after the last date of original issuance of the Notes, the Company has not satisfied the reporting conditions set forth in Rule 144(c) and (i)(2) under the Securities Act, or the Notes are not otherwise Freely Tradable, the Company shall pay Additional Interest on the Notes at the rate of 0.50% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise Freely Tradable.

In addition, to the extent the Company elects, the sole remedy for a Reporting Event of Default (i.e., an Event of Default relating to the Company’s failure to comply with its reporting obligations under Section 5.04 of the Indenture) will, for the 180 days after the occurrence of such Reporting Event of Default, consist exclusively of the right to receive Additional Interest at an annual rate of (i) 0.25% per annum of the principal amount of the Notes then Outstanding commencing on the date on which such a Reporting Event of Default first occurs and ending on the earlier of the date such Reporting Event of Default is cured or waived or the 90th day following the occurrence of such Reporting Event of Default and (ii) 0.50% per annum of the principal amount of such tranche of Notes outstanding commencing on the 91st day following the occurrence of such Reporting Event of Default (if such Reporting Event of Default is continuing on such 91st day) and ending on the earlier of the date such Reporting Event of Default is cured or waived or the 180th day following the occurrence of such Reporting Event of Default. If the Reporting Event of Default is continuing on the 181st day, the Notes will be subject to acceleration as provided in the Indenture.

In no event shall Additional Interest accrue at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations.

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Events of Default

Each of the following events constitutes an “Event of Default”:

(a) the Company’s failure to pay the principal of or any premium, if any, on any Note when due and payable on the Maturity Date, on a Fundamental Change Repurchase Date, upon declaration of acceleration or otherwise;

(b) the Company’s failure to comply with its obligations under the Indenture to pay or deliver the Settlement Amount owing upon conversion of any Note within five calendar days;

(c) the Company’s failure to pay any interest on any Note when due, and such failure continues for a period of 30 days;

(d) the Company’s material failure to comply with any of its material obligations under the Purchase Agreement and such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding has been received by the Company;

(e) the Company’s failure to issue a Fundamental Change Repurchase Notice or certain notices with respect to certain corporate events;

(f) the Company’s failure to perform any other covenant required by the Company in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically addressed in clauses (a) through (e) above) and such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding has been received by the Company;

(g) any indebtedness for money borrowed by, or any other payment obligation of, the Company or any of its Subsidiaries that is a Significant Subsidiary of the Company (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company, in an outstanding principal amount, individually or in the aggregate, in excess of $7.5 million (or its foreign currency equivalent at the time) (i) is not paid at final maturity, upon required repurchase, upon redemption or when otherwise due (except upon acceleration that does not result from such a failure to pay), or (ii) is accelerated or otherwise declared due and payable, unless, in the case of clause (ii), such indebtedness is discharged or the acceleration is cured, waived or rescinded within 30 days of the date on which such indebtedness was accelerated or was declared due and payable;

(h) the Company or any of its Subsidiaries that is a Significant Subsidiary of the Company (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company, fails to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $7.5 million,provided that, no Event of Default will be deemed to occur under this clause (h) if such judgments are paid, discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(i) the Company or any of its Significant Subsidiaries (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company (i) commences a voluntary case or other proceeding seeking the liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s or such Significant Subsidiary of the Company’s property, (iii) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, (iv) makes a general assignment for the benefit of creditors, or (v) fails generally to pay its debts as they become due; or

(j) an involuntary case or other proceeding is commenced against the Company or any of its Significant Subsidiaries (other than any SPV Subsidiary) or any group of Subsidiaries (other than any SPV Subsidiaries) that, taken together, would constitute a Significant Subsidiary of the Company (i) seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary of the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days.

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Acceleration; Rescission and Annulment

If an Event of Default (other than an Event of Default specified in clauses (i) or (j) above with respect to the Company) occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in clause (i) or (j) above with respect to the Company occurs, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become immediately due and payable.

The Required Holders may, under certain circumstances, rescind and annul the declaration of acceleration and waive all Defaults and Events of Default (other than certain payment defaults and conversion defaults) by written notice to the Company and the Trustee.

Waiver of Past Defaults

The Required Holders, by written notice to the Company and to the Trustee, may waive any Default or Event of Default (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal of, or any interest on, any Notes, (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period, or (c) the Company’s failure to comply with any provision of the Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and rescind any acceleration resulting from such Default or Event of Default and its consequences.

Limitation on Suits; Rights of Holders to Receive Payment

Except with respect to the rights referred to below, no Holder may institute any proceeding under the Indenture, or for the appointment of a receiver or Trustee, or for any other remedy under the Indenture or with respect to the Notes unless:

(i) such Holder has previously delivered to the Trustee written notice that an Event of Default is continuing;

(ii) Holders of at least 25% in aggregate principal amount of the Notes then Outstanding deliver a written request to the Trustee requesting the Trustee to pursue such remedy and have offered (and if requested, provided) indemnity satisfactory to the Trustee to institute such proceeding as Trustee;

(iii) the Trustee has failed to institute a proceeding within 60 days after such notice, request and offer;

(iv) the Trustee does not comply with such request within 60 calendar days after its receipt of such request and such offer of security or indemnity; and

(v) during such 60 calendar day period, Holders of a majority in aggregate principal amount of the Notes then Outstanding do not deliver to the Trustee a direction that is inconsistent with such request.

Notwithstanding the foregoing, the right of each Holder of a Note to receive payment or delivery, as applicable, of the principal of, or the Fundamental Change Repurchase Price for, or any interest on, or the consideration due upon conversion of, such Note on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment or delivery on or after such respective due dates, will not be impaired or affected without the consent of such Holder.

Holders of a majority in aggregate principal amount of the Notes then Outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to the terms of the Indenture.

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Amendment, Supplement and Waiver

Without Consent of Holders

Without the consent of any Holder, the Company (when authorized by a Board Resolution), any Subsidiary Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency in the Indenture, the Subsidiary Guarantees or the Notes;

(b) to evidence the succession by a Successor Company or by a Subsidiary Guarantor Successor Company and to provide for the assumption of the Company’s or such Subsidiary Guarantor’s obligations;

(c) to add guarantees or guarantors, including additional Subsidiary Guarantors, with respect to the Notes;

(d) to add to the Company’s or a Subsidiary Guarantor’s covenants such further covenants, restrictions or conditions for the benefit of the Holders or surrender any right or power conferred upon the Company;

(e) to make any change that does not adversely affect the rights of any Holder; or

(f) upon the occurrence of a Merger Event, solely to provide that the Notes are convertible into Reference Property and to effect the related changes to the terms of the Notes.

With Consent of Holders

With the consent of the Required Holders, the Company, any Subsidiary Guarantor and the Trustee may amend the Notes or enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the stated Maturity Date of the principal of or any interest on the Notes;

(b) reduce the principal amount of or interest on the Notes;

(c) reduce the amount of principal payable upon acceleration of the Maturity Date of any Note;

(d) change the place or currency of payment of principal of or interest on any Note;

(e) reduce the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be repurchased by the Company;

(f) impair the right of any Holder to receive payment of principal of and interest on its Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on, or with respect to, such Holder’s Notes;

(g) modify the provisions with respect to the repurchase rights of Holders as described under the caption “— Repurchase at the Option of Holders Upon a Fundamental Change” in a manner adverse to Holders or the provisions with respect to Forced Conversion rights of the Company;

(h) modify the ranking provisions of the Indenture;

(i) modify the Subsidiary Guarantees in any manner adverse to the Holders of the Notes;

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(j) make any change that impairs or adversely affects the right of Holders to convert their Notes; or

(k) make any change to the provisions of Article 8 of the Indenture which require each Holder’s consent or in the waiver provisions in Section 6.04 of the Indenture except to increase the percentage required for modification, amendment or waiver or to provide for consent of each affected Holder of Outstanding Notes.

Satisfaction and Discharge

The Indenture will cease to be of further effect when (a) the Company delivers to the Registrar for cancellation all Notes theretofore authenticated and not theretofore cancelled, or (b) all the Notes not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company or any Subsidiary Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Class A Ordinary Common Stock to satisfy the Company’s obligations with respect to outstanding conversions) sufficient to pay all amounts due on all of such Notes, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or any Subsidiary Guarantor shall have paid or caused to be paid all other sums payable under the Indenture. For the avoidance of doubt, upon the satisfaction and discharge of the Indenture, the Holders of the Notes shall no longer have the right to convert their Notes and shall only be entitled to the payments of funds deposited with the Trustee, in trust.

If the Trustee or the Paying Agent is unable to apply any monies in accordance with the Indenture by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to the satisfaction and discharge provisions until such time as the Trustee or the Paying Agent is permitted to apply all such amounts in accordance with the Indenture; provided, however, that if the Company makes any payment of interest on, principal of or delivery in respect of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the monies held by the Trustee or Paying Agent.

Concerning the Trustee

U.S. Bank Trust Company, National Association serves as Trustee, Conversion Agent, Registrar and Paying Agent for the Notes. The Trustee’s Corporate Trust Office is located at 60 Livingston Avenue, St. Paul, MN 55107, Attn: SharonAI Holdings Notes Administrator.

The Trustee will not be under any duty or responsibility to any Holder of Notes to determine or calculate the Conversion Rate (or any adjustment thereto), to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment when made. The Trustee shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Class A Ordinary Common Stock or other securities or property or cash upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in Article 4 of the Indenture.

Calculations

Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Indenture or the Notes, including determinations of the Closing Sale Prices of the Class A Ordinary Common Stock, the Daily VWAP, accrued interest payable on the Notes, Additional Interest payable on the Notes, the Conversion Rate, the Settlement Amount, the Fundamental Change Repurchase Price and any other amounts payable under the Indenture. The Company will make all calculations in good faith and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and the Conversion Agent, and will forward such calculations to any Holder upon written request.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor will have any liability for any obligations of the Company or the Subsidiary Guarantors under the Indenture, the Notes or the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder will be deemed to waive and release all such liability, and such waiver and release are part of the consideration for the issuance of the Notes.

Notices

The Company will send all notices or communications to Holders pursuant to the Indenture in writing by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the Holders’ respective addresses shown on the register for the Notes. In the case of Global Notes, the Company is permitted to send notices or communications to Holders pursuant to the Applicable Procedures of DTC, and notices and communications sent in this manner will be deemed to have been properly sent to such Holders in writing.

The Company will deliver notices or communications to Holders pursuant to the Indenture in writing, which may be delivered in person, mailed by first class mail (postage prepaid), sent by overnight courier, or transmitted by facsimile, email or electronic transmission in PDF format, to the Holders’ respective addresses shown on the register for the Notes. Notices will be deemed given on the date of mailing or, in the case of electronic transmission, on the date of transmission. In the case of Global Notes, notices and other communications are sufficiently given if delivered to DTC (or its designee) pursuant to the Applicable Procedures of DTC, and notices and communications sent in this manner will be deemed to have been properly sent to such Holders in writing.

Governing Law

The Indenture and the Notes, and any claim, controversy or dispute arising under or related to the Indenture or the Notes, are governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law).

Waiver of Jury Trial

The Indenture provides that the Company and the Trustee will irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the Notes or the transactions contemplated by the Indenture or the Notes.

Submission to Jurisdiction

The Company has irrevocably consented to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the City of New York and the County of New York over any suit, action or proceeding arising out of or based upon the Indenture or the transactions contemplated by the Indenture. The Company has waived any objection to the laying of venue of any such suit, action or proceeding in such courts and has agreed not to plead or claim that any such suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

Certain Definitions

Set forth below are certain defined terms used in the Indenture.

“Business Day” means any day other than (x) a Saturday, (y) a Sunday or (z) a day on which state or federally chartered banking institutions in New York, New York or the place of payment are authorized or required by law, regulation or executive order to close.

“Contracted Customer Revenue” means revenues payable under customer agreements (including master services agreements, service orders, and related order forms) for GPU-as-a-Service, cloud computing, high-performance computing, or similar infrastructure services, including revenues arising under any “take-or-pay” or similar committed capacity arrangements, whether billed or unbilled.

“Conversion Price” means, in respect of each Note, as of any date, $1,000 divided by the Conversion Rate in effect on such date; provided, however, that in no event will the Conversion Price be less than $68.73 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Ordinary Common Stock).

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“Conversion Rate” means, initially, 10.0343 shares of Class A Ordinary Common Stock (subject to adjustment as provided in the Indenture) per $1,000 of the sum of the principal amount of Notes plus accrued and unpaid interest on such Notes; provided however, that in no event will the Conversion Rate, after adjustment, be more than 14.5496 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Ordinary Common Stock).

“Daily VWAP” for the Class A Ordinary Common Stock (or any security that is part of the Reference Property), in respect of any VWAP Trading Day, means the per share volume-weighted average price of the Class A Ordinary Common Stock (or other security) as displayed under the heading “Bloomberg VWAP” on Bloomberg Page “SHAZ Equity AQR” (or its equivalent successor if such page is not available, or the Bloomberg Page for any security that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day or, if such volume-weighted average price is unavailable (or the Reference Property is not a security), the market value of one share of the Class A Ordinary Common Stock (or other Reference Property) on such VWAP Trading Day as determined in good faith by the Board of Directors or a duly authorized committee thereof in a commercially reasonable manner, using a volume-weighted average price method (unless the Reference Property is not a security). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside the regular trading session.

“Depositary” means The Depository Trust Company.

“Excluded Subsidiary” shall mean

(i) SPV Subsidiary;

(ii) each Immaterial Subsidiary;

(iii) any Subsidiary for which general statutory limitations, financial assistance, fiduciary duties, corporate benefit, fraudulent preference, illegality, criminal or personal liability, capital maintenance rules and analogous principles restrict such Subsidiary from providing a Subsidiary Guarantee; and

(iv) any Subsidiary for which the provision of a Subsidiary Guarantee: (A) would be prohibited or restricted by any applicable governmental authority, applicable law or regulation or analogous restriction or contract (including (1) any requirement to obtain the consent, approval, license or authorization of any governmental authority or third party, unless such consent, approval, license or authorization has been received and (2) any restriction or requirement contained in any organizational documents to comply with local jurisdictional requirements or customs); (B) would result in material adverse tax consequences as reasonably determined by the Company; or (C) would result in a risk to the officers or directors (or equivalent) of such Subsidiary of personal, civil or criminal liability.

“Exempt Issuance” means (i) the Company’s issuance of any securities as full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity; (ii) the Company’s issuance or grant of shares of Class A Ordinary Common Stock or options to purchase shares of Class A Ordinary Common Stock to employees, directors or consultants of the Company or any of its Subsidiaries, pursuant to plans that have been approved by a majority of the independent members of the Board of Directors or that exist as of the Issue Date; (iii) the Company’s issuance of securities upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Class A Ordinary Common Stock and are outstanding as of the Issue Date,provided that such exercise, exchange or conversion is effected pursuant to the exercise, exchange or conversion terms of such securities as set forth in the agreements or instruments governing such securities as in effect on the Issue Date and without giving effect to any amendments to such terms made after the Issue Date; (iv) the Company’s issuance of securities pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested members of the Board of Directors; (v) the Company’s issuance of the Notes and any shares of Class A Ordinary Common Stock upon conversion of the Notes; (vi) the Company’s issuance of shares of Class A Ordinary Common Stock in exchange for shares of the Class B Super Common Stock; (vii) the Company’s issuance of any securities in connection with the initial issuance and sale of CHESS Depository Interests (“CDIs”) and the initial quotation of the Company’s CDIs on the Australian Securities Exchange;provided, that the sale price of such CDIs is at least $30.00 (calculated using the Bloomberg FX rate for Australian Dollars to U.S. dollars at 5:00 p.m. ET on the date the agreement to sell such CDIs is entered into); and (viii) the issuance of up to $25,000,000 of securities, and the issuance of securities upon the exercise, exchange or conversion of such securities, to a strategic transaction partner with whom the Company has a commercial relationship, or its affiliates, as a subscription or investment.

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“GPU Equipment” means graphics processing units, servers housing such units, networking equipment, storage systems, cooling infrastructure (including liquid cooling systems), and any other ancillary equipment used in connection with the foregoing.

“Indebtedness” means as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i) all indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(ii) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) available under all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(iii) all obligations of such Person to pay the deferred purchase price of property or services, including earn-out obligations (other than (A) trade accounts payable in the ordinary course of business and (B) to the extent such obligation is not due at any time prior to the date that is six months after the Maturity Date, any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(iv) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(v) on any date, in respect of any Capitalized Leases of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP;

(vi) all obligations of such Person in respect of Disqualified Capital Stock; and

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(vii) all Guarantee Obligations of such Person in respect of any of the foregoing;

provided, that Indebtedness shall not include (A) prepaid or deferred revenue arising in the ordinary course of business, (B) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset and (C) endorsements of checks or drafts arising in the ordinary course of business.

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment for collateral purposes, lien (statutory or other) or similar encumbrance, and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof); provided, that in no event shall an operating lease entered into in the ordinary course of business or any precautionary UCC filings made pursuant thereto by an applicable lessor or lessee, be deemed to be a Lien.

The “Liquidity Conditions” will be satisfied with respect to a Forced Conversion if:

(i) the offer and sale of any share of Class A Ordinary Common Stock to be received by a Holder pursuant to such Forced Conversion are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by the Company to remain effective and usable, by the Holder to sell such share of Class A Ordinary Common Stock, continuously during the period from, and including, the date the related Forced Conversion Notice is sent to, and including, the one (1) year anniversary after the date such share of Class A Ordinary Common Stock is issued;

(ii) each share of Class A Ordinary Common Stock referred to in clause (i) above (x) will, when issued and when sold or otherwise transferred pursuant to the registration statement referred to in such clause (i), unless sold to the Company or an Affiliate of the Company, not be evidenced by any certificate that bears a Restricted Stock Legend referring to transfer restrictions under the Securities Act or other securities laws; and (y) will, when issued, be listed and admitted for trading, without suspension or material limitation on trading, on any of the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors); and

(iii) (x) the Company has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (ii)(y) above with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (y) no such delisting or suspension is reasonably likely to occur or is pending based on the Company falling below the minimum listing maintenance requirements of such exchange.

*“Make-Whole Fundamental Change”*means a Fundamental Change, but without regard to the first and second provisos to clause (ii) of the definition of Change of Control.

*“Make-Whole Fundamental Change Conversion Period”*means the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date).

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“Make-Whole Fundamental Change Effective Date” means the date on which such Make-Whole Fundamental Change occurs or becomes effective.

Merger Events. In the case of:

and, in each case, as a result of which the Class A Ordinary Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets (including cash or any combination thereof).

“Required Holders” means, as of any date of determination, the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding.

“SPV Subsidiary” means (a) any Subsidiary, controlled affiliate, joint venture, partnership, or other entity that is primarily formed, used, or maintained to (i) own, lease, finance, or operate GPU Equipment, (ii) hold, manage, or monetize Contracted Customer Revenue or receivables arising therefrom, or (iii) hold data center leases, licenses, or colocation agreements necessary to operate GPU Equipment or service customer agreements (“AssetCo SPV”); and (b) any entity which is AssetCo SPV’s holding entity or sibling entity, who is a guarantor and/or security provider to the financiers of AssetCo SPV.

“Stock Price” has the following meaning for any Make-Whole Fundamental Change: (i) if the holders of Class A Ordinary Common Stock receive only cash in consideration for their shares of Class A Ordinary Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause (ii) of the definition of Change of Control, then the Stock Price is the amount of cash paid per share of Class A Ordinary Common Stock in such Make-Whole Fundamental Change; and (ii) in all other cases, the Stock Price is the average of the Closing Sale Prices per share of Class A Ordinary Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.

“VWAP Market Disruption Event” means (i) a failure by the primary exchange or quotation system on which the Class A Ordinary Common Stock trades or is quoted to open for trading during its regular trading session or (ii) the occurrence or existence for more than one half-hour period in the aggregate on any Scheduled Trading Day for the Class A Ordinary Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Exchange or otherwise) in the Class A Ordinary Common Stock or in any options, contracts or future contracts relating to the Class A Ordinary Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

“VWAP Trading Day” means a day on which (i) there is no VWAP Market Disruption Event and (ii) the Exchange or, if the Class A Ordinary Common Stock is not listed on the Exchange, the principal other U.S. national or regional securities exchange on which the Class A Ordinary Common Stock is then listed is open for trading or, if the Class A Ordinary Common Stock is not so listed, any Business Day. A VWAP Trading Day only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then-standard closing time for regular trading on the relevant exchange or trading system.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain material U.S. federal income tax considerations relating to the purchase, ownership, and disposition (including conversion) of the Notes by holders who purchase the Notes in the secondary market from the Selling Securityholders identified in this prospectus. Because this prospectus relates to the resale of Notes and shares of our common stock (and pre-funded warrants) by the Selling Securityholders, and not to an original issuance of Notes by the Company, the tax considerations described herein are addressed primarily to persons who acquire the Notes in such secondary market transactions. Such holders will generally acquire the Notes at a price that may differ from the original issue price of the Notes, and accordingly may be subject to the market discount or acquisition premium rules described below. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder (the “Treasury Regulations”), administrative guidance issued by the Internal Revenue Service (the “IRS”), and judicial decisions, all as of the date of this prospectus, all of which are subject to change or differing interpretation, possibly with retroactive effect. We have not sought, and do not intend to seek, a ruling from the IRS with respect to any of the U.S. federal income tax matters discussed herein. The IRS may challenge one or more of the conclusions described in this summary, and a court may sustain any such challenge.

This summary is limited to holders who hold the Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all U.S. federal income tax consequences that may be relevant to a particular holder in light of that holder’s circumstances, and does not address U.S. estate and gift taxes, the alternative minimum tax, the Medicare net investment income tax (except as noted below), or the tax laws of any state, local, or non-U.S. jurisdiction. In particular, this summary does not address holders that are subject to special tax rules, including:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding Notes are urged to consult their own tax advisors.

This summary is for general informational purposes only and does not constitute tax advice. Each prospective investor is urged to consult its own tax advisor regarding the particular U.S. federal, state, local, and non-U.S. income and other tax consequences of acquiring, holding, converting, and disposing of the Notes, in light of its individual circumstances and any applicable tax treaty, including the potential application of the market discount rules, the acquisition premium rules, and any other consequences arising from the acquisition of the Notes in the secondary market at a price other than the original issue price.

Consequences to U.S. Holders

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes:

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Payments of Interest

The Notes bear interest at 4.75% per annum, payable quarterly in cash. The Notes were issued at their stated principal amount, and the Notes were not issued with original issue discount (“OID”) for U.S. federal income tax purposes (other than as may arise from the contingent payment analysis described below). Accordingly, except as described below under “—Contingent Payment Debt Instruments” and “—Additional Interest,” payments of stated interest on the Notes will generally be taxable to a U.S. Holder as ordinary interest income at the time received or accrued, in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes. Because this prospectus relates to a resale of the Notes, holders who acquire the Notes in the secondary market should note that the original issue price of the Notes is relevant for several purposes, including (i) determining whether such holders have acquired the Notes at a market discount or at an acquisition premium, as described below under “—Market Discount” and “—Acquisition Premium,” and (ii) if the Notes were issued with OID, determining the amount of OID, if any, that such holders are required to include in income over their holding period for the Notes.

Contingent Payment Debt Instruments

Under Treasury Regulation § 1.1275-4, certain debt instruments that provide for one or more “contingent payments” are subject to special rules (the “CPDI rules”). If the CPDI rules apply to the Notes, each U.S. Holder would be required to accrue interest income over the term of the Notes based on the “comparable yield” — which is the rate at which we could issue a fixed-rate, noncontingent debt instrument with terms and conditions otherwise similar to those of the Notes — without regard to actual payments received. In addition, all gain recognized by a U.S. Holder on a sale, exchange, conversion, or retirement of a Note would be treated as ordinary income, and any loss would be treated as ordinary loss (to the extent of prior interest inclusions) and as capital loss thereafter.

The Notes may be subject to the CPDI rules because they provide for Additional Interest at 0.50% per annum, payable in cash in the same manner as regular interest on the Notes, if we are not current in our Exchange Act reporting obligations or if the Notes otherwise cease to be “Freely Tradable” as defined in the Indenture. We intend to take the position that the possibility of Additional Interest becoming payable is remote for purposes of the CPDI rules, and accordingly that the Notes are not CPDIs. Our determination that such contingency is remote is binding on all U.S. Holders, including holders who acquire the Notes in the secondary market, for purposes of their U.S. federal income tax returns unless they explicitly disclose a contrary position; however, it is not binding on the IRS. If the IRS were to successfully assert that the Notes are subject to the CPDI rules, U.S. Holders could be required to accrue ordinary income in excess of stated interest payments during the term of the Notes and to treat all gain on a sale, exchange, conversion, or retirement of the Notes as ordinary income. U.S. Holders are urged to consult their own tax advisors regarding the potential application of the CPDI rules to the Notes.

Conversion of Notes

General

A U.S. Holder may convert its Notes at any time prior to the close of business on the second business day immediately preceding the maturity date, and we may require conversion of all or a portion of the Notes beginning 18 months after the initial issue date subject to specified conditions, in each case with settlement to be made solely in shares of our common stock, plus cash in lieu of any fractional share. However, if the issuance of shares of common stock upon conversion would cause a holder to exceed the applicable Restricted Ownership Percentage set forth in the Indenture, we will instead issue pre-funded warrants (with an exercise price of $0.0001 per share) with respect to the shares that cannot be delivered by reason of such limitation.

Conversion Resulting Solely in Common Stock (No Pre-Funded Warrants)

Upon conversion of a Note solely into shares of our common stock (plus cash in lieu of fractional shares), the shares of common stock delivered are intended to satisfy and discharge both the principal amount of and accrued and unpaid interest on the Note being converted, with accrued interest “deemed to be paid in full rather than cancelled, extinguished or forfeited” to the extent shares are delivered in respect thereof.

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The U.S. federal income tax treatment of such a conversion is not entirely free from doubt. There are two principal bases on which the conversion of a Note into shares of our common stock might qualify for nonrecognition treatment. First, in Rev. Rul. 72-265, 1972-1 C.B. 222, the IRS ruled that the conversion of convertible debentures into stock of the issuing corporation pursuant to the exercise of a conversion privilege was not a taxable event, relying on a provision of the Treasury Regulations promulgated under the Revenue Act of 1918. The applicability of Rev. Rul. 72-265 to the Notes is not free from doubt, however, because the Notes contain features not present in the debentures considered in that ruling, including the Company’s ability to force conversion under specified circumstances and the conversion-rate adjustment and make-whole provisions of the Indenture. Second, the conversion of a Note may qualify as a tax-free “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, in which case a U.S. Holder would be eligible for nonrecognition treatment under Section 354 of the Code provided the Note constitutes a “security” for purposes of that provision. Whether the Notes constitute “securities” for purposes of Section 354 is determined based on all relevant facts and circumstances, with the term of the instrument being a significant factor; there is no assurance that the Notes will be treated as “securities” for this purpose. To the extent the conversion of a Note qualifies for nonrecognition treatment under either of these analyses, a U.S. Holder generally would not recognize gain or loss upon the conversion, except as described below with respect to (i) shares received in respect of accrued and unpaid interest and (ii) cash received in lieu of a fractional share. Under this characterization:

If the conversion of a Note does not qualify for nonrecognition treatment under Rev. Rul. 72-265 or as a tax-free recapitalization under Sections 368(a)(1)(E) and 354 of the Code, the conversion would be treated as a taxable exchange. In that event, a U.S. Holder would generally recognize gain or loss equal to the difference between the fair market value of the common stock received (excluding the portion received in respect of accrued interest, which is addressed separately) and the U.S. Holder’s adjusted tax basis in the Note. Any such gain or loss generally would be long-term capital gain or loss if the Note was held for more than one year at the time of conversion.

U.S. Holders are urged to consult their own tax advisors regarding the applicable treatment of a conversion of the Notes into shares of our common stock.

Shares Received in Respect of Accrued and Unpaid Interest

To the extent shares of common stock are issued upon conversion of a Note in respect of accrued and unpaid interest, a U.S. Holder will generally be required to recognize ordinary income in an amount equal to the fair market value of such shares on the conversion date, to the extent such interest has not previously been included in income. The U.S. Holder’s tax basis in shares received in respect of accrued and unpaid interest will generally equal the fair market value of such shares on the conversion date, and the holding period for such shares will begin on the day after the conversion date.

Cash in Lieu of Fractional Shares

Cash received in lieu of a fractional share of common stock upon conversion of a Note will generally be treated as if the U.S. Holder received a fractional share and then had that fractional share redeemed for cash. A U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received and the portion of the U.S. Holder’s adjusted tax basis in the Note allocable to that fractional share interest. Such gain or loss will generally be capital gain or loss and will be long-term if the Note was held for more than one year at the time of conversion.

Pre-Funded Warrants Received Upon Conversion

If, upon a conversion of Notes (including a forced conversion), a holder would otherwise be entitled to receive shares of our common stock that would cause it to exceed its applicable Restricted Ownership Percentage, we will instead issue pre-funded warrants with an exercise price of $0.0001 per share and with exercise blockers substantially equivalent to those applicable to the Notes.

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The U.S. federal income tax treatment of pre-funded warrants received in lieu of shares of common stock upon conversion is subject to uncertainty. There are at least two possible characterizations:

The IRS has not issued definitive guidance addressing the tax treatment of pre-funded warrants received upon the conversion of a convertible note. Consequently, U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of receiving pre-funded warrants upon the conversion of the Notes, including the tax basis and holding period for any shares of common stock subsequently received upon exercise of such warrants.

Forced Conversion

Beginning 18 months after the initial issue date, we may force the conversion of all or a portion of the outstanding Notes if specified stock-price, trading-volume, and liquidity conditions are satisfied. The U.S. federal income tax consequences of a forced conversion to a U.S. Holder will generally be as described above under “—Conversion Resulting Solely in Common Stock” (or, if applicable, “—Pre-Funded Warrants Received Upon Conversion”). A conversion is not expected to have different tax consequences to a U.S. Holder solely by reason of its being a forced conversion rather than a voluntary conversion by the holder. However, there is no definitive authority on this point, and U.S. Holders are encouraged to consult their own tax advisors. U.S. Holders who acquired the Notes in the secondary market should note that their holding period for the Notes begins on the date of their acquisition of the Notes in such secondary market transaction, and not on the original issue date of the Notes; accordingly, such holders should consider whether their holding period is sufficient to qualify for long-term capital gain treatment at the time of any forced conversion that is treated as a taxable exchange.

Record-Date Interest and Reimbursement

If a U.S. Holder converts Notes after a regular record date but before the corresponding interest payment date, such U.S. Holder will generally be required to pay to us, in cash, an amount equal to the stated interest that is payable on that interest payment date (subject to certain exceptions set forth in the Indenture). Such payment made by the converting holder to us generally will reduce such holder’s amount realized on the conversion and will not be separately deductible. U.S. Holders should consult their own tax advisors regarding the treatment of such payments in their particular circumstances.

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes

Upon a sale, exchange, redemption (including upon a Fundamental Change), retirement at maturity, or other taxable disposition of a Note (other than a conversion addressed above), a U.S. Holder will generally recognize gain or loss equal to the difference between (i) the amount realized on such disposition (excluding any portion thereof attributable to accrued and unpaid interest not previously included in income, which will be taxable as ordinary income) and (ii) the U.S. Holder’s adjusted tax basis in the Note at the time of such disposition.

A U.S. Holder’s adjusted tax basis in a Note will generally equal the purchase price paid for the Note in the secondary market, increased by (i) any OID previously included in income (if applicable) and (ii) any market discount previously included in income pursuant to an election to accrue market discount currently (as described below under “—Market Discount”), and decreased by any principal payments previously received.

Any gain or loss recognized on a taxable disposition of a Note (other than amounts treated as ordinary income under the CPDI rules or recharacterized as ordinary income under the market discount rules described below) will generally be long-term capital gain or loss if the Note was held for more than one year at the time of such disposition, and short-term capital gain or loss if held for one year or less. Long-term capital gains of non-corporate U.S. Holders are generally eligible for preferential tax rates. The deductibility of capital losses is subject to limitations. See “—Market Discount” below for a discussion of rules that may recharacterize a portion of any gain recognized on a disposition of a Note as ordinary income.

Market Discount

A U.S. Holder who purchases a Note in the secondary market at a price that is less than the Note’s “revised issue price” (generally, the original issue price of the Note, increased by any OID previously accrued and decreased by any principal payments previously made) will be treated as having acquired the Note with “market discount” within the meaning of Section 1278 of the Code, unless the amount of such market discount is less than a statutorily defined de minimis threshold. The market discount rules of Sections 1276 through 1278 of the Code have the following principal consequences for U.S. Holders who acquire the Notes at a market discount:

(i)Ordinary Income Recharacterization on Disposition. Upon a sale, exchange, retirement at maturity, or other taxable disposition of a Note acquired at a market discount, any gain recognized will be treated as ordinary income to the extent of the market discount that has accrued (on a ratable basis, or on a constant-yield basis if the holder so elects) during the holder’s holding period for the Note, unless the holder has elected to include market discount in income currently as it accrues as described in clause (iii) below.

(ii)Conversion. If a U.S. Holder converts a Note that was acquired at a market discount, any accrued market discount that has not previously been included in income will generally be treated as ordinary income at the time of conversion, to the extent of any gain recognized on the conversion. U.S. Holders should consult their own tax advisors regarding the interaction of the market discount rules with the nonrecognition and recapitalization analyses described above under “—Conversion of Notes.”

(iii)Election to Accrue Market Discount Currently. A U.S. Holder may elect to include market discount in ordinary income as it accrues over the holder’s holding period for the Note, either on a ratable basis or on a constant-yield basis. If such an election is made, the electing holder’s adjusted tax basis in the Note will be increased by the amount of market discount included in income, which will reduce the amount of gain (or increase the amount of loss) recognized upon a subsequent disposition of the Note. This election, once made, applies to all market discount obligations acquired by the holder in the taxable year of the election and in all subsequent taxable years, and may not be revoked without the consent of the IRS.

(iv)Deferral of Interest Deductions. A U.S. Holder who has not elected to include market discount in ordinary income as it accrues over the holder’s holding period for the Note and who incurs or continues indebtedness to purchase or carry a Note acquired at a market discount may be required to defer the deduction of a portion of the interest expense on such indebtedness until the corresponding market discount is included in income.

U.S. Holders are urged to consult their own tax advisors regarding the application of the market discount rules to their particular circumstances, including the advisability of making an election to accrue market discount currently.

Acquisition Premium

A U.S. Holder who purchases a Note in the secondary market at a price that exceeds the Note’s revised issue price (as described above under “—Market Discount”) will be treated as having acquired the Note with “acquisition premium” within the meaning of Section 1272(a)(7) of the Code. Because the Notes were not issued with OID (other than as may arise under the CPDI rules described above), acquisition premium is not expected to be a significant consideration for most secondary market purchasers. However, if OID were determined to exist with respect to the Notes (for example, if the IRS were to successfully assert that the Notes are subject to the CPDI rules), a U.S. Holder who acquired the Notes at an acquisition premium would be permitted to reduce the amount of OID otherwise required to be included in income by an amount determined under the acquisition premium rules. U.S. Holders should consult their own tax advisors regarding the potential application of the acquisition premium rules to their particular circumstances.

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Additional Interest

If Additional Interest becomes payable, it accrues at 0.50% per annum and is payable in cash on the applicable interest payment dates in the same manner as regular interest on the Notes, as provided in the Indenture. Assuming the Notes are not treated as CPDIs (see above), U.S. Holders will generally be required to include Additional Interest in ordinary income as it accrues (for accrual-method taxpayers) or is received (for cash-method taxpayers), in the same manner as regular stated interest. U.S. Holders should consult their own tax advisors regarding the specific tax treatment of any Additional Interest.

Constructive Distributions

The conversion rate of the Notes is subject to adjustment in certain circumstances pursuant to the Indenture. Additionally, if a Make-Whole Fundamental Change occurs and holders convert Notes during the specified period, the conversion rate will be increased by Additional Shares determined by a table or interpolation methodology. Under Treasury Regulation § 1.305-7, an adjustment to the conversion rate (or a failure to make an adjustment) that has the effect of increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits will generally be treated as a constructive distribution to such U.S. Holder. Such a constructive distribution would generally be taxable to the U.S. Holder as:

Adjustments made pursuant to a bona fide, reasonable adjustment formula that accounts for dilutive events will generally not result in a constructive distribution. However, other types of adjustments — including adjustments made in connection with certain dividend payments on our common stock or other discretionary actions — could give rise to a deemed distribution. Whether the make-whole Additional Shares adjustments will be treated as constructive distributions will depend on the specific facts and circumstances at the time of any such adjustment. Non-corporate U.S. Holders should note that constructive dividends may be eligible for preferential tax rates only if certain holding period and other requirements are satisfied. Corporate U.S. Holders may be eligible for a dividends-received deduction with respect to any portion of a constructive distribution treated as a dividend, subject to applicable limitations.

If we make a distribution of cash or property (other than our common stock) with respect to our common stock, and we do not make a corresponding adjustment to the conversion rate of the Notes, the failure to make such an adjustment could also result in a taxable constructive distribution to U.S. Holders of the Notes.

U.S. Holders should consult their own tax advisors regarding the tax treatment of any actual or constructive distribution in their particular circumstances.

Net Investment Income Tax

Certain U.S. Holders that are individuals, estates, and trusts will be subject to an additional 3.8% tax on their “net investment income” (or, for estates and trusts, “undistributed net investment income”) for taxable years in which their income exceeds certain thresholds. Net investment income generally includes interest income, dividend income (including constructive distributions), and net gains from the sale or other disposition of property not held in connection with a trade or business. Net investment income does not include any item taken into account in computing self-employment income. The 3.8% net investment income tax may apply to gains and income arising from ownership of the Notes and any shares of our common stock (or pre-funded warrants) received upon conversion. U.S. Holders should consult their own tax advisors regarding the potential application of this tax to their investment in the Notes.

Consequences to Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of a Note that is not a U.S. Holder and is not a partnership or other entity treated as a partnership for U.S. federal income tax purposes.

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Payments of Interest

Subject to the discussion below regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, payments of interest on the Notes (including any amounts treated as OID, if applicable) to a Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax, provided that such interest (including OID) qualifies as “portfolio interest” under Sections 871(h) and 881(c) of the Code. Interest qualifies as portfolio interest if each of the following requirements is satisfied:

If any of these requirements is not satisfied, payments of interest on the Notes (including any amounts treated as OID, if applicable) to a Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable income tax treaty and the Non-U.S. Holder provides the withholding agent with the appropriate IRS Form W-8 establishing entitlement to treaty benefits. Non-U.S. Holders should consult their own tax advisors regarding the availability of treaty benefits and the specific documentation required.

Sale, Exchange, Redemption, or Other Taxable Disposition of Notes

Subject to the discussions below regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, gain realized by a Non-U.S. Holder upon the sale, exchange, redemption (including repurchase upon a Fundamental Change), retirement at maturity, or other taxable disposition of a Note (other than amounts attributable to accrued interest, which are addressed under “—Payments of Interest” above) generally will not be subject to U.S. federal income or withholding tax, unless:

Conversion of Notes

A conversion of Notes into shares of our common stock (or pre-funded warrants) by a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax (other than with respect to any amounts received that are attributable to accrued and unpaid interest (including any amounts treated as OID, if applicable), which will generally be subject to withholding tax to the same extent as a payment of interest as described above). If any portion of a conversion is treated as a taxable exchange (for example, if pre-funded warrants are treated as property rather than stock), the rules described above under “—Sale, Exchange, Redemption, or Other Taxable Disposition of Notes” would apply with respect to any gain attributable to such taxable exchange.

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To the extent that amounts are allocated to accrued interest (including any amounts treated as OID, if applicable) upon conversion that would otherwise be subject to U.S. withholding tax, we or the applicable withholding agent may withhold from any cash or shares of common stock otherwise deliverable to the Non-U.S. Holder upon conversion. If there is insufficient cash from which to withhold, the withholding agent may collect any required withholding from other payments to the Non-U.S. Holder or from proceeds of subsequent dispositions by such holder.

Constructive Distributions

To the extent that an adjustment (or failure to adjust) the conversion rate of the Notes constitutes a constructive distribution to Non-U.S. Holders as described above under “—Constructive Distributions,” such constructive distribution will generally be treated as a dividend subject to U.S. withholding tax at a rate of 30% (or a lower rate under an applicable income tax treaty, subject to applicable documentation requirements). Such withholding may be collected from any cash or shares of our common stock otherwise deliverable to the Non-U.S. Holder in connection with such adjustment or, if no such amounts are available, may be collected from other amounts payable to the Non-U.S. Holder or from proceeds of subsequent dispositions.

Effectively Connected Income

If a Non-U.S. Holder holds the Notes in connection with the conduct of a trade or business within the United States, and interest payments (and OID amounts, if applicable), deemed distributions, gain from a taxable disposition, or any other amount received in respect of the Notes are effectively connected with such U.S. trade or business (and, if required under an applicable income tax treaty, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder will generally be taxed on such income or gain at the graduated U.S. federal income tax rates applicable to United States persons. In that case, the Non-U.S. Holder must provide us or the applicable withholding agent with a properly completed IRS Form W-8ECI in lieu of a Form W-8BEN or W-8BEN-E. Non-U.S. Holders that are corporations and have effectively connected income may also be subject to a U.S. branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on their “effectively connected earnings and profits,” subject to certain adjustments.

Common Stock Received Upon Conversion

The following discussion addresses certain U.S. federal income tax considerations applicable to U.S. Holders and Non-U.S. Holders with respect to the ownership and disposition of shares of our common stock received upon conversion of the Notes. This discussion is subject to the same limitations and qualifications described above.

Consequences to U.S. Holders of Common Stock

Distributions on Common Stock

Distributions paid on shares of our common stock received upon conversion of the Notes, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends and will be includible in the gross income of a U.S. Holder as ordinary income when received or accrued, in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital, reducing the U.S. Holder’s adjusted tax basis in the shares of common stock, and thereafter as capital gain. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder may constitute “qualified dividend income” that will be subject to tax at the reduced rates accorded to long-term capital gains. Dividends received by a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends-received deduction if the requisite holding period is satisfied, subject to applicable limitations. U.S. Holders should consult their own tax advisors regarding the availability of the preferential rates and the dividends-received deduction in their particular circumstances.

Sale, Exchange, or Other Taxable Disposition of Common Stock

Upon a sale, exchange, or other taxable disposition of shares of our common stock received upon conversion of the Notes, a U.S. Holder will generally recognize capital gain or loss equal to the difference between (i) the amount realized on such disposition and (ii) the U.S. Holder’s adjusted tax basis in the shares disposed of. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the shares exceeds one year at the time of disposition, and short-term capital gain or loss if the holding period is one year or less. For purposes of determining the holding period of shares of common stock received upon a conversion that qualifies for nonrecognition treatment, the U.S. Holder’s holding period will include the holding period of the converted Note. Long-term capital gains of non-corporate U.S. Holders are generally eligible for preferential tax rates. The deductibility of capital losses is subject to limitations. U.S. Holders should consult their own tax advisors regarding the tax consequences of any disposition of shares of our common stock.

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Consequences to Non-U.S. Holders of Common Stock

Distributions on Common Stock

Distributions paid on shares of our common stock received upon conversion of the Notes that constitute dividends for U.S. federal income tax purposes (as described above) will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend (or such lower rate as may be specified by an applicable income tax treaty), unless the dividends are effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and, if required under an applicable income tax treaty, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States). To claim the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying qualification for the reduced rate. In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from other property subsequently paid or credited to such Non-U.S. Holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “—Sale, Exchange, or Other Taxable Disposition of Common Stock” below. If dividends are effectively connected with a U.S. trade or business, the Non-U.S. Holder will generally be taxed on such dividends at the graduated U.S. federal income tax rates applicable to United States persons (net of certain deductions and credits), and a Non-U.S. Holder that is a corporation may also be subject to a U.S. branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on its effectively connected earnings and profits. Non-U.S. Holders should consult their own tax advisors regarding the application of U.S. withholding tax to distributions on our common stock, including the availability of treaty benefits and the specific documentation required.

Sale, Exchange, or Other Taxable Disposition of Common Stock

Subject to the discussions above regarding backup withholding, FATCA, and income effectively connected with a U.S. trade or business, gain realized by a Non-U.S. Holder upon the sale, exchange, or other taxable disposition of shares of our common stock received upon conversion of the Notes will generally not be subject to U.S. federal income or withholding tax, unless: (i) the gain is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and, if an applicable income tax treaty requires, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of the disposition and certain other conditions are met, in which case such gain generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be available under an applicable treaty); or (iii) we are or have been a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the shares, except that, in the case where our common stock is “regularly traded” on an “established securities market” (as such terms are defined under applicable Treasury Regulations), the Non-U.S. Holder has owned, whether actually or based on the application of constructive ownership rules, five percent (5%) or less of our common stock at all times within the shorter of the five-year period preceding such disposition or such Non-U.S. Holder’s holding period for such common stock. There can be no assurance that our common stock is or has been treated as regularly traded on an established securities market for this purpose.

Unless an applicable income tax treaty provides otherwise, gain described in clause (i) above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any such gain of a corporate Non-U.S. Holder may also be subject to an additional “branch profits tax” at a rate of 30% (or a lower applicable income tax treaty rate).

If clause (ii) above applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on its net capital gain for such year at a tax rate of 30% (or such lower rate as may be available under an applicable treaty).

If clause (iii) above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. As noted above, we do not believe that we currently are a USRPHC, but there can be no assurance that we will not become a USRPHC in the future. Non-U.S. Holders should consult their own tax advisors regarding the potential application of these rules to any disposition of shares of our common stock.

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Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting will apply to payments of interest on the Notes, dividends on shares of our common stock received upon conversion of the Notes, and to the proceeds of a sale, exchange, conversion, or other taxable disposition of the Notes or such shares of common stock by a U.S. Holder, unless such holder is an exempt recipient (such as a corporation). Backup withholding (currently at a rate of 24%) will apply to such payments if the U.S. Holder fails to provide a correct taxpayer identification number (generally on IRS Form W-9), fails to certify that such holder is not subject to backup withholding, or otherwise fails to comply with applicable backup withholding requirements. Backup withholding is not an additional tax; amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder may obtain a refund of any excess amounts withheld by filing the appropriate claim with the IRS.

Non-U.S. Holders

Information reporting generally will apply to payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes to Non-U.S. Holders, even if such payments are exempt from U.S. withholding tax under the portfolio interest exemption or pursuant to an applicable income tax treaty. Non-U.S. Holders can generally avoid information reporting and backup withholding with respect to such payments by providing the applicable withholding agent with the appropriate IRS Form W-8 certifying their foreign status. Payments of proceeds from a taxable disposition of the Notes or shares of our common stock received upon conversion of the Notes made by a U.S. paying agent or other U.S. intermediary will be subject to information reporting and may be subject to backup withholding at the applicable rate unless the Non-U.S. Holder properly certifies its foreign status.

FATCA

Under Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”), a 30% U.S. withholding tax may be imposed on “withholdable payments” — including payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes — made to certain “foreign financial institutions” (as specially defined under FATCA) and certain “non-financial foreign entities” (as specially defined under FATCA), unless such entities comply with various U.S. information reporting, due diligence, and withholding requirements or otherwise establish an exemption from such requirements. An applicable intergovernmental agreement between the United States and a foreign country may modify these requirements for entities and intermediaries located in that country.

Pursuant to applicable Treasury Regulations and IRS administrative guidance, FATCA withholding currently applies to payments of interest on the Notes and dividends on shares of our common stock received upon conversion of the Notes, but is not required to be withheld on gross proceeds from the sale or other disposition (including a conversion) of the Notes or such shares of common stock.

Prospective investors in the Notes should consult their own tax advisors regarding the potential impact of FATCA on their particular investment in the Notes and shares of our common stock received upon conversion thereof, and the specific steps they may need to take to avoid withholding under FATCA.

THE FOREGOING DISCUSSION IS A SUMMARY ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, HOLDING, CONVERTING, AND DISPOSING OF THE NOTES AND ANY SHARES OF COMMON STOCK RECEIVED UPON CONVERSION THEREOF IN LIGHT OF SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY APPLICABLE INCOME TAX TREATIES.

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