Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

PROJECT DOLOMITES – SYNDICATED FACILITY AGREEMENT

dated                                    2026

for

SAI AU NO.1 PTY LTD and SAI AU NO.3 PTY LTD

as Original Borrowers

with

THE ENTITIES LISTED IN SCHEDULE 2

as Original Lenders

with

GLOBAL LOAN AGENCY SERVICES AUSTRALIA SPECIALIST ACTIVITIES PTY LIMITED

acting as Agent

GLOBAL LOAN AGENCY SERVICES AUSTRALIA NOMINEES PTY LTD

acting as Security Trustee

Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

www.mallesons.com

Ref: 602-0118462:YC:SKS:SM

CONTENTS

THIS AGREEMENT is made between:

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

In this Agreement:

“Acceptable Bank” means:

“Accounts” means:

“Account Bank” means [***] or any other bank or financial institution with whom an Account is maintained, and which is approved by the Agent (acting on the instructions of the Majority Lenders).

“Account Bank Deed” means:

“Accounting Principles” means accounting principles and practices applying by law or otherwise generally accepted, and consistently applied, in Australia, including the Australian equivalent to IFRS.

“Additional Servers” has the meaning given to that term in Clause 18.2(a)(ii) (Equity Cure).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company, and, in the case of any limited partnership, any entity (including any other limited partnership) which owns or controls or is owned or controlled by the first limited partnership or is under common ownership or control with the first limited partnership.

“Anti-Bribery Laws” has the meaning given to that term in Clause 16.20 (Anti-Bribery and Anti-Money Laundering).

“Anti-Money Laundering Laws” has the meaning given to that term in Clause 16.20 (Anti-Bribery and Anti-Money Laundering).

“Applicable Percentage” means, in relation to any prepayment required under Clause 7.6(a)(i) (Excess Cashflow sweep), the percentage specified in the table below that corresponds to the Gross LTV Ratio as set out in the most recent Compliance Certificate delivered under Clause 17.4(b) (Compliance Certificate) for the Sweep Period in respect of which the prepayment is to be made, provided that the Applicable Percentage shall be 100% if, on the relevant prepayment date, a Default is subsisting or if the Monthly Service Levels fall to or below [***] in respect of any Customer Service Order.

[***]

“Associate” has the meaning given to it in Section 128F(9) of the Tax Act.

“Australian Tax” means any Tax assessed, levied, imposed or collected by the Commonwealth of Australia or any Government Agency thereof.

“Australian Withholding Tax” means any Australian Tax required to be withheld or deducted from any interest or other payment under Division 11A of Part III of the Tax Act or Subdivision 12-F of Schedule 1 to the Tax Act.

“Authorisation” means:

“Authorised Signatories” means:

“Availability Period” means, in relation to each Facility, the period from and including the date of this Agreement to and including the date falling 1 month after the date of this Agreement.

“Available Cash” means, for any period, the sum (without duplication) of all amounts (other than Utilisations and Other Proceeds) actually received by any Borrower in Cash or Cash Equivalent Investments during that period from any customer or counterparty pursuant to the terms of the Material Contracts.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Bail-In Action” has the meaning given in Clause 38 (Bail-In provisions).

“Beneficiary” has the meaning it has in the Security Trust Deed.

“Borrower” means an Original Borrower unless, it has ceased to be a Borrower in accordance with Clause 23 (Changes to the Obligors).

“Break Costs” means, in relation to Facility A, the amount (if any) by which:

exceeds:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

“Calculation Date” means each 31 March, 30 June, 30 September and 31 December, commencing with the First Calculation Date.

“Cash” means, at any time, all cash on hand, short term deposits and other cash equivalents.

“Cash Equivalent Investments” means at any time:

in either case, with a maturity of less than 1 year;

“Change of Control” means:

[***]

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means a Facility A Commitment or a Facility B Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Company, any Obligor, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

“Confidentiality Undertaking” means a confidentiality undertaking in a form recommended by the APLMA from time to time or in any other form agreed between the Company and the Agent.

“Consolidated Group” means a consolidated group or MEC group, each as defined in section 995-1 of the Tax Act.

“Control” has the meaning given in s50AA of the Corporations Act.

“Core Business” means:

“Corporations Act” means the Corporations Act 2001 (Cth).

“Costs” includes costs, charges and expenses.

“Customer” means each of:

“Customer Acceptance Date” means the date on which “Acceptance” has been provided by the Customer under Customer Service Order 2 in accordance with Schedule 3 (Delivery & Acceptance) of the Customer MSA.

“Customer Contracts” means:

“Customer Deposit” means [***].

[***]

“Customer MSA” means the Master Service Agreement dated [***] entered into between the Company and the Customer.

[***]

“Customer Service Order” means:

“Customer Service Order 1” means Service Order 1 dated [***] between the Company and the Customer, entered into pursuant to the Customer MSA.

“Customer Service Order 2” means Service Order 2 dated [***] between the Company and the Customer, entered into pursuant to the Customer MSA.

“Customer Service Order 3” means Service Order 3 dated [***] between the Company and the Customer, entered into pursuant to the Customer MSA.

“Customer Service Order 4” means Service Order 4 to be entered into between the Company and the Customer, pursuant to the Customer MSA, for [***], as requested by the Customer prior to the date of this Agreement.

“Customer Service Order 5” means Service Order 5 to be entered into between the Company and the Customer, pursuant to the Customer MSA, for [***], as requested by the Customer prior to the date of this Agreement.

“Customer Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, the Company and the Customer in relation to the Customer Contracts.

“Data Protection Laws” means, collectively, all applicable federal, state, provincial, local or foreign Laws, ordinances, regulations, rules, codes, orders, judgments or other legally binding requirements or rules of Law that relate to the collection, handling, possession, processing, sale, transmission or use of personal data or personal information, including, to the extent applicable to the business of Borrower, the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and repealing Directive 95/46/EC), and the Privacy Act 1988 (Cth).

“DC Contracts” means:

“DC MSA” means the Master Services Agreement dated 1 November 2022 between the DC Operator and SAI Aus (as novated from [***] to SAI Aus on or around 21 November 2024), solely as it relates to the DC Service Orders.

“DC Operator” means each of:

“DC Service Orders” means:

“DC Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, each Borrower and the DC Operator in relation to the DC Contracts.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Debt Service Reserve Account” means the interest bearing account held with the Account Bank referred to as the “Debt Service Reserve Account – USD” and established in accordance with Clause 19.8 (Bank accounts).

[***]

“Default” means an Event of Default or a Potential Event of Default.

“Defaulting Finance Party” means any Finance Party (other than a Lender which is a Topco Affiliate):

payment is made within 5 Business Days of its due date; or

“[***]” means [***].

“[***] Purchase Order” means [***].

“Disposal” means a sale, lease, licence, transfer or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the consideration received by any Obligor (including any amount received in repayment of intercompany debt) in relation to any Disposal permitted to be made by an Obligor pursuant to paragraphs (c) (obsolete/redundant assets), (e) (compulsory acquisition) (to the extent not directed to be applied otherwise by the relevant Government Agency) and, to the extent required by the Agent (acting on the instructions of the Majority Lenders) as a condition of its consent, (h) (Agent’s consent) of the definition of Permitted Disposal, in each case, of an asset exceeding [***], after deducting:

“Distribution Account” means the interest bearing account established by the Obligors in accordance with Clause 19.15 (Distribution Account).

“Disqualified Lender” means:

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“DSRA Letter of Credit” has the meaning given to it in Clause 19.11 (Replacement of Debt Service Reserve Account with DSRA Letter of Credit).

“Environment” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or sediment, natural resources such as flora and fauna.

“Environmental Claim” shall mean any and all actions, suits, orders, demand letters, requests for information, claims, complaints, notices of non-compliance or violation, notices of liability or potential liability, liens, proceedings, consent orders or consent agreements, in each instance in writing, relating to any actual or alleged violation of Environmental Law or any Release or threatened Release of, or exposure of any Person to, Hazardous Material.

“Environmental Law” shall mean, collectively, all applicable federal, state, provincial, local or foreign laws, ordinances, regulations, rules, codes, orders, judgments or other legally binding requirements or rules of law that relate to the prevention, abatement or elimination of pollution, or the protection of the Environment, natural resources (including flora and fauna) or, to the extent relating to exposure to Hazardous Materials, human health.

[***]

“Equity Contribution” means:

“Event of Default” means any event or circumstance so described in Clause 20 (Events of Default).

[***]

“Existing Lender” has the meaning given in Clause 22.1 (Assignments and novations by the Lenders).

“Export Control Laws” means applicable laws relating to import, export, re-export or transfer controls, restrictions or requirements formulated, administered or enforced by any government or intergovernmental organization, including Australia, the United States, the European Union, the United Kingdom, and the United Nations, including any implementing rules, regulations, orders and notices issued under those laws, and including:

“Facility” means Facility A or Facility B.

“Facility A” means the bullet term loan facility made available under this Agreement as described in Clause 2.1(a)(i) (The Facilities).

“Facility A Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility A Lender” means:

which in each case has not ceased to be a Facility A Lender in accordance with the terms of this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility A Repayment Date” means the date on which Facility A is repaid in full.

“Facility B” means the bullet term loan facility made available under this Agreement as described in Clause 2.1(a)(ii) (The Facilities).

“Facility B Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility B Lender” means:

which in each case has not ceased to be a Facility B Lender in accordance with the terms of this Agreement.

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Face Value Amount” means, in respect of a DSRA Letter of Credit, the amount shown on the DSRA Letter of Credit as the maximum amount payable under that DSRA Letter of Credit or, if one or more drawings have been made under that DSRA Letter of Credit or the amount which may be demanded under that DSRA Letter of Credit has otherwise been reduced, the maximum amount capable of being drawn under that DSRA Letter of Credit at that time.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will hold its rights and perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters between the Lenders, the Agent and/or the Security Trustee, and the Company setting out any of the fees referred to in Clause 10 (Fees).

“Finance Debt” means any monetary liability or indebtedness for or in respect of:

but excludes any indebtedness in respect of any lease or hire purchase contract which, in accordance with Accounting Principles prior to 1 January 2019 were treated as an operating lease (and for avoidance of doubt, any change to this treatment pursuant to AASB16 applying after 1 January 2019 shall be ignored).

“Finance Document” means:

“Finance Party” means the Security Trustee, the Agent, or a Lender.

“Financial Close” means the date on which all conditions precedent are satisfied (or waived by the Agent on the instructions of all the Lenders) in accordance with Clause 4 (Conditions of Utilisation) and first draw-down under the Facilities occurs.

“Financial Model” means the financial model delivered as a condition precedent to Financial Close as updated from time to time with the consent of the Majority Lenders.

“Financial Statements” means:

together with, in the case of audited financial statements, any notes to those documents and any accompanying reports, statements and declarations.

“Financial Year” means the annual accounting period of the Obligors ending on 31 December in each year (unless otherwise amended as expressly permitted under this Agreement).

“First Calculation Date” means 31 March 2027.

“Funds Flow” means a statement of sources and uses of funds at Financial Close as provided to the Agent in accordance with Clause 4.1 (Initial conditions precedent).

“General Security Deed” means the general security deed dated on or about the date of this Agreement between the Security Trustee and each Original Obligor.

“GPU” means a graphics processing unit.

“GPU Supply Agreements” means:

“GST” has the meaning given in the GST Law.

“GST Law” means the “GST law” as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Government Agency” means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.

“Group Liability” means any tax-related liability set out in section 721-10(2) of the Tax Act.

“Green List” means the list included at Schedule 9 (Green List), as updated from time to time in accordance with Clause 22.4 (Green List).

“Gross LTV Ratio” means, on any date, the percentage equal to the ratio of A:B, where:

A = the aggregate principal amount outstanding of the Loans; and

B = the Server Purchase Price less the Server Depreciated Amount.

“Group Structure Diagram” means a structure diagram showing the structure of the Obligors, Topco and SAI Aus immediately following Financial Close, as amended or updated by delivery of a new diagram to the Agent from time to time in accordance with Clause 4.1 (Initial conditions precedent) and Clause 16.18 (Group Structure Diagram).

“Guarantee” means the guarantee, undertaking and indemnity given under Clause 8 (Guarantee and Indemnity) of the Security Trust Deed.

“Guarantor” means an Original Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 23 (Changes to the Obligors).

“Hazardous Materials” shall mean all pollutants, contaminants, wastes and hazardous or toxic materials or substances, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials or polychlorinated biphenyls, in each case subject to regulation due to their dangerous or deleterious properties or characteristics pursuant to, or which give rise to liability under, any Environmental Law.

“Head Company” means the Head Company (as defined in the Tax Act) of a Consolidated Group.

“Hedge Agreements” means any Treasury Transaction, documented under an ISDA Master Agreement.

“Hedge Counterparty” means each Hedge Counterparty (as defined in the Security Trust Deed).

“Holdco” means each of:

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature wherever imposed (including where applicable, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Indirect Tax Amount” means an “indirect tax amount” as defined in section 444-90(1) of Schedule 1 to the Tax Act.

“Indirect Tax Funding Agreement” means, in respect of a GST group, an indirect tax funding agreement to which the representative member and each member of a GST group is a party and which includes:

“Indirect Tax Sharing Agreement” means, in respect of a GST group, an agreement to which each of the representative member and each member of a GST group is a party and which takes effect as an indirect tax sharing agreement which satisfies the requirements of section 444-90(1A) of Schedule 1 of the Tax Act and complies with the Tax Act and the GST Law and any law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Tax Act and the GST Law.

“Insurance Proceeds” means the proceeds of any insurance claim under any insurance maintained by any Obligor for an amount exceeding the greater of [***], and after deducting:

“Intellectual Property” means any intellectual or industrial property including:

“Intercompany MSA” means the intercompany management services agreement entered into by each Borrower and the Manager.

“Intercompany MSA Tripartite” means the tripartite agreement in relation to the Intercompany MSA dated on or about the date of this Agreement between the Security Trustee, each Borrower and the Manager.

“Interest Payment Date” has the meaning given in Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest Rate” means, subject to Clause 8.4 (Interest Rate Increase):

“IPLA” means the intellectual property licence agreement entered into by each Borrower (as licensee) and SAI Aus (as licensor).

“IPLA Tripartite” means the tripartite agreement in relation to the IPLA dated on or before the first Utilisation Date between the Security Trustee, each Borrower (as licensee) and SAI Aus (as licensor).

“Lender” means:

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“Loan” means a Facility A Loan or a Facility B Loan.

“LTM” means last twelve months.

“Majority Lenders” means, at the relevant time:

Where a Lender’s Commitment has been reduced to zero, but it has an outstanding participation in any outstanding Utilisations, then for this purpose its Commitment will be taken to be the aggregate amount of its participation.

“Manager” means the Manager under the Intercompany MSA from time to time, being SAI Aus as at the date of this Agreement.

“Material Adverse Effect” means a material adverse effect on:

“Material Contract” means each of:

“Material Event of Default” means an Event of Default under Clause 20.1 (Non-payment), Clause 20.6 (Insolvency Event), Clause 20.7 (Insolvency Proceedings) or Clause 20.8 (Creditor’s process).

“Maturity Date” means, in relation to each Facility, the date falling 42 Months from the Utilisation Date.

“Mezzanine Facility” means any mezzanine facility provided to any direct or indirect Holding Company of Holdco.

“Mezzanine Lender” means any lender that provides a Mezzanine Facility.

“Minimum DSRA Balance” means an amount equal to the interest payable by the Borrowers under Clause 8 (Interest) for the following 3 month period.

“Monitoring Agent” has the meaning given in Clause 19.17 (Monitoring Agent).

“Monitoring Agent Investigation” has the meaning given in Clause 19.17(e) (Monitoring Agent).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“New Lender” has the meaning given to that term in Clause 22 (Changes to the Lenders).

“Monthly Service Levels” means, in respect of any Customer Service Order, the Monthly Uptime calculated in accordance with Schedule 2 (Service Levels and Service Level Credits) of the Customer MSA.

“Non-Consenting Lender” has the meaning given to that term in Clause 22.8 (Lender substitution).

“Obligor” means a Borrower, or a Guarantor.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 1.6 (Obligors’ Agent).

“Offshore Associate” means an Associate:

and, in either case, which does not:

“Operating Account” means each of the interest bearing accounts, in the relevant currency of payment, held with the Account Bank referred to as:

established in accordance with Clause 19.8 (Bank accounts).

“Operating Expenses” means, for a period, the aggregated operating costs and expenses of the Borrowers and their other administrative, management and overhead costs and expenses, including:

“Operating Expense Projection” means, for a Sweep Period, the amount of Operating Expenses which the Company reasonably projects to be payable within [***] of the relevant Sweep Payment Date as set out in the Financial Model.

“Original Facility A Lender” means each entity listed in Schedule 2 (The Original Lenders) as having a Facility A Commitment.

“Original Facility B Lender” means each entity listed in Schedule 2 (The Original Lenders) as having a Facility B Commitment.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Other Proceeds” means the Customer Deposit, Equity Contributions, all Disposal Proceeds, Insurance Proceeds, termination payments received under the Customer Contract, and any other Cash that is not Available Cash.

“Party” means a party to this Agreement.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal:

“Permitted Distribution” means any distribution of cash or assets:

“Permitted Finance Debt” means Finance Debt:

“Permitted Guarantee” means:

“Permitted Loan” means:

“Permitted Security” means:

“Potential Event of Default” means any event or circumstance specified as an Event of Default which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default.

“Pre-Acceptance Guarantee” means the Guarantee Deed Poll dated on or about the date of this Agreement between Topco (as guarantor) and the Security Trustee.

“Prepayment Account” means each of the interest bearing accounts in the relevant currency of payment held with the Account Bank referred to as “Prepayment Account - AUD” and “Prepayment Account - USD” in the name of the Company, established in accordance with Clause 19.8 (Bank accounts).

“PPSA” means the Personal Property Securities Act 2009 (Cth).

“PPS Regulations” means regulations made at any time under the PPSA.

“PPSR” means the register established under the PPSA.

“Prohibited Person” means any person:

“Project” means the acquisition and installation at the [***] and [***] of the Servers as contemplated by the Material Contracts, their operation and maintenance, and the provision of Services.

“Quarter Period” means each three month period ending on a Calculation Date.

“Receiver” includes a receiver or receiver and manager.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or through the Environment.

“Relevant Market” means in relation to Australian dollars, the Australian interbank market for bank accepted bills and negotiable certificates of deposits.

“Repeating Representations” means each of the representations set out in Clause 16 (Representations) except those in Clause 16.9(a) (No Default), Clause 16.13 (No proceedings pending or threatened), Clause 16.18 (Group Structure Diagram), Clause 16.19 (Sanctions), 16.20 (Anti-Bribery and Anti-Money Laundering), Clause 16.21 (Export Controls), Clause 16.23 (Data Protection and Cyber Security) and Clause 16.24 (End Use by Customer).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required Insurance” means insurance:

“Required Rating” means a long-term credit rating of at least:

“Reservations” means:

“Retained Excess Cashflow” means any Cash that the Obligors retain after the application of the mandatory prepayment of Excess Cashflow in accordance with Clause 7.6(a)(i) (Excess Cashflow sweep) and which has not been spent or used by an Obligor.

“Restricted Party” means a person, entity or party, or a person, entity or party owned or controlled (directly or indirectly) by a person, entity or party that is:

“Review Event” has the meaning given to that term in Clause 21.1 (Review Event).

“Review Period” has the meaning given to that term in Clause 21.1 (Review Event).

“SAI Aus” means SharonAI Pty Ltd (ACN 645 215 194).

“Sanctions” means any applicable trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority from time to time.

“Sanctions Authority” means:

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT or any similar list of specifically designated persons, entities (or equivalent) or countries maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Secured Property” means all of the assets of the Obligors which from time to time are the subject of the Transaction Security.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement, notice or arrangement having a similar effect, including any “security interest” as defined in sections 12(1) or (2) of the PPSA, but does not include any “security interest” which is deemed to be a security interest only by virtue of section 12(3) of the PPSA if the security interest does not secure payment or performance of an obligation.

“Security Trust” means the trust established by the Security Trust Deed.

“Security Trust Deed” means the document entitled “Security Trust Deed” dated on or about the date of this Agreement between the Company, the Security Trustee and others.

“Server” means, in respect of a Borrower, all [***] servers and [***] servers, CPUs, GPUs, networking and/or storage ancillary equipment and all related infrastructure, hardware and equipment owned or to be owned by the Borrower and used to provide the services under or in connection with the Customer Contract.

“Server Depreciated Amount” means, on any date, the depreciated amount of the Servers, depreciated over a [***] period on a straight-line basis, as set out in Part I of Schedule 7 (Servers Depreciation Schedule).

“Server Purchase Price” means, on any date, the aggregate of all amounts paid by or on behalf of the Borrowers for the Servers, as set out in Part II of Schedule 7 (Servers Depreciation Schedule).

“Services” means, as of any date of determination, the infrastructure-as-a-service, platform-as-a-service, GPU-as-a-service products (including the web portal and subdomains), services (such as support and service level commitments) and solutions to be provided by the Borrowers to the Customer and the Customer’s end users.

“Shareholder Subordinated Debt” means any amounts owing by any Holdco to any shareholder of that Holdco (or any Affiliate of that shareholder) which is subordinated to the Facilities and other liabilities under the Finance Documents pursuant to a Subordination Deed.

“[***] Title Deed” means:

“Specified Time” means a day or time determined in accordance with Schedule 8 (Timetables).

“Subordination Deed” means:

“Subsidiary”:

“Supplier” means:

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) or the Taxation Administration Act 1953 (Cth), as the context requires.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Funding Agreement” means a tax funding agreement between the members of a Consolidated Group which may be contained in the same document as the Tax Sharing Agreement and which includes:

“Tax Sharing Agreement” means any agreement which satisfies the requirements in section 721–25 of the Tax Act and any law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Tax Act for being a valid tax sharing agreement to which all members of the Consolidated Group are a party and which covers all of the Group Liabilities of the Consolidated Group.

“Topco” means Sharon AI Holdings Inc.

“Topco Affiliate” means Topco and each Affiliate of Topco.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being US$356,000,000 equivalent at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being US$150,000,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being US$206,000,000 at the date of this Agreement.

“Transaction Documents” means:

“Transaction Security” means the Security created or expressed to be created in favour of, or held for the benefit of, the Security Trustee pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to a transfer, the later of:

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Tripartite Agreements” means:

“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, interim or provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment not be disclosed.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” means the United States of America.

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means in relation to a Loan, a notice substantially in the form set out in Part I of Schedule 4 (Requests).

“Verification Certificate” means a certificate substantially in the form set out in Part III of Schedule 3 (Conditions Precedent), or such other form as agreed between the Company and the Agent (acting on the instructions of the Majority Lenders).

“Warranties” means, in relation to the Servers, all warranties, guarantees and service or maintenance agreements and dealers’, manufacturers’ and sub-contractors’ warranties in existence now or at any time between the Borrowers and the Supplier or any other person in relation to the manufacture, maintenance or delivery of any item comprising the Servers.

“[***] Contracts” means

“[***] MPA” means the master purchase agreement dated 1 December 2025 entered into between [***] and SAI Aus solely as it relates to the Servers or the Services.

“[***] Purchase Order” means each purchase order entered into under the [***] MPA in relation to the Servers or the Services.

“[***] SOW” means [***].

“[***] Tripartite” means the tripartite agreement dated on or about the date of this Agreement between the Security Trustee, SAI Aus, the Borrowers and [***] in relation to the [***] Contracts.

“US$”, “USD” and “United States dollars” denote the lawful currency of United States of America.

The Parties agree that the Banking Code of Practice does not apply to the Finance Documents and the transactions under them.

If solely as a result of a change in Accounting Principles, the Obligors do not comply with the Financial Covenant or, if the Financial Covenant is no longer appropriate, the Company and the Lenders will negotiate in good faith to make amendments to the Financial Covenant which take into account the changes to the accounts of the Obligors resulting from the change in Accounting Principles so as to maintain the same headroom that existed prior to such change. Prior to reaching agreement the Financial Covenant will be tested on the same basis as tested prior to the change.

and, in each case, the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Clause 1.8 (Security Trustee limitation of liability to non-Beneficiaries) of the Security Trust Deed applies to this Agreement as if set out in full (but as if all references in that Clause to “this Agreement” or “this deed” were references to “this Agreement”).

Each certificate or notice given under or in connection with this Agreement is on the basis that the director or officer signing does not have any personal liability for the certificate or notice and that the certificate or notice is given on behalf of the relevant Obligor and not the director or officer personally.

The Borrower will not be in default if a breach of an undertaking in Clause 19.3 (Negative Undertakings) has occurred solely as a result of changes in the exchange rate or occurring after the time the relevant Obligor has incurred the relevant disposal, acquisition, investment, distribution, financial accommodation, Security, Finance Debt, guarantee or other relevant action.

Any limitation of liability conforming to the requirements of Schedule 5 (Form of Transfer Certificate) contained in a Transfer Certificate signed by a Lender which is a trustee of a fund will apply in respect of that Lender as if incorporated in this Agreement.

SECTION 2

THE FACILITIES

Each Borrower shall apply all amounts received by it under each Facility towards financing or refinancing (as applicable):

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with Clauses 5.4 (Lenders’ participation) if on or before the proposed first Utilisation Date, the Agent has received all of the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Agent (acting on the instructions of all of the Original Lenders). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

No more than the number of Loans specified below shall be outstanding at any time under the applicable Facility:

SECTION 3

UTILISATION

A Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

The currency specified in a Utilisation Request for a proposed Utilisation under each Facility must be US dollars.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

If, in any applicable jurisdiction, it is or becomes unlawful (or impossible as a result of a change in law or regulation) for any Lender (or an Affiliate of that Lender) after the date on which the Lender or Affiliate becomes a Party hereto to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation:

The Company may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior irrevocable notice, cancel the whole or any part (if in part, being a minimum amount and multiples of US$1,000,000) of an Available Facility. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under that Facility.

The amount of mandatory prepayment under this Clause 7.6(a)(i) (Excess Cashflow sweep) for a Sweep Period will be reduced by any voluntary prepayment (where the voluntary prepayment is accompanied by a contemporaneous and equal permanent reduction in the Commitment in respect to the Facility that has been repaid) made between the end of that Sweep Period and the due date of payment of the Excess Cashflow for that Sweep Period (“Subsequent Voluntary Prepayment”).

To the extent that any Subsequent Voluntary Prepayment is used in a Sweep Period to reduce a mandatory prepayment in respect of the previous Sweep Period, that Subsequent Voluntary Prepayment must not be used to reduce any other amount (whether mandatory prepayment amount or otherwise) in that Sweep Period or any subsequent Sweep Period.

Excess Cashflow which is not required to be applied as a Mandatory Prepayment may be applied, at the Borrower’s discretion, towards any other purpose not prohibited by the Finance Documents.

SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the applicable Interest Rate.

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (“Interest Payment Date”) and when the Loan is repaid or prepaid.

Without prejudice to the Majority Lender’s rights under Clause 20.16 (Acceleration):

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

The Company shall pay to (or cause to be paid to) the Agent (for the account of each Original Lender) or to each Original Lender an upfront fee in the amount and at the times agreed in a Fee Letter.

the Borrowers shall pay to the Agent (for the account of the Facility B Lenders) a prepayment fee equal to the Make Whole Amount on the date of such prepayment.

For the purposes of this Clause:

“Make Whole Amount” means an amount equal to the net present value (calculated by applying a discount rate equal to [***]) on the prepayment date of all interest which would otherwise have been payable on the Prepayment Amount for the balance of the Make Whole Period had the prepayment not occurred.

“Make Whole Period” means the period from the Utilisation Date under this Agreement to but excluding the date that is 18 months after that Utilisation Date.

“Prepayment Amount” means the principal amount of Facility B prepaid as described under paragraph (a).

All fees payable under this Clause 10 (Fees) are non-refundable unless otherwise agreed by the Agent (acting on the instructions of all the Lenders entitled to such fees).

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

In this Clause 11:

“Protected Party” means a Finance Party which is or will be, subject to any liability or required to make any payment or deduction for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Payment” means the payment of an additional amount by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up - payments by Obligors), or a payment under Clause 11.3 (Tax indemnity).