Hut 8 Corp.

Current report (Form 8-K) · Jun 10, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

HUT

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 10, 2026

Overview Analysis Documents(7)Full text Exhibits(1)

Type

EX-4.1

File

tm2617190d1_ex4-1.htm

Document text
EX-4.1 · tm2617190d1_ex4-1.htm EX-4.1 2 tm2617190d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version BEACON POINT DC LLC, as Issuer 6.129% SENIOR SECURED NOTES DUE 2042 INDENTURE Dated as of June 9, 2026 BEACON POINT HOLDING LLC, as HoldCo, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 31 Section 1.03 Rules of Construction 31 Section 1.04 Certain Compliance Calculations 32 Article 2 THE NOTES 33 Section 2.01 Form and Dating 33 Section 2.02 Execution and Authentication 34 Section 2.03 Registrar and Paying Agent 34 Section 2.04 Paying Agent to Hold Money in Trust 35 Section 2.05 Holder Lists 35 Section 2.06 Transfer and Exchange 35 Section 2.07 Additional Notes 46 Section 2.08 Replacement Notes 46 Section 2.09 Outstanding Notes 47 Section 2.10 Treasury Notes 47 Section 2.11 Temporary Notes 47 Section 2.12 Cancellation 47 Section 2.13 CUSIP / ISIN Numbers 47 Article 3 REDEMPTION AND PREPAYMENT 48 Section 3.01 Notices to Trustee 48 Section 3.02 Selection of Notes to Be Redeemed 48 Section 3.03 Notice of Redemption 48 Section 3.04 Effect of Notice of Redemption 49 Section 3.05 Deposit of Redemption Price 49 Section 3.06 Notes Redeemed in Part 49 Section 3.07 Calculation of Redemption Price 50 Section 3.08 Optional Redemption 50 Section 3.09 Mandatory Prepayment; Open Market Purchases 51 Section 3.10 Data Center Termination Fee Offer 51 Section 3.11 Underbudget Amount Offer 52 Article 4 COVENANTS 53 Section 4.01 Payment of Notes 53 Section 4.02 Maintenance of Office or Agency 53 Section 4.03 Compliance Certificate 53 Section 4.04 Limitation on Debt 53 Section 4.05 Limitation on Restricted Payments 59 Section 4.06 Limitation on Liens 61 Section 4.07 [Reserved] 61 Section 4.08 [Reserved] 61 Section 4.09 Reports 61 Section 4.10 [Reserved] 63 Section 4.11 Offer to Repurchase Upon a Change of Control 63 Section 4.12 [Reserved] 64 Section 4.13 Asset Sales and Casualty Events 64 Section 4.14 [Reserved] 67 Section 4.15 [Reserved] 67 Section 4.16 [Reserved] 67 Section 4.17 Partnerships; Formation of Subsidiaries 67 Section 4.18 Transactions with Affiliates 67 Section 4.19 Special Purpose Entity 70 Section 4.20 HoldCo Negative Covenant 72 Section 4.21 No Modification of Data Center Lease or Organizational Documents 72 Section 4.22 Debt Service Reserve Account 73 Section 4.23 Project Accounts; Cash Waterfall 73 Article 5 MERGERS AND CONSOLIDATIONS 75 Section 5.01 Issuer 75 Section 5.02 [Reserved] 76 Section 5.03 Application 76 Section 5.04 Substitution 76 Article 6 DEFAULTS AND REMEDIES 76 Section 6.01 Events of Default 76 Section 6.02 Acceleration 78 Section 6.03 Waiver of Past Defaults 79 Section 6.04 Control by Majority 80 Section 6.05 Limitations on Suits 80 Section 6.06 Collection Suit by Trustee 80 Section 6.07 Priorities 80 Section 6.08 Trustee May File Proofs of Claim 81 Section 6.09 Holder Representation 81 Article 7 TRUSTEE AND COLLATERAL AGENT 81 Section 7.01 Duties of Trustee and Collateral Agent 81 Section 7.02 Rights of Trustee and Collateral Agent 82 Section 7.03 Individual Rights of Trustee and Collateral Agent 85 Section 7.04 Trustee’s and Collateral Agent’s Disclaimer 85 Section 7.05 Notice of Defaults 85 Section 7.06 Compensation and Indemnity 85 Section 7.07 Replacement of Trustee or Collateral Agent 86 Section 7.08 Successor Trustee or Collateral Agent by Merger, etc 87 Section 7.09 Eligibility; Disqualification 87 Section 7.10 Intercreditor Agreement 88 Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 88 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 88 Section 8.02 Legal Defeasance 88 Section 8.03 Covenant Defeasance 88 Section 8.04 Conditions to Legal or Covenant Defeasance 89 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions 90 Section 8.06 Repayment to the Issuer 90 Section 8.07 Reinstatement 90 Article 9 AMENDMENT, SUPPLEMENT AND WAIVER 91 Section 9.01 Without Consent of Holders of Notes 91 Section 9.02 With Consent of Holders of Notes 92 Section 9.03 Effect of Consents 93 Section 9.04 Notation on or Exchange of Notes 93 Section 9.05 Trustee to Sign Amendments, etc 93 Article 10 SATISFACTION AND DISCHARGE 94 Section 10.01 Satisfaction and Discharge 94 Section 10.02 Application of Trust Money 95 Article 11 [RESERVED] 95 Article 12 COLLATERAL AND SECURITY 95 Section 12.01 Grant of Security Interest 95 Section 12.02 Further Assurances; Liens on Additional Property 95 Section 12.03 Exclusion of Excess Property 96 Section 12.04 Release and Subordination of Collateral 97 Section 12.05 Release and Subordination Documentation 98 Section 12.06 [Reserved] 98 Section 12.07 Purchaser Protected 98 Section 12.08 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents 98 Section 12.09 Powers Exercisable by Receiver or Trustee 98 Section 12.10 Real Estate Deliverables 98 Article 13 MISCELLANEOUS 99 Section 13.01 Notices 99 Section 13.02 Certificate and Opinion as to Conditions Precedent 100 Section 13.03 Statements Required in Certificate or Opinion 101 Section 13.04 Rules by Trustee and Agents 101 Section 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders 101 Section 13.06 Governing Law 101 Section 13.07 Waiver of Immunity 102 Section 13.08 Waiver of Jury Trials 102 Section 13.09 No Adverse Interpretation of Other Agreements 102 Section 13.10 Successors 102 Section 13.11 USA Patriot Act 102 Section 13.12 Severability 102 Section 13.13 Counterpart Originals 102 Section 13.14 Table of Contents, Headings, etc. 103 Section 13.15 Legal Holidays 103 Article 14 PRINCIPAL AMORTIZATION 103 Section 14.01 Principal Amortization 103 Section 14.02 Payment Schedule 103 Section 14.03 Modifications to Amortization Payments 104 Section 14.04 Payment of Installments 104 Section 14.05 Deposit of Installment 105 Section 14.06 Notes Repaid in Part 105 EXHIBITS Exhibit A Form of Note Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange Exhibit D Form of First Lien Intercreditor Agreement INDENTURE, dated as of June 9, 2026, among Beacon Point DC LLC, a Delaware limited liability company (the “ Issuer ”), Beacon Point Holding LLC, a Delaware limited liability company (“ HoldCo ”), and Wilmington Trust, National Association, as trustee and collateral agent. Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Notes (as defined below) issued pursuant to this Indenture: Article 1 DEFINITIONS Section 1.01            Definitions . “ 144A Global Note ” means a Global Note substantially in the form of Exhibit A hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. “ Acceptable Intercreditor Agreement ” means the First Lien Intercreditor Agreement, a Market Intercreditor Agreement or another customary intercreditor agreement as determined in good faith by the Issuer that is reasonably satisfactory to the Collateral Agent (which may, if applicable, consist of a collateral proceeds “waterfall” or, in the case of payment of Subordinated Debt, a payment “waterfall”), including any amendments, restatements, supplements or replacements thereof. “ Additional Notes ” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.07 hereof. “ Adjacent Property ” means any Property that does not consist of the Premises (as defined in the Data Center Lease), including any improvements thereon. “ Affiliate ” means, with respect to a specified Person, another Person directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise. “ Agent ” means, individually or collectively, as the context requires, the Collateral Agent and/or the Trustee. “ Amortization Commencement Date ” means May 30, 2030. “ Applicable Law ” means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject. “ Applicable Procedures ” means, with respect to a Depository, as to any matter at any time, the policies and procedures of such Depository, if any, that apply to such matter at such time. “ Applicable Rating ” means the lower of (1) the first rating of the Notes issued by the applicable Rating Agency within sixty (60) days following the Issue Date and (2) the applicable rating of the Notes at the time of a public announcement by the Issuer or by any of its Affiliates of a Change of Control. “ Asset Sale ” means a sale, lease (as lessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other disposition to, or any exchange of Property with, any Person, in one transaction or a series of transactions, of all or any part of any of the Properties of the Issuer, whether now owned or hereafter acquired, leased or licensed; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer will be governed by Article 5 and any transaction constituting a Change of Control will be governed by Section 4.11 and not by Section 4.13 . Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: (1) [reserved]; (2) dispositions in the ordinary course of its business as determined by the Issuer in good faith; (3) sales, leases, licenses or subleases, transfers or other dispositions of real or personal Property of the Issuer (A) in each case, the Net Cash Proceeds of which does not exceed $50.0 million in the aggregate in any Fiscal Year, (B) that are obsolete, damaged, worn out, surplus or not used or useful in any material respect in the business of the Issuer in connection with the ownership, operation or maintenance of the Project, including the lapse or expiration of Intellectual Property at the end of their respective statutory terms and abandonment of Intellectual Property that is not material to the business of the Issuer or the ownership, operation or maintenance of the Project, or (C) the consideration of which does not exceed $50.0 million; (4) to the extent constituting a sale, lease transfer, assignment, conveyance, exchange or other disposition, upon any equipment failure, the replacement of such failed equipment with comparable or functionally equivalent equipment; (5) the liquidation, sale or use of Cash and Cash Equivalents or obsolete, damaged, unnecessary, unsuitable or worn out property or equipment or other assets in the ordinary course of business or any disposition of inventory, immaterial assets or goods (or other assets), property or equipment held for sale or no longer used or useful, or economically practicable to maintain, in the conduct of the business of the Issuer; (6) sales or discounts without recourse (other than customary representations and warranties) of accounts receivable in connection with the compromise, collection or other disposition thereof; (7) foreclosure, condemnation, expropriation, forced disposition or other transfers of condemned property as a result of the exercise of “eminent domain” (or other similar policies and condemnation proceedings) to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (or similar casualty loss proceedings); (8) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not, in the aggregate, materially interfere with the business of the Issuer or the ownership, operation or maintenance of the Project as determined by the Issuer in good faith; (9) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind; (10) any disposition, issuance or sale in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.05 , Section 4.18 or any Permitted Investment; (11) [reserved]; (12) the expiration of any option agreement with respect to real or personal property; (13) dispositions of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other financial institutions in the ordinary course of business in exchange for Cash and/or Cash Equivalents; (14) the granting of easements or other interests in real property related to the Project to other Persons so long as such grant is in the ordinary course of business, would constitute a Permitted Lien or would not reasonably be expected to materially detract from the value or use of the affected property or to interfere in any material respect with the Issuer’s ability to construct or operate the Project, sell or distribute power therefrom or perform any material obligation under any Project Document; 2 (15) dispositions of Excluded Property; (16) [reserved]; (17) any lease, license or sublease, sale, assignment, conveyance, transfer or other disposition of Excess Property; (18) [reserved]; (19) to the extent constituting an Asset Sale, the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement or any Commercial Property Association Arrangement in connection with a Commercial Property Association Document; (20) (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (21) the licensing, sub-licensing or cross-licensing of intellectual property or other general intangibles in the ordinary course of business or that is immaterial or in connection with Shared Facilities Arrangements or in connection with Commercial Property Association Arrangements; (22) any disposition of non-revenue producing assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Issuer to such Person; (23) any financing transaction with respect to Property constructed, acquired, leased, renewed, relocated, expanded, replaced, repaired, maintained, upgraded or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Issuer after the Issue Date; (24) the unwinding of any Cash Management Obligations or Hedging Obligations; (25) any Tax Saving Transactions; and (26) any sale of Property if such Property constituted, or the acquisition of such Property was funded by, one or several equity contributions to the Issuer after the Issue Date. In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a Permitted Investment or an Investment permitted under Section 4.05 , the Issuer, in its sole discretion, shall be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section 4.05 . “ Authorized Officer ” means, with respect to (i) delivering an Officer’s Certificate pursuant to this Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, the chief legal officer, the general counsel, the principal accounting officer, the managing director or any other person of the Issuer having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with this Indenture, the chief executive officer, the chief financial officer, the treasurer, any assistant treasurer, the chief legal officer, the general counsel or a responsible financial or accounting officer of the Issuer. 3 “ Available Retained Excess Cash Flow Amount ” means, on any date of determination, the aggregate amounts remaining after the funds in the Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(f) . “ Bankruptcy Code ” means Title 11 of the United States Code entitled “ Bankruptcy ”, as now and hereafter in effect, or any successor statute. “ Bankruptcy Law ” means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law. “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as of the Issue Date. The terms “ Beneficially Owns ”, “ Beneficially Owned ” and “ Beneficial Ownership ” have a corresponding meaning. “ Board of Directors ” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof (or, if applicable, the board of directors of the limited liability company or any committee thereof duly authorized to act on behalf of such board); and (4) with respect to any other Person, the board or committee of such Person serving a similar function. “ Buildings ” means each of the buildings to be constructed on the Project Site pursuant to the terms of the Data Center Lease. “ Business Day ” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York or place of payment of the Notes are authorized or required by law or other governmental action to close. “ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing. “ Cash ” means money, currency or a credit balance in any demand account or Deposit Account. “ Cash Equivalents ” means any of the following: (a) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case maturing within one (1) year from the date of acquisition thereof; (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA- or higher from S&P or Fitch or Aa3 or higher from Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P, Fitch or Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (d) demand deposits, time deposits, certificates of deposit, banker’s acceptances and time deposits maturing within two hundred seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts or deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America, any State thereof, any country that is a member of the OECD or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than $500,000,000; (e) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in the foregoing clauses (a) and (b) and entered into with a financial institution satisfying the criteria of the foregoing clause (d); (f) securities issued by any entity that have a rating of AA+ from S&P or Fitch or Aa1 from Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (g) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s, Fitch or S&P, respectively (or, if at any time neither Moody’s, Fitch nor S&P shall be rating such obligations, an equivalent rating from another rating agency); and (h) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, substantially all of whose assets are invested in investments of the type described in the foregoing clauses (a) through (f). 4 “ Cash Management Obligations ” means (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer, treasury services and cash management services, including controlled disbursement services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds). “ Casualty Event ” means a casualty event that causes all or a material portion of the Project or the Project Site to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other than (a) ordinary use and wear and tear or (b) any Event of Eminent Domain, as determined by the Issuer in good faith. “ Change of Control ” means the occurrence of any of the following: (a) prior to the Initial Commencement Date, the consummation of any transaction as a result of which the Issuer becomes aware that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than a Permitted Holder) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock of Parent representing more than fifty percent (50%) on a fully diluted basis of the aggregate voting power represented by the issued and outstanding Capital Stock of Parent; or (b) the consummation of any transaction as a result of which either (x) prior to the Initial Commencement Date, neither Parent nor any of its Affiliates has, or (y) on or after the Initial Commencement Date, neither Parent, nor any of its Affiliates nor any Qualified Operator has, primary operational control, directly or indirectly, with respect to the management or operation of the Project Site. Notwithstanding the foregoing, a transaction in which the Parent becomes a subsidiary of another Person (such Person, the “New Parent”) shall not constitute a Change of Control if immediately following the consummation of such transaction, no person, other than a Permitted Holder, the New Parent or any subsidiary of the New Parent, beneficially owns, directly or indirectly through one or more intermediaries, Capital Stock of Parent representing more than 50% on a fully diluted basis of the aggregate voting power represented by the issued and outstanding Capital Stock of Parent. Notwithstanding anything to the contrary in this definition or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Capital Stock (x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Capital Stock in connection with the transactions contemplated by such agreement or (y) solely as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding voting stock of Parent owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as a result of its ownership of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns more than 50% of the total voting power of the Capital Stock of such Person’s parent and (iv) the right to acquire Capital Stock (so long as such Person does not have the right to direct the voting of the Capital Stock subject to such right) or any veto power in connection with the acquisition or disposition of Capital Stock will not cause a party to be a beneficial owner. 5 “ Change of Control Trigger Event ” means the occurrence of both a Change of Control and a Ratings Decline. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Collateral ” means all assets securing or purporting to secure the Notes, including (a) any Equity Interests of the Issuer, (b) all Property of the Issuer, now owned or hereafter acquired by the Issuer, and (c) the Project Accounts; provided that Excluded Property and the Adjacent Property shall not constitute Collateral. “ Collateral Agent ” means Wilmington Trust, National Association, in its capacity as collateral agent as appointed pursuant to this Indenture and any of its successors in such capacity. “ Collateral Documents ” means the Security Agreement (and any agreement entered into, or required to be delivered, by the Issuer, as applicable, pursuant to the terms of the Security Agreement in order to perfect the Lien created on any Property pursuant thereto), the HoldCo Pledge Agreement, the Mortgages, any account control agreement with any bank in respect of the Project Accounts and any other Deposit Account (other than Excluded Accounts) and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Notes Secured Parties to secure the obligations and liabilities of the Issuer under any Notes Document. “ Commencement Date ” means the “Commencement Date” as defined in the Data Center Lease in respect of all Critical Power Phases (as defined in the Data Center Lease). “ Commercial Property Association ” means any property that is the subject of any Commercial Property Association Arrangement. “ Commercial Property Association Arrangement ” means any Commercial Property Association arrangement, including any formation or subdivision thereof, that is the subject of any Commercial Property Association Document. “ Commercial Property Association Documents ” means any declaration, related by-laws or other Organizational Documents and any and all other documents and agreements binding upon, governing or otherwise pertaining to any commercial property association, as may be amended, supplemented, replaced, or modified from time to time; provided that each such Commercial Property Association Document satisfies the following conditions (as determined by the Issuer in good faith and delivery of a compliance certificate to the Trustee by the Issuer to that effect): (a) the sharing of any assets, real estate interests or other property does not materially and adversely impact the Issuer’s ability to perform its obligations under the Notes Documents; (b) no Default or Event of Default shall occur or would exist after giving effect thereto; and (c) entry into such agreement would not reasonably be expected to have a Material Adverse Effect. “ Company Order ” means a written order signed in the name of the Issuer by one Authorized Officer. “ Construction Period ” means, with respect to the Project, the period from the Issue Date until the date on which the “Commencement Date” (as defined in the Data Center Lease) has been achieved in respect of all Critical Power Phases (as defined in the Data Center Lease). “ Contractual Obligations ” means, as applied to any Person, any provision of any Capital Stock issued by such Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which such Person is a party or by which it or any of its Properties is bound. 6 “ Corporate Trust Office of the Trustee ” will be at the address of the Trustee specified in Section 13.01 hereof or such other address as to which the Trustee may give notice to the Issuer. “ Credit Facility ” means, with respect to the Issuer, one or more debt facilities, indentures or other arrangements (including commercial paper facilities and overdraft facilities) providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks, institutions, investors or other similar entities and whether provided under one or more credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Debt incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (3) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof. “ Creditworthy Transferee ” means a Person that has, or is guaranteed by an entity with, (i) a minimum credit rating (or its equivalent private rating for non-public entities) from S&P or Fitch of at least AA- with “stable” ratings outlook or Moody’s of Aa2 with “stable” ratings outlook, provided that (A) if the respective credit ratings issued by the Rating Agencies differ by one level, then the higher credit rating shall apply; (B) if the respective credit ratings issued by the Rating Agencies differ by more than one level, then the credit rating that is one level lower than the highest of such credit ratings shall apply; and (C) if the Creditworthy Transferee has only one credit rating, then a credit rating that is one level lower than that of such rating shall apply; and (ii) a tangible net worth equal to or greater than $25.0 billion. “ Custodian ” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. “ Data Center Campus ” means that certain data center campus that contains the Project Site. “ Data Center Lease ” means the lease agreement dated March 12, 2026, between the Issuer, as landlord, and the Tenant, as amended by the first amendment to data center lease agreement dated April 29, 2026, and as may be further amended, supplemented, replaced (including by any Qualifying Data Center Lease or any novation of the Data Center Lease) or modified from time to time. “ Data Center Lease Termination Fee ” means any termination fee payable by the Tenant to the Issuer upon a Data Center Lease Termination Event pursuant to the Data Center Lease, as applicable. “ Data Center Project ” means any data center project, including any projects that are related, ancillary, incidental or complementary to any data center project, including (without limitation) any projects related to power generation assets or infrastructure. 7 “ Debt ” as applied to any Person, means, without duplication, (a) all obligations of such Person for borrowed money; (b) that portion of obligations with respect to Finance Lease Obligations that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) all obligations of such Person evidenced by notes, bonds, debentures, drafts or other similar instruments representing extensions of credit whether or not representing obligations for borrowed money; (d) all obligations of such Person in respect of the deferred purchase price of property (excluding (i) trade payables, (ii) expenses accrued in the ordinary course of business and (iii) obligations resulting from take-or-pay contracts entered into in the ordinary course of business) which purchase price is due more than six (6) months after the date of placing such property in service or taking delivery of title thereto; (e) all Debt of others secured by any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed; provided that the amount of such Debt will be the lesser of (i) the Fair Market Value of such asset as determined by such Person in good faith on the date of determination and (ii) the amount of such Debt of other Persons; (f) the face amount of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings; and (g) the net mark-to-market exposure of such Person in respect of any exchange traded or over the counter derivative transaction; provided that in no event shall (A) deferred compensation arrangements, (B) non-compete or consulting obligations, (C) earn out obligations until such obligations are earned or mature in accordance with GAAP, (D) asset retirement obligations, (E) any obligations of the Issuer that arise from the payment of funds to the Issuer pursuant to the terms of any Project Documents (F) working capital or other adjustments to purchase price or indemnification obligations under purchase agreements (except to the extent that the amount payable is, or becomes, reasonably determinable and would be reflected on a balance sheet in accordance with GAAP), (G) any Debt the proceeds of which are held in escrow (but only prior to the release of such proceeds from escrow) and (H) Cash Management Obligations, in each case of the foregoing clauses (A) through (H), constitute Debt of a Person. “ Debt Service ” means, for any period, the sum of any of the following amounts that are payable in cash (without duplication) (a) all scheduled principal payable (including Installments) during such period in respect of any senior secured or unsecured debt facility, including the Notes and (b) the amount of interest expense in respect of any senior secured or unsecured debt facility, including the Notes. “ Debt Service Coverage Ratio ” means, as of any date, the ratio of (i) the Issuer’s estimated Net Operating Income for the next four (4) Fiscal Quarters (as calculated by the Issuer in good faith) to (ii) the Debt Service required in respect of the Notes during such period (after giving effect to any repayments, repurchases or other redemptions of the Notes estimated during such period). “ Debt Service Reserve Required Amount ” means the sum of: (1) on the Issue Date and each Payment Date thereafter that occurs during the Construction Period, an amount equal to the sum of: (i) $481,892,625 (which represents the estimated accrued interest in respect of the Notes during the Construction Period), minus the amount of interest that has been paid in respect of the Notes since the Issue Date and on or prior to such Payment Date, (ii) 50% of the amount of scheduled interest due on the next Payment Date and (iii) 50% of the Installment due on the Amortization Commencement Date; and (2) on each Payment Date that occurs after the Construction Period, an amount equal to the sum of: (i) 50% of the amount of scheduled interest due on the next Payment Date and (ii) 50% of the Installment due on the next Payment Date. “ Default ” means any Event of Default or a condition or event that, after notice or lapse of time or both, would constitute an Event of Default. “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. “ Deposit Account ” means a demand, time, savings, checking, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit. “ Depository ” means DTC, its nominees and their respective successors. “ Derivative Instrument ” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer (the “ Performance References ”). 8 “ Designated Noncash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration. “ Disqualified Equity Interests ” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the maturity date of the Notes. Notwithstanding the preceding sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case, in the ordinary course of business of the Issuer or any Subsidiary, such Capital Stock shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time. “ Distribution Account ” means any account that holds, among other things, any of the following: (1) any Declined Asset Sale Proceeds, (2) any amounts received in respect of any Excluded Property, (3) any Excess Termination Fee Funds, (4) any contributions of Property (including Cash and Cash Equivalents) to the Issuer, (5) any Declined Underbudget Amounts, (6) Excess DSRA Funds, and (7) any amounts remaining after the funds in the Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(f) . “ Distribution Compliance Period ” means the forty (40) day distribution compliance period as defined in Regulation S. “ Dollars ” and the sign “ $ ” mean the lawful currency of the United States of America. “ DTC ” means The Depository Trust Company, its nominees and their successors and assigns. “ Electrical Property ” means any Substation and any Switchyard. “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). “ Euroclear ” means Euroclear Bank SA/NV, as operator of the Euroclear System, and any successor thereto. “ Event of Eminent Domain ” means any action, series of actions, omissions or series of omissions by any Governmental Authority (a) by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or a material portion of the Property of the Issuer (including any Capital Stock of the Issuer) or (b) by which such Governmental Authority assumes custody or control of the Property (other than immaterial portions of such Property) or business operations of the Issuer or any Capital Stock of the Issuer, in each case, that is reasonably anticipated to last for more than ninety (90) consecutive days. “ Excess Property ” means each of the following and any other property or assets (whether tangible or intangible) related thereto: (i) the Adjacent Property, (ii) any Electrical Property, (iii) any water rights that are not required for the Project, (iv) any interconnection capacity (measured in megawatts) not allocated to the Data Center Lease and all other assets, rights and attributes of the Issuer and/or the Project, as applicable, that are directly related to such unallocated capacity, (v) any assets owned by the Issuer related to any “behind-the-meter” solution related to the Project or the Project Site, (vi) any assets or Property (other than the Building and the Project Site) that is the subject of a Commercial Property Association Arrangement and is not allocated to the Project or required to be available to the Project pursuant to the Data Center Lease and (vii) any property or assets of the Issuer that the Issuer determines are not necessary for the development or operation of the Project and which is designated as Excess Property by the Issuer; provided that concurrently with designating any such property or assets as Excess Property pursuant to this clause (vii), the Issuer shall obtain a Rating Agency Confirmation. 9 “ Excess Termination Fee Funds ” means (i) any funds contained in the Designated Account after the completion of a Termination Fee Offer and (ii) any Data Center Lease Termination Fee received in respect of a Data Center Lease that is not required to be used in connection with the Termination Fee Offer relating to the termination of such Data Center Lease. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute. “ Excluded Accounts ” means (a) (i) trust fund accounts and escrow accounts held exclusively for the benefit of an unaffiliated third party and payroll accounts, in each case, to the extent solely used for such purpose and (ii) any accounts that hold any Non-Rent Amounts, (b) accounts maintained solely for the purpose of consummating ordinary course transactions that do not have an average aggregate daily balance which exceeds $5.0 million, (c) any Distribution Account, (d) after the Commencement Date, the Notes Proceeds Account, (e) deposit accounts maintained solely as zero balance disbursement accounts other than the Project Accounts and (f) any cash collateral accounts funded by the Tenant and held for the benefit of any counterparty to Hedging Obligations; provided that, notwithstanding anything to the contrary in this definition or the Notes Documents and subject to clause (d) of this definition, in no event shall any Project Account at any time constitute an Excluded Account. “ Excluded Property ” means: (1) any contracts, permits, licenses, leases, accounts, general intangibles (other than any capital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) if the grant of such security interest therein shall (i) give any other Person party to such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note the right to terminate its obligations thereunder, (ii) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the Issuer in or under such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note, (iii) require any consent not obtained under any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note or (iv) constitute or result in a prohibition, breach or termination pursuant to the terms of any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note (in each case of clauses (i) through (iv), after giving effect to Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (and any successor provision or provisions) of any relevant jurisdiction and any other applicable law (including the Bankruptcy Code) or principles of equity); (2) any contracts, permits, licenses, leases, accounts, general intangibles (other than any capital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) to the extent that a security interest therein is prohibited by or in violation of any law, rule or regulation or under the terms of such contracts, permits, licenses, leases, accounts, general intangibles, payment intangibles, chattel paper, letter-of-credit rights and promissory notes applicable to the Issuer (other than to the extent that any such prohibition or violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or which would require governmental (including regulatory) consent; provided that any such property described in this paragraph (2) and the foregoing paragraph (1) shall constitute Excluded Property only to the extent and for so long as the consequences specified above shall exist and shall cease to be Excluded Property and shall become subject to the Lien granted under the Collateral Documents, immediately and automatically, at such time as no such consequences shall exist; 10 (3) all motor vehicles, vessels, cars, trucks, trailers, aircraft, rolling stock, construction and earthmoving equipment and any other assets subject to a certificate of title law of any state (other than to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement); (4) assets subject to Finance Lease Obligations, purchase money financing and cash to secure letter of credit reimbursement obligations to the extent such Finance Lease Obligations, purchase money financing or letters of credit are not prohibited under this Indenture and the terms thereof prohibit a grant of a security interest therein; (5) Excluded Accounts; (6) any letter-of-credit right to the extent a security interest in such letter-of-credit right cannot be perfected by a filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter-of-credit rights, other than the filing of a UCC financing statement); (7) any commercial tort claim; (8) any intent-to-use application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “ Amendment to Allege Use ” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; (9) to the extent pledged to a commodity counterparty, such as an energy manager or fuel supplier in the ordinary course of business, accounts receivable (and accounts into which the proceeds of such accounts receivable are deposited, including “lockbox” and similar accounts) owed by any Person to the Issuer for the purchase of electric energy and other related products or services (but excluding, as of any date, any such accounts receivable, accounts or proceeds held by or pledged to such commodity counterparty in excess of fifty-five (55) days as of such date); (10) margin, clearing or similar accounts with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to the trading of energy (including the Intercontinental Exchange), customers, trading counterparties, or any other parties or issuers of surety bonds and any proceeds thereof, in the ordinary course of business; (11) “Margin Stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (as in effect from time to time); (12) any Real Estate Asset with a Fair Market Value (as determined in good faith by the Issuer) of less than $5.0 million or with respect to which the Issuer shall have reasonably determined that the costs (including recording Taxes and filing fees) of creating and perfecting a Lien on such Real Estate Asset are excessive in relation to the value of the security afforded thereby or where the Issuer reasonably determines that perfection would not be customary for similarly situated project financings; (13) any particular assets if the creation or perfection of pledges of, or security interests in, any property or assets would result in material adverse tax consequences to the Issuer, or any direct or indirect parent entity of the Issuer, as reasonably determined by the Issuer in good faith; 11 (14) any particular assets if the Issuer reasonably determines that the burden, cost or consequences (including any adverse tax consequences) of creating or perfecting such pledges or security interests therein are excessive in relation to the practical benefits to be obtained therefrom by the Notes Secured Parties; (15) any assets sold or otherwise transferred to any Person other than the Issuer in compliance with the Notes Documents; (16) any distribution or other Restricted Payments which the Issuer in turn distributes to any parent company or any other Person upon any such distribution; provided that such distribution or other Restricted Payment to any parent company or any such other Person is made pursuant to, or otherwise in accordance with, the terms of this Indenture; (17) any Excess Property; (18) [reserved]; (19) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment provision of the Uniform Commercial Code and other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction; and (20) any Declined Asset Sale Proceeds, any Declined Underbudget Amounts and any Excess Termination Fee Funds; provided that, in no event shall the Capital Stock issued by the Issuer constitute Excluded Property. “ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by an authorized officer of the Issuer. “ Finance Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person under GAAP; provided that (x) the amount of such obligations shall be the amount thereof determined in accordance with GAAP and (y) the final maturity of such obligations shall be the date of the last payment due under such lease (or other arrangement) before such lease (or other arrangement) may be terminated by the lessee without payment of a premium or penalty. “ First Lien Intercreditor Agreement ” means a first lien intercreditor agreement substantially in the form of Exhibit D , as the same may be amended, modified or supplemented from time to time. “ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year. “ Fiscal Year ” means a fiscal year of the Issuer ending on December 31 of each calendar year. “ Fitch ” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. “ Fixed GAAP Date ” means the Issue Date; provided that at any time after the Issue Date, the Issuer may, by written notice to the Trustee, elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice. 12 “ Fixed GAAP Terms ” means (a) the definitions of the terms “Finance Lease Obligations”, “Debt”, and “debt for borrowed money”, including any future changes in GAAP that would require lease (or “synthetic lease”) obligations to be included as Debt on the Issuer’s balance sheet, (b) all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Indenture that may be specified by the Issuer by written notice to the Trustee from time to time; provided that the Issuer may elect to remove any term from constituting a Fixed GAAP Term. “ Full Budgeted Cost of Construction ” means the total budgeted costs to develop the Project (inclusive of property acquisition costs, interest expected to accrue on any Debt related to the Project during the Construction Period, the Debt Service Reserve Required Amount, and any financing and other fees, expenses and payments in connection with the construction of the Project and the issuance of any Debt related thereto), as determined by the Issuer in good faith. “ GAAP ” means generally accepted accounting principles in the United States of America, as in effect on the applicable Fixed GAAP Date consistently applied. “ Global Note Legend ” means the legend set forth in Section 2.06(g)(2) , which is required to be placed on all Global Notes issued under this Indenture. “ Global Notes ” means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01 hereof. “ Government Securities ” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Issuer’s option. “ Governmental Authority ” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof, any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States or, to the extent applicable and legally binding, a foreign entity or government or any securities exchange (including any supra-national bodies such as the European Union or the European Central Bank), any self-regulatory organization (including the National Association of Insurance Commissioners) and any applicable regional transmission organization or independent system operator as approved by the Federal Energy Regulatory Commission (FERC) or the North American Electric Reliability Corporation (NERC), including PJM Interconnection, LLC. “ Governmental Authorization ” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority. “ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under (1) any power hedges, rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar agreements or transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (2) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement. 13 “ HoldCo ” means Beacon Point Holding LLC, a Delaware limited liability company, and each of its successors and assigns. “ HoldCo Pledge Agreement ” means that certain pledge agreement, dated as of the Issue Date, by and between HoldCo and the Collateral Agent relating to the pledge by HoldCo of its Equity Interests of the Issuer, as the same may be amended, supplemented, restated, replaced or modified from time to time. “ Holder ” means the Person in whose name a Note is registered on the registrar’s books; provided , however , that in connection with the giving of any consent, instruction or authorization for purposes of the provisions in accordance with Article 9 , beneficial owners of interests in a Note may constitute “Holders”, and in connection therewith, the Issuer, the Trustee, any Authorized Officer signing an Officer’s Certificate and any counsel delivering an Opinion of Counsel shall be permitted to rely in good faith on customary certificates of beneficial ownership as evidence of holdings of such interests (without, for the avoidance of doubt, DTC proxies, medallion-stamped guarantees or other similar evidence). “ Immediate Family Members ” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. “ Independent Financial Advisor ” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing. “ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant. “Initial Commencement Date ” means the “Commencement Date” as defined in the Data Center Lease in respect of the first Critical Power Phase (as defined in the Data Center Lease). “ Initial Notes ” means the $4,250,000,000 aggregate principal amount of 6.129% Senior Secured Notes due 2042 issued under this Indenture on the Issue Date. “ Insolvency or Liquidation Proceeding ” means: (1) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Issuer; (2) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or with respect to a material portion of their respective assets; (3) any liquidation, dissolution, reorganization or winding up of the Issuer whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (4) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer. “ Intellectual Property ” means the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights and registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations and applications for registration thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including proprietary designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable. 14 “ Investment ” means (a) any direct or indirect purchase or other acquisition by the Issuer of, or of a beneficial interest in, any of the Securities of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by the Issuer from any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by the Issuer to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment; provided that any returns or distributions of capital or repayment of principal received by such other Person with respect thereto shall reduce the amount of an Investment; provided, further, that if a distribution reduces the amount of an Investment below zero, then such amount will be deemed to be zero Dollars, but the Issuer may count the unused portion of the distribution against future Investments. “ Issue Date ” means June 9, 2026. “ Issue Date Budget ” means the financial model provided by the Issuer to the initial purchasers of the Notes on or prior to the Issue Date, in accordance with which the “Illustrative Cash Flows” set forth in the Offering Memorandum have been prepared. “ Issuer ” has the meaning specified in the preamble hereto until a successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Issuer. “ Joint Venture ” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party. “ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental Authority. “ Lien ” means, with respect to any property or asset, any mortgage, pledge, security interest, encumbrance or lien of any kind in the nature of security or any other agreement or arrangement having a similar effect ; provided that in no event shall an operating lease be deemed to constitute a Lien. For the avoidance of doubt, “Lien” shall not include any netting or set-off arrangements under any Contractual Obligation (other than any Contractual Obligation constituting debt for borrowed money) otherwise permitted under the terms of this Indenture. “ Loan to Cost Ratio ” means, at any time, the ratio (expressed as a percentage) of (i) the total outstanding Debt for borrowed money of the Issuer designated by the Issuer as Debt related to the Project, less Cash and Cash Equivalents of the Issuer and any Net Operating Income reasonably expected to be generated by the Issuer prior to the Commencement Date (other than (i) amounts maintained in the Notes Proceeds Account from the issuance of the Notes on the Issue Date and (ii) the net proceeds of any Debt that is incurred after the Issue Date solely in reliance on a Loan to Cost Ratio calculation) to (ii) the aggregate amount of all costs, fees and expenses incurred or reasonably expected to be incurred by the Issuer with respect to the development, construction, financing, operation and leasing of the Project (as determined by the Issuer in good faith) as of the date of determination. “ Long Derivative Instrument ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References. 15 “ Management Group ” means the group consisting of the directors, executive officers and other management personnel (and their respective Immediate Family Members) of the Parent on the Issue Date, including any Person the Equity Interests of which (or in the case of a trust, the beneficial interests of which) are majority owned by any of the foregoing. “ Margin Stock” has the meaning specified in Regulation U. “ Market Capitalization ” means an amount equal to (a) the total number of issued and outstanding shares of common Equity Interests of a Person (or any direct or indirect parent entity) on the date of its assumption of a Data Center Lease, multiplied by (b) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the thirty (30) consecutive trading days immediately preceding the date of assumption of a Data Center Lease. “ Market Intercreditor Agreement ” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a)(i) consistent with market terms governing intercreditor arrangements for the sharing or subordination of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii) taken as a whole, not materially less favorable to the Holders of the Notes than the terms of any Acceptable Intercreditor Agreement governing similar priorities that is then in effect, in each case as determined by the Issuer in good faith or (b) in the event an “Acceptable Intercreditor Agreement” has been entered into after the Issue Date meeting the requirement of the preceding clause (a), the terms of which are, taken as a whole, not materially less favorable to the Holders of the Notes than the terms of such Acceptable Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of the foregoing clauses (a) or (b) as determined by the Issuer in good faith. “ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Issuer, (b) the ability of the Issuer to fully and timely perform its Obligations under the Notes Documents or (c) the rights and remedies of the Holders, taken as a whole, under the Notes Documents. “ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereof. “ Mortgaged Property ” means all Real Estate Assets of the Issuer subject to the Mortgages. “ Mortgages ” mean, collectively, the mortgages, deeds of trust, deeds to secure debt and other security documents (including amendments to any of the foregoing) delivered with respect to Real Estate Assets, as amended, supplemented or otherwise modified from time to time including all such changes as may be required to account for local law matters. “ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act. “ Net Cash Proceeds ” means: (1) with respect to any proceeds of or under any casualty or property insurance, indemnity, condemnation awards, warranty or guaranty (including any proceeds received from business interruption insurance, or payments in lieu thereof) received by the Issuer in connection with the occurrence of any Casualty Event or Event of Eminent Domain, the sum of Cash and Cash Equivalents received by the Issuer in connection with such Casualty Event or Event of Eminent Domain net of the sum of (A) all reasonable out of pocket costs and expenses (including legal and accounting fees and expenses, underwriting discounts, investment banking fees, commissions, collection expenses and other customary transaction costs) paid or reasonably estimated to be payable by the Issuer in connection with such event or with the collection, enforcement, negotiation, consummation, settlement, proceedings, administration or other activity related to the receipt or collection of the relevant proceeds, (B) federal, state, provincial, foreign and local Taxes reasonably estimated to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith (including any Permitted Tax Distribution Amount) and (C) the amount of any reserves established by the Issuer to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by an officer of the Issuer); and 16 (2) with respect to any Asset Sale (including in connection with issuance of Capital Stock), the sum of the Cash and Cash Equivalents received by the Issuer in respect of such Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Debt relating to the disposed assets or other consideration received in any other non-cash form), net of the costs relating to such Asset Sale or the applicable asset and the sale or disposition of such Designated Noncash Consideration (including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, payments to employees and brokerage and sales commissions), taxes paid or payable (in the good faith determination of the Issuer) as a result thereof (including any tax distributions), amounts required to be applied to the repayment of principal, premium (if any) and interest on Debt required (other than with respect to the Notes) to be paid as a result of such transaction, required payments of other obligations relating to the applicable asset, any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and payments made to holders of non-controlling interests in non-wholly owned subsidiaries as a result of such Asset Sale. “ Net Operating Income ” means, for any applicable period, (x) all revenues, payments, cash and proceeds and all other amounts generated from the Project (other than the Data Center Lease Termination Fee and, for the avoidance of doubt, any amounts received in respect of any Excluded Property), in each case that are received by the Issuer and any of its Subsidiaries for such period, minus (y) all operating expenses that are reflected on the consolidated income statement of the Issuer for such period (and excluding, for the avoidance of doubt, any income taxes (other than any Permitted Tax Distribution Amount) or Debt Service paid during such period, all Pass Through Operating Expenses, and any other expenses for which the Issuer has the right to obtain reimbursement from any third party, including the Tenant under the Data Center Lease); provided that, in respect of the first three fiscal quarters after the Initial Commencement Date, any calculation of the Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee shall be calculated by applying the Net Operating Income Adjustments. “ Net Operating Income Adjustments ” means: (i) in the case of the first quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and (y) four; (ii) in the case of the second quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding quarter and (y) two; and (iii) in the case of the third quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding two quarters and (y) one and one-third. “ Net Short ” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect to the Issuer immediately prior to such date of determination. 17 “Notes ” means the Initial Notes and any Additional Notes. “ Notes Documents ” means this Indenture, the Notes and the Collateral Documents. “ Notes Obligations ” means the Obligations under the Notes and the other Notes Documents. “ Notes Secured Parties ” means the Holders, the Trustee and the Collateral Agent. “ Notes Secured Party ” shall have a correlative meaning. “ Obligations ” means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit, whether or not drawn), interest, fees and expenses (including, to the extent legally permitted, all interest, fees and expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest, fees and expenses is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), settlement payments, termination payments, margin payments, penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees, other liabilities, amounts payable, or obligations under the Notes Documents or other obligations in respect thereof. “ Offering Memorandum ” means the Offering Memorandum, dated June 4, 2026, related to the issuance and sale of the Initial Notes. “ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Assistant Secretary or any Vice-President of such Person. “ Officer’s Certificate ” means a certificate signed on behalf of the Issuer by an Authorized Officer that meets the requirements set forth in this Indenture. “ Opinion of Counsel ” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.03 herein. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer. “ Organizational Documents ” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its articles of organization, and its operating agreement. In the event any term or condition of this Indenture or any other Notes Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “ Organizational Document ” shall only be to a document of a type customarily certified by such governmental official. “ Parent ” means Hut 8 Corp., a Delaware corporation, and shall include its successors and assigns. “ Participant ” means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream. “ Pass Through Operating Expenses ” means all operating expenses relating to the Project, including, without limitation, all expenditures in respect of the payment of taxes (other than any Permitted Tax Distribution Amounts), operating, repair and maintenance expenses, administrative expenses, insurance, management fees, amounts owing under intercompany contracts among the Issuer, in each case that are paid for by Parent or an Affiliate of Parent (other than the Issuer) for the benefit of the Issuer. “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended). 18 “ Paying Agent ” means the office or agency where Notes may be presented for payment. The term “Paying Agent” includes any additional paying agent. “ Payment Date ” means on May 30 and November 30 of each year, beginning on November 30, 2026. “ Permitted Asset Swap ” means the substantially concurrent purchase and sale or exchange, including as a deposit for future purchases, of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer and another Person ; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.13 . “Permitted Holder” means, at any time, each of (i) the Management Group, (ii) any Person that, directly or indirectly, holds or acquires 100% of the total voting power of the Capital Stock of Parent, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more than 50% of the total voting power of the Capital Stock thereof, (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing or any Permitted Holder specified in the last sentence of this definition are members and any member of such group; provided that, in the case of such group and any member of such group and without giving effect to the existence of such group or any other group, no Person or other group (other than the Permitted Holders specified in clauses (i), (ii) and (iv) of this definition) owns, directly or indirectly, more than 50% of the total voting power of the voting stock of Parent held by such group and (iv) any New Parent and its subsidiaries. Any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) whose acquisition of beneficial ownership or assets or properties of Parent constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in accordance with the requirements of this Indenture will thereafter, together with its Affiliates (other than any portfolio company of such Person or group), constitute an additional Permitted Holder. “ Permitted Investments ” shall mean: (1) [reserved]; (2) (x) Investments existing on the Issue Date or as contemplated by the Issue Date Budget; provided that the amount of any such Investment has not increased from the amount of such Investment on the Issue Date or as contemplated in the Issue Date Budget, except (A) by capitalized amounts related to unpaid accrued interest and/or premium, (B) pursuant to the terms of such Investment as in effect on the Issue Date or as contemplated in the Issue Date Budget or (C) as otherwise permitted under this Indenture and (y) guarantees of Debt not prohibited under Section 4.04 and (other than with respect to Debt) guarantees, keepwells and similar arrangements in the ordinary course of business, and performance guarantees and contingent obligations with respect to obligations that are not prohibited by this Indenture; (3) Investments in Cash and Cash Equivalents (or that were Cash Equivalents at the time when made) and Government Securities; (4) Investments (x) (a) received in settlement, compromise or resolution of debts created in the ordinary course of business, (b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Issuer, (c) as a result of foreclosure, perfection or enforcement of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other disputes or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (y) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Issuer; (5) loans and advances to officers, directors and employees of the Issuer made in the ordinary course of business in an aggregate principal amount not to exceed $750,000 at any time outstanding; (6) to the extent constituting Investments: any Liens not prohibited by Section 4.06 ; any Debt not prohibited by Section 4.04 ; any dispositions not prohibited by Section 4.13 ; any transactions not prohibited by Article 5 ; any Affiliate Transactions not prohibited by Section 4.18 ; and any Restricted Payments not prohibited by Section 4.05 ; 19 (7) demand or deposit accounts with banks or other financial institutions to the extent not prohibited under this Indenture; (8) with respect to any Casualty Event or Event of Eminent Domain, the application of any related Net Cash Proceeds to purchase any Property useful in the business of the Issuer or the Project, as applicable (or, in the case of a Casualty Event, used to replace damaged or destroyed assets), in accordance with the terms of the Transaction Documents; (9) guarantees by the Issuer of leases or of other obligations, in each case, entered into in the ordinary course of business and payments thereon or Investments in respect thereof in lieu of such payments; (10) following the occurrence of the Commencement Date, in addition to Investments permitted by clauses (1) through (31) of this definition, the Issuer may make additional loans, advances and other Investments to or in a Person (including a joint venture) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (10) at any one time outstanding not to exceed 30.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee; (11) to the extent the Issuer may make any Restricted Payment, the Issuer may make an Investment in lieu thereof; provided that such Investment shall be treated as if it were made as a Restricted Payment for purposes of testing compliance with Section 4.05 ; (12) to the extent constituting an Investment, buybacks of any Debt permitted to be incurred pursuant to Section 4.04 ; (13) Investments in a Person made pursuant to, or in connection with, the Transaction Document or financed with proceeds or a return on capital or distribution or repayment of principal received from a Permitted Investment; (14) following the occurrence of the Commencement Date, Investments in Joint Ventures or Similar Businesses (in each case, valued in good faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this clause (14), an amount that would cause the ratio of (i) (x) the aggregate principal amount of all outstanding Debt of the Issuer as of an applicable date of determination minus (y) the amount of Cash or Cash Equivalents that would be stated on the balance sheet of the Issuer as of such date of determination, to (ii) the Net Operating Income of the Issuer, to exceed 3.00 to 1.00 on a pro forma basis for such Investment; (15) any Investment in securities or other assets not constituting Cash or Cash Equivalents and received in connection with an Asset Sale or any other disposition of assets not constituting an Asset Sale not prohibited under this Indenture; (16) any Investments in the Project, including any Investments related to the construction of the Project and, to the extent constituting an Investment, any transactions required pursuant to the Project Documents; (17) to the extent constituting an Investment, the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement or any Commercial Property Association Arrangement in connection with a Commercial Property Association Document; (18) any Investment related to Excess Property; 20 (19) Investments in receivables owing to the Issuer; (20) Investments in payroll, travel, entertainment, relocation, moving related and similar advances; (21) [reserved]; (22) Hedging Obligations; (23) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.06 ; (24) Investments consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets or (ii) licenses, sublicenses, crosslicenses, leases, subleases, assignments, contributions or other Investments of intellectual property or other intangibles or services in the ordinary course of business and any other Investments made in connection therewith; (25) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture; (26) any Investment to the extent made using Capital Stock of any parent of the Issuer as consideration; (27) repurchases of any Debt of the Issuer; (28) guaranty and indemnification obligations arising in connection with surety bonds; (29) Investments (a) consisting of purchases and acquisitions of assets or services in the ordinary course of business, (b) made in the ordinary course of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts and loans or (c) advances, loans, extensions of credit (including the creation of receivables) or prepayments made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees in the ordinary course of business; (30) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; and (31) Investments consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements with customers (or any comparable or similar provisions in other applicable jurisdictions) in the ordinary course of business. “ Permitted Liens ” means, with respect to the Issuer: (1) Liens for Taxes; (2) materialmen’s, mechanics’, carriers’, workers’, repairmen’s, employees’ or other like Liens, arising in the ordinary course of business or in connection with the construction, operation and maintenance of the Property of the Issuer, which do not in the aggregate materially detract from the value of the Property to which they are attached or materially impair the use thereof or for amounts not yet overdue for a period of more than ninety (90) days or which are being contested in good faith by appropriate proceedings; (3) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgment or litigation to the extent such judgment or litigation constitutes an Event of Default), bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of debt for borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material portion of Property of the Issuer; 21 (4) Liens in respect of Tax Saving Transactions; (5) easements, rights-of-way, restrictions, title imperfections, survey exceptions, trackage rights, licenses, leases, special assessments, rights-of-way, covenants, conditions, restrictions, declarations, encroachments, encumbrances, other defects or irregularities in title and similar matters if the same do not have a materially adverse effect on the operation or use of such property in the ordinary course of the business of the Issuer; (6) any lien or interest or title of a lessor or sublessor arising by statute or under any lease ( provided that any landlord lien on any Real Estate Asset shall be required to be waived or subordinated to the Liens securing the Notes) of real estate not prohibited hereunder; (7) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (8) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (9) encumbrances on real property in the nature of any zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions or any other conditions imposed by any Governmental Authority on any Real Estate Asset, if the same does not have a materially adverse effect on the operations or use of such Real Estate Asset in the ordinary course of the business of the Issuer; (10) non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by the Issuer in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of the Issuer; (11) Liens to secure Debt permitted pursuant to Section 4.04(a)(1) solely to the extent, and with the priority relative to the Notes, permitted by such clause; (12) Liens under the Collateral Documents with respect to the Notes ; provided that such Liens only secure Debt permitted pursuant to Section 4.04(a)(2)(x) ; (13) purchase money Liens upon or in real property or equipment acquired or held by the Issuer in the ordinary course of business securing the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or existing on any such property or equipment of any Person that is merged or consolidated with or into the Issuer, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved (other than improvements, accessions or proceeds in respect thereof and assets fixed or appurtenant thereto), and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided , further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (13) shall not exceed the amount permitted under Section 4.04(a)(8) at any time outstanding; 22 (14) Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Issuer in connection with any letter of intent or purchase agreement for any acquisition or other transaction not prohibited under this Indenture; (15) in respect of the Issuer, Liens arising out of judgments or awards (or the payment of money not constituting an Event of Default under Section 6.01(7) ) or securing appeal or other surety bonds related to such judgments or awards, to the extent such judgments do not otherwise constitute an Event of Default under Section 6.01 ; (16) Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights or relating to purchase orders and other agreements entered into with customers of the Issuer in the ordinary course of business (including any energy management agreement); (17) Liens or pledges of deposits of Cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers or property, casualty or liability insurance in the ordinary course of business; (18) any Liens with respect to the Properties of the Issuer that arise under Contractual Obligations of the Issuer as in effect on the Issue Date or contemplated by the Issue Date Budget; (19) Liens in an amount not to exceed in the aggregate $50.0 million at any time outstanding not otherwise constituting Permitted Liens under the definition thereof incidental to the ordinary course of business and securing obligations that are operational and/or administrative in nature, that do not individually or in the aggregate materially impair the Project; (20) Liens to secure Debt permitted pursuant to Sections 4.04(a)(3) , (4) , (5) , (9) , (20), (21) and (25) ; (21) Liens arising under Finance Lease Obligations; provided that no such Lien shall extend to or cover any property other than the property or equipment subject to such Finance Lease Obligations, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided , further , that the aggregate principal amount of the Debt secured by Liens permitted by this clause (21) shall not exceed the amount permitted pursuant to Section 4.04(a)(14) at any time outstanding; (22) Liens securing obligations owed for all or any part of the deferred purchase price of property or services, which purchase price is due more than six (6) months from the date of incurrence of the obligation in respect thereof; provided that Debt for the deferred purchase price of property or services is (i) not more than ninety (90) days past due or (ii) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Issuer’s standard accounting practices; (23) Liens securing (i) the contingent obligations of the Issuer under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, (ii) obligations to pay insurance premiums, take or pay obligations and similar obligations and (iii) obligations resulting from indemnities provided in the ordinary course under the Project Documents; (24) statutory Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof; (25) Liens in connection with or evidenced by Debt that is not prohibited pursuant to Section 4.04 ; (26) involuntary Liens as contemplated by the Project Documents securing a charge or obligation on the Issuer’s property, either real or personal; 23 (27) Liens arising under the Transaction Documents (other than the Notes Documents); (28) Liens for property Taxes on property that the Issuer has determined to abandon (so long as such abandonment is not prohibited by this Indenture or any of the other Notes Documents), if the sole recourse for such Tax is to such property; (29) minor survey exceptions, minor encumbrances, ground leases, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, towers, electric lines, telegraph and telephone and cable television lines, water delivery and usage and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person or consistent with industry norm; (30) Liens existing on the Issue Date or as contemplated by the Issue Date Budget (other than pursuant to clause (12) above) and any refinancing thereof; (31) Liens related to any sales or discounts without recourse (other than customary representations and warranties) of accounts receivable arising in the ordinary course of business in connection with the compromise, collection or other disposition thereof; (32) leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business or consistent with industry norm (including rights granted to lessees related to quiet enjoyment and purchase rights at the end of such leasing arrangement); (33) Liens registered on title to any Mortgaged Property and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal (unless such prior Lien provided for it to apply to additional real property upon acquisition by the Issuer or a Subsidiary of such additional real property) and any accessions and additions thereto or proceeds and products thereof and related property of the type that would have been subject to such Lien notwithstanding such replacement, extension or renewal; (34) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Issuer to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Issuer in the ordinary course of business or consistent with industry norm; (35) Liens, deposits and security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations or business of the Issuer in the ordinary course of business or consistent with industry norm; (36) Liens in respect of the Project Accounts and other cash management arrangements contemplated under Section 4.23 ; (37) Liens on any Excess Property, or granted under or in connection with any Shared Facilities Agreement or any Commercial Property Association Document; (38) [reserved]; 24 (39) Liens (a) securing Hedging Obligations, Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights of pledge or other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business, or (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer; (c) on cash accounts securing Debt with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and (e) (i) of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on items in the course of collection and (ii) in favor of a banking or other financial institution or electronic payment service providers arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms and conditions of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof; (40) Liens in respect of Excluded Property; and (41) refinancings, extensions, renewals and replacements of any of the foregoing Liens to the extent and for so long as the Debt or other obligations secured thereby remain outstanding. For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer may, in its sole discretion, divide, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition. To the extent any Lien is incurred on a single date, the Issuer may determine the order in which, and the provision pursuant to which, each such Lien is incurred in its sole discretion. “ Permitted Tax Distribution Amount ” means, for any taxable period ending after the Issue Date, (a) if, for any U.S. federal and/or applicable state or local income Tax purposes, the Issuer is a member of a consolidated, combined, affiliated or similar income Tax group (a “ Tax Group ”) of which a direct or indirect parent of Issuer is the common parent, or the Issuer is a disregarded entity or partnership owned directly or indirectly by an entity taxed as a corporation (a “ Corporate Parent ”), an amount equal to any such U.S. federal and/or applicable state or local income Taxes of such Tax Group or Corporate Parent, as applicable, to the extent such income Taxes are attributable to the taxable income of the Issuer; provided that, for each taxable period, the portion of the Permitted Tax Distribution Amount described in this clause (a) in such case, if any, shall not exceed the amount that the Issuer would have been required to pay in respect of such Taxes for such taxable period had the Issuer filed such income Tax return(s) as a stand-alone corporate taxpayer for all applicable taxable periods ending after the Issue Date; provided, further , that the portion of the Permitted Tax Distribution Amount described in this clause (a), if any, shall be reduced by any amounts paid directly by the Issuer to the applicable Governmental Authority in respect of such Taxes plus (b) the amount necessary to permit any direct or indirect parent of the Issuer to pay any franchise Taxes required to maintain its existence or good standing to the extent such franchise Taxes are attributable to the ownership of the Issuer. “ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities. “ Private Placement Legend ” means the legend set forth in Section 2.06(g)(1)(a) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. “ Project ” means the Data Center Project located in the Buildings. 25 “ Project Documents ” means, collectively, (a) the Data Center Lease and (b) any other document, contract or agreement relating to the development, construction, operation and/or maintenance of the Project, excluding, in each case, the Notes Documents. “ Project Site ” means the real property on which the Project is located. “ Property ” means any right or interest in or to any asset or property of any kind whatsoever (including any Capital Stock), whether real, personal or mixed and whether tangible or intangible. For the avoidance of doubt, the Project shall constitute Property under the Notes Documents. “ QIB ” means a “qualified institutional buyer” as defined in Rule 144A. “ Qualified Operator ” means any Person that has, or has entered into agreements for, primary operational control, directly or indirectly (including by subcontracting to a Person who meets the requirement of a Qualified Operator), with respect to the management and operation of at least 200 MW of data centers in the United States. “ Qualifying Data Center Lease ” means any lease of the Project with a Qualifying Tenant, and, as of the date of entry into such new lease, the Issuer obtains a Rating Agency Confirmation giving effect to such new lease. “ Qualifying Equity Interests ” means Equity Interests of the Issuer other than Disqualified Equity Interests. “ Qualifying Tenant ” means either (i) any of (A) Nvidia Corporation, Apple Inc., Microsoft Corporation, Amazon.com, Inc., Alphabet Inc. (including Google LLC) and Meta Platforms, Inc. and any of their successors or assigns or (B) so long as the Person in clause (A) provides a guarantee, any of their respective controlled affiliates or (ii) any Person provided that the Issuer obtains a Rating Agency Confirmation giving effect to such Person as the tenant of a new Data Center Lease. For all purposes herein, any references to a “Qualifying Tenant” can refer to one or more Persons that are Qualifying Tenants. “ Rating Agencies ” means, (1) Moody’s, S&P and Fitch or (2) if Moody’s, S&P or Fitch or each of them shall not make a corporate rating with respect to the Issuer or a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for any or all of Moody’s, S&P or Fitch, as the case may be, with respect to such corporate rating or the rating of the Notes, as the case may be. “ Rating Agency Confirmation ” means confirmation from each of the Rating Agencies that at such time are actively rating the Notes that the ratings of the Notes after giving effect to any transaction permitted by this Indenture upon the receipt of a Rating Agency Confirmation, as applicable, will be no lower than the lowest of the ratings of the Notes: (i) immediately prior to giving effect to such transaction, (ii) the greater of such Rating Agency’s first rating for the Notes after the Issue Date and after the Commencement Date, as applicable, or (iii) to the extent applicable, at the time the original Data Center Lease ceased to be in effect. “ Ratings Decline ” means that at any time within sixty (60) days after the date of a public announcement by the Issuer of a Change of Control, the then-applicable rating of the Notes is decreased below the Applicable Rating by at least two Rating Agencies; provided that any such Ratings Decline is expressly stated by the applicable Rating Agencies to have been the direct result of the Change of Control. “ Real Estate Asset ” means, at any time of determination, any fee or leasehold interest, easement, improvement or license, then held by the Issuer in any real Property. “ Refinance ” means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid (including through the issuance of any other Debt in exchange or replacement therefor or for the refinancing thereof) (in whole or in part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount and/or a longer or shorter maturity, in each case to the extent not prohibited under the terms of all of the Notes Documents. “ Refinanced ” and “ Refinancing ” shall have correlative meanings. 26 “ Registrar ” means the office or agency where Notes may be presented for registration of transfer or for exchange. The term “Registrar” includes any co-registrar. “ Regulation S ” means Regulation S promulgated under the Securities Act. “ Regulation S Global Note ” means a Regulation S P…

Document text

EX-4.1 · tm2617190d1_ex4-1.htm

EX-4.1
 2
 tm2617190d1_ex4-1.htm
 EXHIBIT 4.1

 Exhibit 4.1

 Execution Version

 BEACON POINT DC LLC,

 as Issuer

 6.129% SENIOR SECURED NOTES DUE 2042

 INDENTURE

 Dated as of June 9, 2026

 BEACON POINT HOLDING LLC,

 as HoldCo,

 and

 WILMINGTON TRUST, NATIONAL ASSOCIATION,

 as Trustee and Collateral Agent

 TABLE OF CONTENTS

 Page

 Article 1 DEFINITIONS
 1

 Section 1.01
 Definitions
 1

 Section 1.02
 Other Definitions
 31

 Section 1.03
 Rules of Construction
 31

 Section 1.04
 Certain Compliance Calculations
 32

 Article 2 THE NOTES
 33

 Section 2.01
 Form and Dating
 33

 Section 2.02
 Execution and Authentication
 34

 Section 2.03
 Registrar and Paying Agent
 34

 Section 2.04
 Paying Agent to Hold Money in Trust
 35

 Section 2.05
 Holder Lists
 35

 Section 2.06
 Transfer and Exchange
 35

 Section 2.07
 Additional Notes
 46

 Section 2.08
 Replacement Notes
 46

 Section 2.09
 Outstanding Notes
 47

 Section 2.10
 Treasury Notes
 47

 Section 2.11
 Temporary Notes
 47

 Section 2.12
 Cancellation
 47

 Section 2.13
 CUSIP / ISIN Numbers
 47

 Article 3 REDEMPTION AND PREPAYMENT
 48

 Section 3.01
 Notices to Trustee
 48

 Section 3.02
 Selection of Notes to Be Redeemed
 48

 Section 3.03
 Notice of Redemption
 48

 Section 3.04
 Effect of Notice of Redemption
 49

 Section 3.05
 Deposit of Redemption Price
 49

 Section 3.06
 Notes Redeemed in Part
 49

 Section 3.07
 Calculation of Redemption Price
 50

 Section 3.08
 Optional Redemption
 50

 Section 3.09
 Mandatory Prepayment; Open Market Purchases
 51

 Section 3.10
 Data Center Termination Fee Offer
 51

 Section 3.11
 Underbudget Amount Offer
 52

 Article 4 COVENANTS
 53

 Section 4.01
 Payment of Notes
 53

 Section 4.02
 Maintenance of Office or Agency
 53

 Section 4.03
 Compliance Certificate
 53

 Section 4.04
 Limitation on Debt
 53

 Section 4.05
 Limitation on Restricted Payments
 59

 Section 4.06
 Limitation on Liens
 61

 Section 4.07
 [Reserved]
 61

 Section 4.08
 [Reserved]
 61

 Section 4.09
 Reports
 61

 Section 4.10
 [Reserved]
 63

 Section 4.11
 Offer to Repurchase Upon a Change of Control
 63

 Section 4.12
 [Reserved]
 64

 Section 4.13
 Asset Sales and Casualty Events
 64

 Section 4.14
 [Reserved]
 67

 Section 4.15
 [Reserved]
 67

 Section 4.16
 [Reserved]
 67

 Section 4.17
 Partnerships; Formation of Subsidiaries
 67

 Section 4.18
 Transactions with Affiliates
 67

 Section 4.19
 Special Purpose Entity
 70

 Section 4.20
 HoldCo Negative Covenant
 72

 Section 4.21
 No Modification of Data Center Lease or Organizational
 Documents
 72

 Section 4.22
 Debt Service Reserve Account
 73

 Section 4.23
 Project Accounts; Cash Waterfall
 73

 Article 5 MERGERS AND CONSOLIDATIONS
 75

 Section 5.01
 Issuer
 75

 Section 5.02
 [Reserved]
 76

 Section 5.03
 Application
 76

 Section 5.04
 Substitution
 76

 Article 6 DEFAULTS AND REMEDIES
 76

 Section 6.01
 Events of Default
 76

 Section 6.02
 Acceleration
 78

 Section 6.03
 Waiver of Past Defaults
 79

 Section 6.04
 Control by Majority
 80

 Section 6.05
 Limitations on Suits
 80

 Section 6.06
 Collection Suit by Trustee
 80

 Section 6.07
 Priorities
 80

 Section 6.08
 Trustee May File Proofs of Claim
 81

 Section 6.09
 Holder Representation
 81

 Article 7 TRUSTEE AND COLLATERAL
 AGENT
 81

 Section 7.01
 Duties of Trustee and Collateral Agent
 81

 Section 7.02
 Rights of Trustee and Collateral Agent
 82

 Section 7.03
 Individual Rights of Trustee and Collateral Agent
 85

 Section 7.04
 Trustee&rsquo;s and Collateral Agent&rsquo;s Disclaimer
 85

 Section 7.05
 Notice of Defaults
 85

 Section 7.06
 Compensation and Indemnity
 85

 Section 7.07
 Replacement of Trustee or Collateral Agent
 86

 Section 7.08
 Successor Trustee or Collateral Agent by Merger, etc
 87

 Section 7.09
 Eligibility; Disqualification
 87

 Section 7.10
 Intercreditor Agreement
 88

 Article 8 LEGAL DEFEASANCE AND
 COVENANT DEFEASANCE
 88

 Section 8.01
 Option to Effect Legal Defeasance or Covenant Defeasance
 88

 Section 8.02
 Legal Defeasance
 88

 Section 8.03
 Covenant Defeasance
 88

 Section 8.04
 Conditions to Legal or Covenant Defeasance
 89

 Section 8.05
 Deposited Money and Government Securities to Be Held
 in Trust; Other Miscellaneous Provisions
 90

 Section 8.06
 Repayment to the Issuer
 90

 Section 8.07
 Reinstatement
 90

 Article 9 AMENDMENT, SUPPLEMENT
 AND WAIVER
 91

 Section 9.01
 Without Consent of Holders of Notes
 91

 Section 9.02
 With Consent of Holders of Notes
 92

 Section 9.03
 Effect of Consents
 93

 Section 9.04
 Notation on or Exchange of Notes
 93

 Section 9.05
 Trustee to Sign Amendments, etc
 93

 Article 10 SATISFACTION AND DISCHARGE
 94

 Section 10.01
 Satisfaction and Discharge
 94

 Section 10.02
 Application of Trust Money
 95

 Article 11 [RESERVED]
 95

 Article 12 COLLATERAL AND SECURITY
 95

 Section 12.01
 Grant of Security Interest
 95

 Section 12.02
 Further Assurances; Liens on Additional Property
 95

 Section 12.03
 Exclusion of Excess Property
 96

 Section 12.04
 Release and Subordination of Collateral
 97

 Section 12.05
 Release and Subordination Documentation
 98

 Section 12.06
 [Reserved]
 98

 Section 12.07
 Purchaser Protected
 98

 Section 12.08
 Authorization of Receipt of Funds by the Trustee Under
 the Collateral Documents
 98

 Section 12.09
 Powers Exercisable by Receiver or Trustee
 98

 Section 12.10
 Real Estate Deliverables
 98

 Article 13 MISCELLANEOUS
 99

 Section 13.01
 Notices
 99

 Section 13.02
 Certificate and Opinion as to Conditions Precedent
 100

 Section 13.03
 Statements Required in Certificate or Opinion
 101

 Section 13.04
 Rules by Trustee and Agents
 101

 Section 13.05
 No Personal Liability of Directors, Officers, Employees
 and Stockholders
 101

 Section 13.06
 Governing Law
 101

 Section 13.07
 Waiver of Immunity
 102

 Section 13.08
 Waiver of Jury Trials
 102

 Section 13.09
 No Adverse Interpretation of Other Agreements
 102

 Section 13.10
 Successors
 102

 Section 13.11
 USA Patriot Act
 102

 Section 13.12
 Severability
 102

 Section 13.13
 Counterpart Originals
 102

 Section 13.14
 Table of Contents, Headings, etc.
 103

 Section 13.15
 Legal Holidays
 103

 Article 14 PRINCIPAL AMORTIZATION
 103

 Section 14.01
 Principal Amortization
 103

 Section 14.02
 Payment Schedule
 103

 Section 14.03
 Modifications to Amortization Payments
 104

 Section 14.04
 Payment of Installments
 104

 Section 14.05
 Deposit of Installment
 105

 Section 14.06
 Notes Repaid in Part
 105

 EXHIBITS

 Exhibit A Form of Note

 Exhibit B Form of Certificate
of Transfer

 Exhibit C Form of Certificate
of Exchange

 Exhibit D Form of First Lien Intercreditor Agreement

 INDENTURE, dated as of June 9,
2026, among Beacon Point DC LLC, a Delaware limited liability company (the &ldquo; Issuer &rdquo;), Beacon Point Holding LLC, a
Delaware limited liability company (&ldquo; HoldCo &rdquo;), and Wilmington Trust, National Association, as trustee and collateral
agent.

 Each party agrees as follows
for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Notes (as defined below)
issued pursuant to this Indenture:

 Article 1

DEFINITIONS

 Section 1.01            Definitions .

 &ldquo; 144A Global Note &rdquo;
means a Global Note substantially in the form of Exhibit A hereto, as applicable, bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will be
issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

 &ldquo; Acceptable Intercreditor
Agreement &rdquo; means the First Lien Intercreditor Agreement, a Market Intercreditor Agreement or another customary intercreditor
agreement as determined in good faith by the Issuer that is reasonably satisfactory to the Collateral Agent (which may, if applicable,
consist of a collateral proceeds &ldquo;waterfall&rdquo; or, in the case of payment of Subordinated Debt, a payment &ldquo;waterfall&rdquo;),
including any amendments, restatements, supplements or replacements thereof.

 &ldquo; Additional Notes &rdquo;
means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.07
hereof.

 &ldquo; Adjacent Property &rdquo;
means any Property that does not consist of the Premises (as defined in the Data Center Lease), including any improvements thereon.

 &ldquo; Affiliate &rdquo;
means, with respect to a specified Person, another Person directly or indirectly through one or more intermediaries, controlling, controlled
by, or under common control with, that Person. For the purposes of this definition, &ldquo;control&rdquo; (including, with correlative
meanings, the terms &ldquo; controlling &rdquo;, &ldquo; controlled by &rdquo; and &ldquo; under common control with &rdquo;),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

 &ldquo; Agent &rdquo;
means, individually or collectively, as the context requires, the Collateral Agent and/or the Trustee.

 &ldquo; Amortization Commencement
Date &rdquo; means May 30, 2030.

 &ldquo; Applicable Law &rdquo;
means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from
an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property
or assets or to which such Person or any of its property or assets is subject.

 &ldquo; Applicable Procedures &rdquo;
means, with respect to a Depository, as to any matter at any time, the policies and procedures of such Depository, if any, that apply
to such matter at such time.

 &ldquo; Applicable Rating &rdquo;
means the lower of (1) the first rating of the Notes issued by the applicable Rating Agency within sixty (60) days following the
Issue Date and (2) the applicable rating of the Notes at the time of a public announcement by the Issuer or by any of its Affiliates
of a Change of Control.

 &ldquo; Asset Sale &rdquo;
means a sale, lease (as lessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other disposition
to, or any exchange of Property with, any Person, in one transaction or a series of transactions, of all or any part of any of the Properties
of the Issuer, whether now owned or hereafter acquired, leased or licensed; provided that the sale, conveyance or other disposition
of all or substantially all of the assets of the Issuer will be governed by Article 5 and any transaction constituting a
Change of Control will be governed by Section 4.11 and not by Section 4.13 .

 Notwithstanding the preceding, none of the following
items will be deemed to be an Asset Sale:

 (1) [reserved];

 (2) dispositions in the ordinary course of
 its business as determined by the Issuer in good faith;

 (3) sales, leases, licenses or subleases,
 transfers or other dispositions of real or personal Property of the Issuer (A) in each
 case, the Net Cash Proceeds of which does not exceed $50.0 million in the aggregate in any
 Fiscal Year, (B) that are obsolete, damaged, worn out, surplus or not used or useful
 in any material respect in the business of the Issuer in connection with the ownership, operation
 or maintenance of the Project, including the lapse or expiration of Intellectual Property
 at the end of their respective statutory terms and abandonment of Intellectual Property that
 is not material to the business of the Issuer or the ownership, operation or maintenance
 of the Project, or (C) the consideration of which does not exceed $50.0 million;

 (4) to the extent constituting a sale, lease
 transfer, assignment, conveyance, exchange or other disposition, upon any equipment failure,
 the replacement of such failed equipment with comparable or functionally equivalent equipment;

 (5) the liquidation, sale or use of Cash and
 Cash Equivalents or obsolete, damaged, unnecessary, unsuitable or worn out property or equipment
 or other assets in the ordinary course of business or any disposition of inventory, immaterial
 assets or goods (or other assets), property or equipment held for sale or no longer used
 or useful, or economically practicable to maintain, in the conduct of the business of the
 Issuer;

 (6) sales or discounts without recourse (other
 than customary representations and warranties) of accounts receivable in connection with
 the compromise, collection or other disposition thereof;

 (7) foreclosure, condemnation, expropriation,
 forced disposition or other transfers of condemned property as a result of the exercise of
 &ldquo;eminent domain&rdquo; (or other similar policies and condemnation proceedings) to
 the respective Governmental Authority or agency that has condemned the same (whether by deed
 in lieu of condemnation or otherwise), and transfers of property that have been subject to
 a casualty to the respective insurer of such real property as part of an insurance settlement
 (or similar casualty loss proceedings);

 (8) leases, subleases, licenses or sublicenses
 of property in the ordinary course of business and which do not, in the aggregate, materially
 interfere with the business of the Issuer or the ownership, operation or maintenance of the
 Project as determined by the Issuer in good faith;

 (9) any surrender or waiver of contract rights
 pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims
 of any kind;

 (10) any disposition, issuance or sale in
 connection with the making of any Restricted Payment that is permitted to be made, and is
 made, under Section 4.05 , Section 4.18 or any Permitted Investment;

 (11) [reserved];

 (12) the expiration of any option agreement
 with respect to real or personal property;

 (13) dispositions of letters of credit and/or
 bank guarantees (and/or the rights thereunder) to banks or other financial institutions in
 the ordinary course of business in exchange for Cash and/or Cash Equivalents;

 (14) the granting of easements or other interests
 in real property related to the Project to other Persons so long as such grant is in the
 ordinary course of business, would constitute a Permitted Lien or would not reasonably be
 expected to materially detract from the value or use of the affected property or to interfere
 in any material respect with the Issuer&rsquo;s ability to construct or operate the Project,
 sell or distribute power therefrom or perform any material obligation under any Project Document;

 2

 (15) dispositions of Excluded Property;

 (16) [reserved];

 (17) any lease, license or sublease, sale,
 assignment, conveyance, transfer or other disposition of Excess Property;

 (18) [reserved];

 (19) to the extent constituting an Asset Sale,
 the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in
 connection with a Shared Facilities Agreement or any Commercial Property Association Arrangement
 in connection with a Commercial Property Association Document;

 (20) (i) dispositions of property to
 the extent that such property is exchanged for credit against the purchase price of similar
 replacement property that is promptly purchased, (ii) dispositions of property to the
 extent that the proceeds of such disposition are promptly applied to the purchase price of
 such replacement property (which replacement property is actually promptly purchased) and
 (iii) to the extent allowable under Section 1031 of the Code or comparable law
 or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar
 Business;

 (21) the licensing, sub-licensing or cross-licensing
 of intellectual property or other general intangibles in the ordinary course of business
 or that is immaterial or in connection with Shared Facilities Arrangements or in connection
 with Commercial Property Association Arrangements;

 (22) any disposition of non-revenue producing
 assets to a Person who is providing services related to such assets, the provision of which
 have been or are to be outsourced by the Issuer to such Person;

 (23) any financing transaction with respect
 to Property constructed, acquired, leased, renewed, relocated, expanded, replaced, repaired,
 maintained, upgraded or improved (including any reconstruction, refurbishment, renovation
 and/or development of real property) by the Issuer after the Issue Date;

 (24) the unwinding of any Cash Management
 Obligations or Hedging Obligations;

 (25) any Tax Saving Transactions; and

 (26) any sale of Property if such Property
 constituted, or the acquisition of such Property was funded by, one or several equity contributions
 to the Issuer after the Issue Date.

 In the event that a transaction
(or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a Permitted Investment or an Investment permitted
under Section 4.05 , the Issuer, in its sole discretion, shall be entitled to divide and classify such transaction (or a portion
thereof) as an Asset Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section 4.05 .

 &ldquo; Authorized Officer &rdquo;
means, with respect to (i) delivering an Officer&rsquo;s Certificate pursuant to this Indenture, the chief executive officer, the
president, the chief financial officer, the treasurer, any assistant treasurer, the chief legal officer, the general counsel, the principal
accounting officer, the managing director or any other person of the Issuer having substantially the same responsibilities as the aforementioned
officers, and (ii) any other matter in connection with this Indenture, the chief executive officer, the chief financial officer,
the treasurer, any assistant treasurer, the chief legal officer, the general counsel or a responsible financial or accounting officer
of the Issuer.

 3

 &ldquo; Available Retained
Excess Cash Flow Amount &rdquo; means, on any date of determination, the aggregate amounts remaining after the funds in the Revenue
Account are applied in accordance with clauses (1) through (3) of Section 4.23(f) .

 &ldquo; Bankruptcy Code &rdquo;
means Title 11 of the United States Code entitled &ldquo; Bankruptcy &rdquo;, as now and hereafter in effect, or any successor statute.

 &ldquo; Bankruptcy Law &rdquo;
means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

 &ldquo; Beneficial Owner &rdquo;
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as of the Issue Date. The terms &ldquo; Beneficially
Owns &rdquo;, &ldquo; Beneficially Owned &rdquo; and &ldquo; Beneficial Ownership &rdquo; have a corresponding meaning.

 &ldquo; Board of Directors &rdquo;
means:

 (1) with respect to a corporation, the board
 of directors of the corporation or any committee thereof duly authorized to act on behalf
 of such board;

 (2) with respect to a partnership, the board
 of directors of the general partner of the partnership;

 (3) with respect to a limited liability company,
 the managing member or members or any controlling committee of managing members thereof (or,
 if applicable, the board of directors of the limited liability company or any committee thereof
 duly authorized to act on behalf of such board); and

 (4) with respect to any other Person, the
 board or committee of such Person serving a similar function.

 &ldquo; Buildings &rdquo;
means each of the buildings to be constructed on the Project Site pursuant to the terms of the Data Center Lease.

 &ldquo; Business Day &rdquo;
means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on
which banking institutions located in the State of New York or place of payment of the Notes are authorized or required by law or other
governmental action to close.

 &ldquo; Capital Stock &rdquo;
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

 &ldquo; Cash &rdquo;
means money, currency or a credit balance in any demand account or Deposit Account.

 &ldquo; Cash Equivalents &rdquo;
means any of the following: (a) readily marketable direct obligations of the government of the United States or any agency or instrumentality
thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case
maturing within one (1) year from the date of acquisition thereof; (b) securities issued by any state of the United States
of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one
(1) year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA- or higher from S&P or
Fitch or Aa3 or higher from Moody&rsquo;s (or, if at any time neither S&P, Fitch nor Moody&rsquo;s shall be rating such obligations,
an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing within two
hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or
P-1 from either S&P, Fitch or Moody&rsquo;s (or, if at any time neither S&P, Fitch nor Moody&rsquo;s shall be rating such obligations,
an equivalent rating from another nationally recognized rating service); (d) demand deposits, time deposits, certificates of deposit,
banker&rsquo;s acceptances and time deposits maturing within two hundred seventy (270) days from the date of acquisition thereof issued
or guaranteed by or placed with, and money market deposit accounts or deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of America, any State thereof, any country that is a member of the OECD
or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than $500,000,000; (e) fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in the foregoing clauses
(a) and (b) and entered into with a financial institution satisfying the criteria of the foregoing clause (d); (f) securities
issued by any entity that have a rating of AA+ from S&P or Fitch or Aa1 from Moody&rsquo;s (or, if at any time neither S&P, Fitch
nor Moody&rsquo;s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (g) marketable
short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody&rsquo;s, Fitch or S&P, respectively
(or, if at any time neither Moody&rsquo;s, Fitch nor S&P shall be rating such obligations, an equivalent rating from another rating
agency); and (h) investments in &ldquo;money market funds&rdquo; within the meaning of Rule 2a-7 of the Investment Company
Act of 1940, substantially all of whose assets are invested in investments of the type described in the foregoing clauses (a) through
(f).

 4

 &ldquo; Cash Management
Obligations &rdquo; means (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository,
cash pooling arrangements, electronic fund transfer, treasury services and cash management services, including controlled disbursement
services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant
services, or other cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of
netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations
in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities
arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and
related programs or any automated clearing house transfers of funds).

 &ldquo; Casualty Event &rdquo;
means a casualty event that causes all or a material portion of the Project or the Project Site to be damaged, destroyed or rendered
unfit for normal use for any reason whatsoever, other than (a) ordinary use and wear and tear or (b) any Event of Eminent Domain,
as determined by the Issuer in good faith.

 &ldquo; Change of Control &rdquo;
means the occurrence of any of the following: (a) prior to the Initial Commencement Date, the consummation of any transaction as
a result of which the Issuer becomes aware that any &ldquo;person&rdquo; or &ldquo;group&rdquo; (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) (other than a Permitted Holder) is or becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of Capital Stock of Parent representing more than fifty percent (50%) on a fully
diluted basis of the aggregate voting power represented by the issued and outstanding Capital Stock of Parent; or (b) the consummation
of any transaction as a result of which either (x) prior to the Initial Commencement Date, neither Parent nor any of its Affiliates
has, or (y) on or after the Initial Commencement Date, neither Parent, nor any of its Affiliates nor any Qualified Operator has,
primary operational control, directly or indirectly, with respect to the management or operation of the Project Site.

 Notwithstanding the foregoing,
a transaction in which the Parent becomes a subsidiary of another Person (such Person, the &ldquo;New Parent&rdquo;) shall not constitute
a Change of Control if immediately following the consummation of such transaction, no person, other than a Permitted Holder, the New
Parent or any subsidiary of the New Parent, beneficially owns, directly or indirectly through one or more intermediaries, Capital Stock
of Parent representing more than 50% on a fully diluted basis of the aggregate voting power represented by the issued and outstanding
Capital Stock of Parent.

 Notwithstanding anything
to the contrary in this definition or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed
to beneficially own Capital Stock (x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger
agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until
the consummation of the acquisition of the Capital Stock in connection with the transactions contemplated by such agreement or (y) solely
as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar
agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding
voting stock of Parent owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being
beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred,
(iii) a Person or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as
a result of its ownership of Equity Interests or other securities of such other Person&rsquo;s parent (or related contractual rights)
unless it owns more than 50% of the total voting power of the Capital Stock of such Person&rsquo;s parent and (iv) the right to
acquire Capital Stock (so long as such Person does not have the right to direct the voting of the Capital Stock subject to such right)
or any veto power in connection with the acquisition or disposition of Capital Stock will not cause a party to be a beneficial owner.

 5

 &ldquo; Change of Control
Trigger Event &rdquo; means the occurrence of both a Change of Control and a Ratings Decline.

 &ldquo; Code &rdquo;
means the Internal Revenue Code of 1986, as amended.

 &ldquo; Collateral &rdquo;
means all assets securing or purporting to secure the Notes, including (a) any Equity Interests of the Issuer, (b) all Property
of the Issuer, now owned or hereafter acquired by the Issuer, and (c) the Project Accounts; provided that Excluded Property
and the Adjacent Property shall not constitute Collateral.

 &ldquo; Collateral Agent &rdquo;
means Wilmington Trust, National Association, in its capacity as collateral agent as appointed pursuant to this Indenture and any of
its successors in such capacity.

 &ldquo; Collateral Documents &rdquo;
means the Security Agreement (and any agreement entered into, or required to be delivered, by the Issuer, as applicable, pursuant to
the terms of the Security Agreement in order to perfect the Lien created on any Property pursuant thereto), the HoldCo Pledge Agreement,
the Mortgages, any account control agreement with any bank in respect of the Project Accounts and any other Deposit Account (other than
Excluded Accounts) and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit
of the Notes Secured Parties to secure the obligations and liabilities of the Issuer under any Notes Document.

 &ldquo; Commencement Date &rdquo;
means the &ldquo;Commencement Date&rdquo; as defined in the Data Center Lease in respect of all Critical Power Phases (as defined in
the Data Center Lease).

 &ldquo; Commercial Property
Association &rdquo; means any property that is the subject of any Commercial Property Association Arrangement.

 &ldquo; Commercial Property
Association Arrangement &rdquo; means any Commercial Property Association arrangement, including any formation or subdivision thereof,
that is the subject of any Commercial Property Association Document.

 &ldquo; Commercial Property
Association Documents &rdquo; means any declaration, related by-laws or other Organizational Documents and any and all other documents
and agreements binding upon, governing or otherwise pertaining to any commercial property association, as may be amended, supplemented,
replaced, or modified from time to time; provided that each such Commercial Property Association Document satisfies the following conditions
(as determined by the Issuer in good faith and delivery of a compliance certificate to the Trustee by the Issuer to that effect):

 (a) the sharing of any assets, real estate
 interests or other property does not materially and adversely impact the Issuer&rsquo;s ability
 to perform its obligations under the Notes Documents;

 (b) no Default or Event of Default shall occur
 or would exist after giving effect thereto; and

 (c) entry into such agreement would not reasonably
 be expected to have a Material Adverse Effect.

 &ldquo; Company Order &rdquo;
means a written order signed in the name of the Issuer by one Authorized Officer.

 &ldquo; Construction Period &rdquo; means,
with respect to the Project, the period from the Issue Date until the date on which the &ldquo;Commencement Date&rdquo; (as defined in
the Data Center Lease) has been achieved in respect of all Critical Power Phases (as defined in the Data Center Lease).

 &ldquo; Contractual Obligations &rdquo;
means, as applied to any Person, any provision of any Capital Stock issued by such Person or of any indenture, mortgage, deed of trust,
contract, undertaking, agreement or other instrument to which such Person is a party or by which it or any of its Properties is bound.

 6

 &ldquo; Corporate Trust
Office of the Trustee &rdquo; will be at the address of the Trustee specified in Section 13.01 hereof or such other address
as to which the Trustee may give notice to the Issuer.

 &ldquo; Credit Facility &rdquo;
means, with respect to the Issuer, one or more debt facilities, indentures or other arrangements (including commercial paper facilities
and overdraft facilities) providing for revolving credit loans, term loans, notes, receivables financing (including through the sale
of receivables to institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters
of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid,
increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative
agent and lenders or another administrative agent or agents or other banks, institutions, investors or other similar entities and whether
provided under one or more credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and
letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages
or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting
the generality of the foregoing, the term &ldquo;Credit Facility&rdquo; shall include any agreement or instrument (1) changing the
maturity of any Debt incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers
or guarantors thereunder, (3) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (4) otherwise
altering the terms and conditions thereof.

 &ldquo; Creditworthy Transferee &rdquo;
means a Person that has, or is guaranteed by an entity with, (i) a minimum credit rating (or its equivalent private rating for non-public
entities) from S&P or Fitch of at least AA- with &ldquo;stable&rdquo; ratings outlook or Moody&rsquo;s of Aa2 with &ldquo;stable&rdquo;
ratings outlook, provided that (A) if the respective credit ratings issued by the Rating Agencies differ by one level, then the
higher credit rating shall apply; (B) if the respective credit ratings issued by the Rating Agencies differ by more than one level,
then the credit rating that is one level lower than the highest of such credit ratings shall apply; and (C) if the Creditworthy
Transferee has only one credit rating, then a credit rating that is one level lower than that of such rating shall apply; and (ii) a
tangible net worth equal to or greater than $25.0 billion.

 &ldquo; Custodian &rdquo;
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

 &ldquo; Data Center Campus &rdquo;
means that certain data center campus that contains the Project Site.

 &ldquo; Data Center Lease &rdquo;
means the lease agreement dated March 12, 2026, between the Issuer, as landlord, and the Tenant, as amended by the first amendment
to data center lease agreement dated April 29, 2026, and as may be further amended, supplemented, replaced (including by any Qualifying
Data Center Lease or any novation of the Data Center Lease) or modified from time to time.

 &ldquo; Data Center Lease
Termination Fee &rdquo; means any termination fee payable by the Tenant to the Issuer upon a Data Center Lease Termination Event pursuant
to the Data Center Lease, as applicable.

 &ldquo; Data Center Project &rdquo;
means any data center project, including any projects that are related, ancillary, incidental or complementary to any data center project,
including (without limitation) any projects related to power generation assets or infrastructure.

 7

 &ldquo; Debt &rdquo;
as applied to any Person, means, without duplication, (a) all obligations of such Person for borrowed money; (b) that portion
of obligations with respect to Finance Lease Obligations that is properly classified as a liability on a balance sheet in conformity
with GAAP; (c) all obligations of such Person evidenced by notes, bonds, debentures, drafts or other similar instruments representing
extensions of credit whether or not representing obligations for borrowed money; (d) all obligations of such Person in respect of
the deferred purchase price of property (excluding (i) trade payables, (ii) expenses accrued in the ordinary course of business
and (iii) obligations resulting from take-or-pay contracts entered into in the ordinary course of business) which purchase price
is due more than six (6) months after the date of placing such property in service or taking delivery of title thereto; (e) all
Debt of others secured by any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed;
 provided that the amount of such Debt will be the lesser of (i) the Fair Market Value of such asset as determined by such
Person in good faith on the date of determination and (ii) the amount of such Debt of other Persons; (f) the face amount of
any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings;
and (g) the net mark-to-market exposure of such Person in respect of any exchange traded or over the counter derivative transaction;
 provided that in no event shall (A) deferred compensation arrangements, (B) non-compete or consulting obligations, (C) earn
out obligations until such obligations are earned or mature in accordance with GAAP, (D) asset retirement obligations, (E) any
obligations of the Issuer that arise from the payment of funds to the Issuer pursuant to the terms of any Project Documents (F) working
capital or other adjustments to purchase price or indemnification obligations under purchase agreements (except to the extent that the
amount payable is, or becomes, reasonably determinable and would be reflected on a balance sheet in accordance with GAAP), (G) any
Debt the proceeds of which are held in escrow (but only prior to the release of such proceeds from escrow) and (H) Cash Management
Obligations, in each case of the foregoing clauses (A) through (H), constitute Debt of a Person.

 &ldquo; Debt Service &rdquo;
means, for any period, the sum of any of the following amounts that are payable in cash (without duplication) (a) all scheduled
principal payable (including Installments) during such period in respect of any senior secured or unsecured debt facility, including
the Notes and (b) the amount of interest expense in respect of any senior secured or unsecured debt facility, including the Notes.

 &ldquo; Debt Service Coverage
Ratio &rdquo; means, as of any date, the ratio of (i) the Issuer&rsquo;s estimated Net Operating Income for the next four (4) Fiscal
Quarters (as calculated by the Issuer in good faith) to (ii) the Debt Service required in respect of the Notes during such period
(after giving effect to any repayments, repurchases or other redemptions of the Notes estimated during such period).

 &ldquo; Debt Service Reserve Required Amount &rdquo;
means the sum of:

 (1) on the Issue Date and each Payment Date
 thereafter that occurs during the Construction Period, an amount equal to the sum of: (i) $481,892,625
 (which represents the estimated accrued interest in respect of the Notes during the Construction
 Period), minus the amount of interest that has been paid in respect of the Notes since
 the Issue Date and on or prior to such Payment Date, (ii) 50% of the amount of scheduled
 interest due on the next Payment Date and (iii) 50% of the Installment due on the Amortization
 Commencement Date; and

 (2) on each Payment Date that occurs after
 the Construction Period, an amount equal to the sum of: (i) 50% of the amount of scheduled
 interest due on the next Payment Date and (ii) 50% of the Installment due on the next
 Payment Date.

 &ldquo; Default &rdquo; means any Event of
Default or a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

 &ldquo; Definitive Note &rdquo;
means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not
have the &ldquo;Schedule of Exchanges of Interests in the Global Note&rdquo; attached thereto.

 &ldquo; Deposit Account &rdquo;
means a demand, time, savings, checking, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.

 &ldquo; Depository &rdquo;
means DTC, its nominees and their respective successors.

 &ldquo; Derivative Instrument &rdquo;
with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which
such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person&rsquo;s investment
in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or
cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the
creditworthiness of the Issuer (the &ldquo; Performance References &rdquo;).

 8

 &ldquo; Designated Noncash
Consideration &rdquo; means the Fair Market Value of non-cash consideration received by the Issuer in connection with an Asset Sale
that is so designated as Designated Noncash Consideration pursuant to an Officer&rsquo;s Certificate, less the amount of cash or Cash
Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

 &ldquo; Disqualified Equity
Interests &rdquo; means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it
is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable
(other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or
otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock which are not otherwise Disqualified
Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes
convertible into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Equity Interests, in each case,
prior to the date that is ninety-one (91) days after the maturity date of the Notes. Notwithstanding the preceding sentence, (A) if
such Capital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers
or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case,
in the ordinary course of business of the Issuer or any Subsidiary, such Capital Stock shall not constitute Disqualified Equity Interests
solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations,
and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant
(or their respective Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered Disqualified Equity
Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option,
stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement
that may be in effect from time to time.

 &ldquo; Distribution Account &rdquo;
means any account that holds, among other things, any of the following: (1) any Declined Asset Sale Proceeds, (2) any amounts
received in respect of any Excluded Property, (3) any Excess Termination Fee Funds, (4) any contributions of Property (including
Cash and Cash Equivalents) to the Issuer, (5) any Declined Underbudget Amounts, (6) Excess DSRA Funds, and (7) any amounts
remaining after the funds in the Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(f) .

 &ldquo; Distribution Compliance
Period &rdquo; means the forty (40) day distribution compliance period as defined in Regulation S.

 &ldquo; Dollars &rdquo;
and the sign &ldquo; $ &rdquo; mean the lawful currency of the United States of America.

 &ldquo; DTC &rdquo;
means The Depository Trust Company, its nominees and their successors and assigns.

 &ldquo; Electrical Property &rdquo;
means any Substation and any Switchyard.

 &ldquo; Equity Interests &rdquo;
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).

 &ldquo; Euroclear &rdquo;
means Euroclear Bank SA/NV, as operator of the Euroclear System, and any successor thereto.

 &ldquo; Event of Eminent
Domain &rdquo; means any action, series of actions, omissions or series of omissions by any Governmental Authority (a) by which
such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or a material
portion of the Property of the Issuer (including any Capital Stock of the Issuer) or (b) by which such Governmental Authority assumes
custody or control of the Property (other than immaterial portions of such Property) or business operations of the Issuer or any Capital
Stock of the Issuer, in each case, that is reasonably anticipated to last for more than ninety (90) consecutive days.

 &ldquo; Excess Property &rdquo;
means each of the following and any other property or assets (whether tangible or intangible) related thereto: (i) the Adjacent
Property, (ii) any Electrical Property, (iii) any water rights that are not required for the Project, (iv) any interconnection
capacity (measured in megawatts) not allocated to the Data Center Lease and all other assets, rights and attributes of the Issuer and/or
the Project, as applicable, that are directly related to such unallocated capacity, (v) any assets owned by the Issuer related to
any &ldquo;behind-the-meter&rdquo; solution related to the Project or the Project Site, (vi) any assets or Property (other than
the Building and the Project Site) that is the subject of a Commercial Property Association Arrangement and is not allocated to the Project
or required to be available to the Project pursuant to the Data Center Lease and (vii) any property or assets of the Issuer that
the Issuer determines are not necessary for the development or operation of the Project and which is designated as Excess Property by
the Issuer; provided that concurrently with designating any such property or assets as Excess Property pursuant to this clause (vii),
the Issuer shall obtain a Rating Agency Confirmation.

 9

 &ldquo; Excess Termination
Fee Funds &rdquo; means (i) any funds contained in the Designated Account after the completion of a Termination Fee Offer and
(ii) any Data Center Lease Termination Fee received in respect of a Data Center Lease that is not required to be used in connection
with the Termination Fee Offer relating to the termination of such Data Center Lease.

 &ldquo; Exchange Act &rdquo;
means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

 &ldquo; Excluded Accounts &rdquo;
means (a) (i) trust fund accounts and escrow accounts held exclusively for the benefit of an unaffiliated third party and payroll
accounts, in each case, to the extent solely used for such purpose and (ii) any accounts that hold any Non-Rent Amounts, (b) accounts
maintained solely for the purpose of consummating ordinary course transactions that do not have an average aggregate daily balance which
exceeds $5.0 million, (c) any Distribution Account, (d) after the Commencement Date, the Notes Proceeds Account, (e) deposit
accounts maintained solely as zero balance disbursement accounts other than the Project Accounts and (f) any cash collateral accounts
funded by the Tenant and held for the benefit of any counterparty to Hedging Obligations; provided that, notwithstanding anything
to the contrary in this definition or the Notes Documents and subject to clause (d) of this definition, in no event shall any Project
Account at any time constitute an Excluded Account.

 &ldquo; Excluded Property &rdquo; means:

 (1) any contracts, permits, licenses, leases,
 accounts, general intangibles (other than any capital stock), payment intangibles, chattel
 paper, letter-of-credit rights and promissory notes (including any of its rights or interests
 thereunder) if the grant of such security interest therein shall (i) give any other
 Person party to such contract, permit, license, lease, account, general intangible (other
 than any capital stock), payment intangible, chattel paper, letter of credit or promissory
 note the right to terminate its obligations thereunder, (ii) constitute or result in
 the abandonment, invalidation or unenforceability of any right, title or interest of the
 Issuer in or under such contract, permit, license, lease, account, general intangible (other
 than any capital stock), payment intangible, chattel paper, letter of credit or promissory
 note, (iii) require any consent not obtained under any such contract, permit, license,
 lease, account, general intangible (other than any capital stock), payment intangible, chattel
 paper, letter of credit or promissory note or (iv) constitute or result in a prohibition,
 breach or termination pursuant to the terms of any such contract, permit, license, lease,
 account, general intangible (other than any capital stock), payment intangible, chattel paper,
 letter of credit or promissory note (in each case of clauses (i) through (iv), after
 giving effect to Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (and any successor
 provision or provisions) of any relevant jurisdiction and any other applicable law (including
 the Bankruptcy Code) or principles of equity);

 (2) any contracts, permits, licenses, leases,
 accounts, general intangibles (other than any capital stock), payment intangibles, chattel
 paper, letter-of-credit rights and promissory notes (including any of its rights or interests
 thereunder) to the extent that a security interest therein is prohibited by or in violation
 of any law, rule or regulation or under the terms of such contracts, permits, licenses,
 leases, accounts, general intangibles, payment intangibles, chattel paper, letter-of-credit
 rights and promissory notes applicable to the Issuer (other than to the extent that any such
 prohibition or violation would be rendered ineffective pursuant to Sections 9-406, 9-407,
 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction
 or any other applicable law (including the Bankruptcy Code) or principles of equity) or which
 would require governmental (including regulatory) consent; provided that any such
 property described in this paragraph (2) and the foregoing paragraph (1) shall
 constitute Excluded Property only to the extent and for so long as the consequences specified
 above shall exist and shall cease to be Excluded Property and shall become subject to the
 Lien granted under the Collateral Documents, immediately and automatically, at such time
 as no such consequences shall exist;

 10

 (3) all motor vehicles, vessels, cars, trucks,
 trailers, aircraft, rolling stock, construction and earthmoving equipment and any other assets
 subject to a certificate of title law of any state (other than to the extent a security interest
 therein can be perfected by the filing of a UCC-1 financing statement);

 (4) assets subject to Finance Lease Obligations,
 purchase money financing and cash to secure letter of credit reimbursement obligations to
 the extent such Finance Lease Obligations, purchase money financing or letters of credit
 are not prohibited under this Indenture and the terms thereof prohibit a grant of a security
 interest therein;

 (5) Excluded Accounts;

 (6) any letter-of-credit right to the extent
 a security interest in such letter-of-credit right cannot be perfected by a filing of a UCC
 financing statement (it being understood that no actions shall be required to perfect a security
 interest in letter-of-credit rights, other than the filing of a UCC financing statement);

 (7) any commercial tort claim;

 (8) any intent-to-use application for registration
 of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. &sect; 1051,
 prior to the filing of a &ldquo;Statement of Use&rdquo; pursuant to Section 1(d) of
 the Lanham Act or an &ldquo; Amendment to Allege Use &rdquo; pursuant to Section 1(c) of
 the Lanham Act with respect thereto, to the extent, if any, that, and solely during the period,
 if any, in which, the grant of a security interest therein would impair the validity or enforceability
 of any registration that issues from such intent-to-use trademark application under applicable
 federal law;

 (9) to the extent pledged to a commodity counterparty,
 such as an energy manager or fuel supplier in the ordinary course of business, accounts receivable
 (and accounts into which the proceeds of such accounts receivable are deposited, including
 &ldquo;lockbox&rdquo; and similar accounts) owed by any Person to the Issuer for the purchase
 of electric energy and other related products or services (but excluding, as of any date,
 any such accounts receivable, accounts or proceeds held by or pledged to such commodity counterparty
 in excess of fifty-five (55) days as of such date);

 (10) margin, clearing or similar accounts
 with or on behalf of brokers, credit clearing organizations, independent system operators,
 regional transmission organizations, pipelines, state agencies, federal agencies, futures
 contract brokers, exchanges related to the trading of energy (including the Intercontinental
 Exchange), customers, trading counterparties, or any other parties or issuers of surety bonds
 and any proceeds thereof, in the ordinary course of business;

 (11) &ldquo;Margin Stock&rdquo; within the
 meaning of Regulation U of the Board of Governors of the Federal Reserve System (as in effect
 from time to time);

 (12) any Real Estate Asset with a Fair Market
 Value (as determined in good faith by the Issuer) of less than $5.0 million or with respect
 to which the Issuer shall have reasonably determined that the costs (including recording
 Taxes and filing fees) of creating and perfecting a Lien on such Real Estate Asset are excessive
 in relation to the value of the security afforded thereby or where the Issuer reasonably
 determines that perfection would not be customary for similarly situated project financings;

 (13) any particular assets if the creation
 or perfection of pledges of, or security interests in, any property or assets would result
 in material adverse tax consequences to the Issuer, or any direct or indirect parent entity
 of the Issuer, as reasonably determined by the Issuer in good faith;

 11

 (14) any particular assets if the Issuer reasonably
 determines that the burden, cost or consequences (including any adverse tax consequences)
 of creating or perfecting such pledges or security interests therein are excessive in relation
 to the practical benefits to be obtained therefrom by the Notes Secured Parties;

 (15) any assets sold or otherwise transferred
 to any Person other than the Issuer in compliance with the Notes Documents;

 (16) any distribution or other Restricted
 Payments which the Issuer in turn distributes to any parent company or any other Person upon
 any such distribution; provided that such distribution or other Restricted Payment
 to any parent company or any such other Person is made pursuant to, or otherwise in accordance
 with, the terms of this Indenture;

 (17) any Excess Property;

 (18) [reserved];

 (19) any governmental licenses or state or
 local franchises, charters and authorizations, to the extent a security in any such license,
 franchise, charter or authorization is prohibited or restricted thereby after giving effect
 to the anti-assignment provision of the Uniform Commercial Code and other applicable law,
 other than proceeds and receivables thereof, the assignment of which is expressly deemed
 effective under the Uniform Commercial Code or other applicable law notwithstanding such
 prohibition or restriction; and

 (20) any Declined Asset Sale Proceeds, any
 Declined Underbudget Amounts and any Excess Termination Fee Funds;

 provided that, in no event shall
the Capital Stock issued by the Issuer constitute Excluded Property.

 &ldquo; Fair Market Value &rdquo;
means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity
of either party, determined in good faith by an authorized officer of the Issuer.

 &ldquo; Finance Lease Obligations &rdquo;
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as finance leases on a balance sheet of such Person under GAAP; provided that (x) the amount of such obligations shall be
the amount thereof determined in accordance with GAAP and (y) the final maturity of such obligations shall be the date of the last
payment due under such lease (or other arrangement) before such lease (or other arrangement) may be terminated by the lessee without
payment of a premium or penalty.

 &ldquo; First Lien Intercreditor
Agreement &rdquo; means a first lien intercreditor agreement substantially in the form of Exhibit D , as the same may be
amended, modified or supplemented from time to time.

 &ldquo; Fiscal Quarter &rdquo;
means a fiscal quarter of any Fiscal Year.

 &ldquo; Fiscal Year &rdquo;
means a fiscal year of the Issuer ending on December 31 of each calendar year.

 &ldquo; Fitch &rdquo;
means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

 &ldquo; Fixed GAAP Date &rdquo;
means the Issue Date; provided that at any time after the Issue Date, the Issuer may, by written notice to the Trustee, elect
to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for
all periods beginning on and after the date specified in such notice.

 12

 &ldquo; Fixed GAAP Terms &rdquo;
means (a) the definitions of the terms &ldquo;Finance Lease Obligations&rdquo;, &ldquo;Debt&rdquo;, and &ldquo;debt for borrowed
money&rdquo;, including any future changes in GAAP that would require lease (or &ldquo;synthetic lease&rdquo;) obligations to be included
as Debt on the Issuer&rsquo;s balance sheet, (b) all defined terms in this Indenture to the extent used in or relating to any of
the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or
provision of this Indenture that may be specified by the Issuer by written notice to the Trustee from time to time; provided that
the Issuer may elect to remove any term from constituting a Fixed GAAP Term.

 &ldquo; Full Budgeted Cost
of Construction &rdquo; means the total budgeted costs to develop the Project (inclusive of property acquisition costs, interest expected
to accrue on any Debt related to the Project during the Construction Period, the Debt Service Reserve Required Amount, and any financing
and other fees, expenses and payments in connection with the construction of the Project and the issuance of any Debt related thereto),
as determined by the Issuer in good faith.

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles in the United States of America, as in effect on the applicable Fixed GAAP Date consistently
applied.

 &ldquo; Global Note Legend &rdquo;
means the legend set forth in Section 2.06(g)(2) , which is required to be placed on all Global Notes issued under this Indenture.

 &ldquo; Global Notes &rdquo;
means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto, issued in accordance
with Section 2.01 hereof.

 &ldquo; Government Securities &rdquo;
means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof)
for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the Issuer&rsquo;s option.

 &ldquo; Governmental Authority &rdquo;
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency
or instrumentality or political subdivision thereof, any entity, officer or examiner exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United
States, the United States or, to the extent applicable and legally binding, a foreign entity or government or any securities exchange
(including any supra-national bodies such as the European Union or the European Central Bank), any self-regulatory organization (including
the National Association of Insurance Commissioners) and any applicable regional transmission organization or independent system operator
as approved by the Federal Energy Regulatory Commission (FERC) or the North American Electric Reliability Corporation (NERC), including
PJM Interconnection, LLC.

 &ldquo; Governmental Authorization &rdquo;
means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration
or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

 &ldquo; Hedging Obligations &rdquo;
means, with respect to any Person, the obligations of such Person under (1) any power hedges, rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar agreements
or transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not
any such transaction is governed by or subject to any master agreement, and (2) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any
such master agreement, together with any related schedules, a &ldquo; Master Agreement &rdquo;), including any such obligations
or liabilities under any Master Agreement.

 13

 &ldquo; HoldCo &rdquo;
means Beacon Point Holding LLC, a Delaware limited liability company, and each of its successors and assigns.

 &ldquo; HoldCo Pledge Agreement &rdquo;
means that certain pledge agreement, dated as of the Issue Date, by and between HoldCo and the Collateral Agent relating to the pledge
by HoldCo of its Equity Interests of the Issuer, as the same may be amended, supplemented, restated, replaced or modified from time to
time.

 &ldquo; Holder &rdquo;
means the Person in whose name a Note is registered on the registrar&rsquo;s books; provided , however , that in connection
with the giving of any consent, instruction or authorization for purposes of the provisions in accordance with Article 9 ,
beneficial owners of interests in a Note may constitute &ldquo;Holders&rdquo;, and in connection therewith, the Issuer, the Trustee,
any Authorized Officer signing an Officer&rsquo;s Certificate and any counsel delivering an Opinion of Counsel shall be permitted to
rely in good faith on customary certificates of beneficial ownership as evidence of holdings of such interests (without, for the avoidance
of doubt, DTC proxies, medallion-stamped guarantees or other similar evidence).

 &ldquo; Immediate Family
Members &rdquo; means with respect to any individual, such individual&rsquo;s child, stepchild, grandchild or more remote descendant,
parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law
and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above and any trust,
partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private
foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the
donor.

 &ldquo; Independent Financial
Advisor &rdquo; means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing.

 &ldquo; Indirect Participant &rdquo;
means a Person who holds a beneficial interest in a Global Note through a Participant.

 &ldquo;Initial Commencement
Date &rdquo; means the &ldquo;Commencement Date&rdquo; as defined in the Data Center Lease in respect of the first Critical Power
Phase (as defined in the Data Center Lease).

 &ldquo; Initial Notes &rdquo;
means the $4,250,000,000 aggregate principal amount of 6.129% Senior Secured Notes due 2042 issued under this Indenture on the Issue
Date.

 &ldquo; Insolvency or Liquidation
Proceeding &rdquo; means:

 (1) any voluntary or involuntary case or proceeding
 under any Bankruptcy Law with respect to the Issuer;

 (2) any other voluntary or involuntary insolvency,
 reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
 or other similar case or proceeding with respect to the Issuer or with respect to a material
 portion of their respective assets;

 (3) any liquidation, dissolution, reorganization
 or winding up of the Issuer whether voluntary or involuntary and whether or not involving
 insolvency or bankruptcy; or

 (4) any assignment for the benefit of creditors
 or any other marshalling of assets and liabilities of the Issuer.

 &ldquo; Intellectual Property &rdquo;
means the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights and registrations
and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress
and registrations and applications for registration thereof, (c) patents, as well as any reissued and reexamined patents and extensions
corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications
and patents issuing therefrom and (d) trade secrets and confidential information, including proprietary designs, concepts, compilations
of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

 14

 &ldquo; Investment &rdquo;
means (a) any direct or indirect purchase or other acquisition by the Issuer of, or of a beneficial interest in, any of the Securities
of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by the Issuer from
any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business)
or capital contributions by the Issuer to any other Person, including all indebtedness and accounts receivable from that other Person
that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment
shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write ups, write downs or write offs with respect to such Investment; provided that any returns or distributions
of capital or repayment of principal received by such other Person with respect thereto shall reduce the amount of an Investment; provided,
further, that if a distribution reduces the amount of an Investment below zero, then such amount will be deemed to be zero Dollars,
but the Issuer may count the unused portion of the distribution against future Investments.

 &ldquo; Issue Date &rdquo;
means June 9, 2026.

 &ldquo; Issue Date Budget &rdquo;
means the financial model provided by the Issuer to the initial purchasers of the Notes on or prior to the Issue Date, in accordance
with which the &ldquo;Illustrative Cash Flows&rdquo; set forth in the Offering Memorandum have been prepared.

 &ldquo; Issuer &rdquo;
has the meaning specified in the preamble hereto until a successor replaces it pursuant to the applicable provisions of this Indenture,
and thereafter &ldquo;Issuer&rdquo; shall mean such successor Issuer.

 &ldquo; Joint Venture &rdquo;
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that
in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

 &ldquo; Laws &rdquo;
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental Authority.

 &ldquo; Lien &rdquo;
means, with respect to any property or asset, any mortgage, pledge, security interest, encumbrance or lien of any kind in the nature
of security or any other agreement or arrangement having a similar effect ; provided that in no event shall an operating lease
be deemed to constitute a Lien. For the avoidance of doubt, &ldquo;Lien&rdquo; shall not include any netting or set-off arrangements
under any Contractual Obligation (other than any Contractual Obligation constituting debt for borrowed money) otherwise permitted under
the terms of this Indenture.

 &ldquo; Loan to Cost Ratio &rdquo;
means, at any time, the ratio (expressed as a percentage) of (i) the total outstanding Debt for borrowed money of the Issuer designated
by the Issuer as Debt related to the Project, less Cash and Cash Equivalents of the Issuer and any Net Operating Income reasonably expected
to be generated by the Issuer prior to the Commencement Date (other than (i) amounts maintained in the Notes Proceeds Account from
the issuance of the Notes on the Issue Date and (ii) the net proceeds of any Debt that is incurred after the Issue Date solely in
reliance on a Loan to Cost Ratio calculation) to (ii) the aggregate amount of all costs, fees and expenses incurred or reasonably
expected to be incurred by the Issuer with respect to the development, construction, financing, operation and leasing of the Project
(as determined by the Issuer in good faith) as of the date of determination.

 &ldquo; Long Derivative
Instrument &rdquo; means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations
under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,
and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

 15

 &ldquo; Management Group &rdquo;
means the group consisting of the directors, executive officers and other management personnel (and their respective Immediate Family
Members) of the Parent on the Issue Date, including any Person the Equity Interests of which (or in the case of a trust, the beneficial
interests of which) are majority owned by any of the foregoing.

 &ldquo; Margin Stock&rdquo;
 has the meaning specified in Regulation U.

 &ldquo; Market Capitalization &rdquo;
means an amount equal to (a) the total number of issued and outstanding shares of common Equity Interests of a Person (or any direct
or indirect parent entity) on the date of its assumption of a Data Center Lease, multiplied by (b) the arithmetic mean of
the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests
are traded for the thirty (30) consecutive trading days immediately preceding the date of assumption of a Data Center Lease.

 &ldquo; Market Intercreditor
Agreement &rdquo; means an intercreditor or subordination agreement or arrangement (which may take the form of a &ldquo;waterfall&rdquo;
or similar provision) the terms of which are either (a)(i) consistent with market terms governing intercreditor arrangements for
the sharing or subordination of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable
agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii) taken as a whole, not
materially less favorable to the Holders of the Notes than the terms of any Acceptable Intercreditor Agreement governing similar priorities
that is then in effect, in each case as determined by the Issuer in good faith or (b) in the event an &ldquo;Acceptable Intercreditor
Agreement&rdquo; has been entered into after the Issue Date meeting the requirement of the preceding clause (a), the terms of which are,
taken as a whole, not materially less favorable to the Holders of the Notes than the terms of such Acceptable Intercreditor Agreement
to the extent such agreement governs similar priorities, in each case of the foregoing clauses (a) or (b) as determined by
the Issuer in good faith.

 &ldquo; Material Adverse
Effect &rdquo; means a material adverse effect on (a) the business, assets, financial condition or results of operations of the
Issuer, (b) the ability of the Issuer to fully and timely perform its Obligations under the Notes Documents or (c) the rights
and remedies of the Holders, taken as a whole, under the Notes Documents.

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. or any successor thereof.

 &ldquo; Mortgaged Property &rdquo;
means all Real Estate Assets of the Issuer subject to the Mortgages.

 &ldquo; Mortgages &rdquo;
mean, collectively, the mortgages, deeds of trust, deeds to secure debt and other security documents (including amendments to any of
the foregoing) delivered with respect to Real Estate Assets, as amended, supplemented or otherwise modified from time to time including
all such changes as may be required to account for local law matters.

 &ldquo; Nationally Recognized
Statistical Rating Organization &rdquo; means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62)
under the Exchange Act.

 &ldquo; Net Cash Proceeds &rdquo;
means:

 (1) with respect to any proceeds of or under
 any casualty or property insurance, indemnity, condemnation awards, warranty or guaranty
 (including any proceeds received from business interruption insurance, or payments in lieu
 thereof) received by the Issuer in connection with the occurrence of any Casualty Event or
 Event of Eminent Domain, the sum of Cash and Cash Equivalents received by the Issuer in connection
 with such Casualty Event or Event of Eminent Domain net of the sum of (A) all reasonable
 out of pocket costs and expenses (including legal and accounting fees and expenses, underwriting
 discounts, investment banking fees, commissions, collection expenses and other customary
 transaction costs) paid or reasonably estimated to be payable by the Issuer in connection
 with such event or with the collection, enforcement, negotiation, consummation, settlement,
 proceedings, administration or other activity related to the receipt or collection of the
 relevant proceeds, (B) federal, state, provincial, foreign and local Taxes reasonably
 estimated to be actually payable within the current or the immediately succeeding tax year
 as a result of any gain recognized in connection therewith (including any Permitted Tax Distribution
 Amount) and (C) the amount of any reserves established by the Issuer to fund contingent
 liabilities reasonably estimated to be payable, in each case, that are directly attributable
 to such event (as determined reasonably and in good faith by an officer of the Issuer); and

 16

 (2) with respect to any Asset Sale (including
 in connection with issuance of Capital Stock), the sum of the Cash and Cash Equivalents received
 by the Issuer in respect of such Asset Sale (including any cash received in respect of or
 upon the sale or other disposition of any Designated Noncash Consideration received in any
 Asset Sale and any cash payments received by way of deferred payment of principal pursuant
 to a note or installment receivable or otherwise, but only as and when received, but excluding
 the assumption by the acquiring person of Debt relating to the disposed assets or other consideration
 received in any other non-cash form), net of the costs relating to such Asset Sale or the
 applicable asset and the sale or disposition of such Designated Noncash Consideration (including,
 without limitation, legal, accounting and investment banking fees, payments made in order
 to obtain a necessary consent or required by applicable law, payments to employees and brokerage
 and sales commissions), taxes paid or payable (in the good faith determination of the Issuer)
 as a result thereof (including any tax distributions), amounts required to be applied to
 the repayment of principal, premium (if any) and interest on Debt required (other than with
 respect to the Notes) to be paid as a result of such transaction, required payments of other
 obligations relating to the applicable asset, any deduction of appropriate amounts to be
 provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated
 with the asset disposed of in such transaction and retained by the Issuer after such sale
 or other disposition thereof, including, without limitation, pension and other post-employment
 benefit liabilities and liabilities related to environmental matters or against any indemnification
 obligations associated with such transaction and payments made to holders of non-controlling
 interests in non-wholly owned subsidiaries as a result of such Asset Sale.

 &ldquo; Net Operating Income &rdquo;
means, for any applicable period, (x) all revenues, payments, cash and proceeds and all other amounts generated from the Project
(other than the Data Center Lease Termination Fee and, for the avoidance of doubt, any amounts received in respect of any Excluded Property),
in each case that are received by the Issuer and any of its Subsidiaries for such period, minus (y) all operating expenses
that are reflected on the consolidated income statement of the Issuer for such period (and excluding, for the avoidance of doubt, any
income taxes (other than any Permitted Tax Distribution Amount) or Debt Service paid during such period, all Pass Through Operating Expenses,
and any other expenses for which the Issuer has the right to obtain reimbursement from any third party, including the Tenant under the
Data Center Lease); provided that, in respect of the first three fiscal quarters after the Initial Commencement Date, any calculation
of the Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered
or deemed delivered to the Trustee shall be calculated by applying the Net Operating Income Adjustments.

 &ldquo; Net Operating Income
Adjustments &rdquo; means:

 (i) in the case of the
first quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and (y) four;

 (ii) in the case of
the second quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding
quarter and (y) two; and

 (iii) in the case of
the third quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding
two quarters and (y) one and one-third.

 &ldquo; Net Short &rdquo;
means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative
Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of
such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy
Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions)
to have occurred with respect to the Issuer immediately prior to such date of determination.

 17

 &ldquo;Notes &rdquo;
means the Initial Notes and any Additional Notes.

 &ldquo; Notes Documents &rdquo;
means this Indenture, the Notes and the Collateral Documents.

 &ldquo; Notes Obligations &rdquo;
means the Obligations under the Notes and the other Notes Documents.

 &ldquo; Notes Secured Parties &rdquo;
means the Holders, the Trustee and the Collateral Agent. &ldquo; Notes Secured Party &rdquo; shall have a correlative meaning.

 &ldquo; Obligations &rdquo;
means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit,
whether or not drawn), interest, fees and expenses (including, to the extent legally permitted, all interest, fees and expenses accrued
thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even
if such interest, fees and expenses is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), settlement
payments, termination payments, margin payments, penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees,
other liabilities, amounts payable, or obligations under the Notes Documents or other obligations in respect thereof.

 &ldquo; Offering Memorandum &rdquo;
means the Offering Memorandum, dated June 4, 2026, related to the issuance and sale of the Initial Notes.

 &ldquo; Officer &rdquo;
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Assistant
Secretary or any Vice-President of such Person.

 &ldquo; Officer&rsquo;s
Certificate &rdquo; means a certificate signed on behalf of the Issuer by an Authorized Officer that meets the requirements set forth
in this Indenture.

 &ldquo; Opinion of Counsel &rdquo;
means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.03
herein. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

 &ldquo; Organizational
Documents &rdquo; means (a) with respect to any corporation, its certificate or articles of incorporation or organization and
its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with
respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its articles
of organization, and its operating agreement. In the event any term or condition of this Indenture or any other Notes Document requires
any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such &ldquo; Organizational
Document &rdquo; shall only be to a document of a type customarily certified by such governmental official.

 &ldquo; Parent &rdquo;
means Hut 8 Corp., a Delaware corporation, and shall include its successors and assigns.

 &ldquo; Participant &rdquo;
means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream,
respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

 &ldquo; Pass Through Operating
Expenses &rdquo; means all operating expenses relating to the Project, including, without limitation, all expenditures in respect
of the payment of taxes (other than any Permitted Tax Distribution Amounts), operating, repair and maintenance expenses, administrative
expenses, insurance, management fees, amounts owing under intercompany contracts among the Issuer, in each case that are paid for by
Parent or an Affiliate of Parent (other than the Issuer) for the benefit of the Issuer.

 &ldquo; Patriot Act &rdquo;
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended).

 18

 &ldquo; Paying Agent &rdquo;
means the office or agency where Notes may be presented for payment. The term &ldquo;Paying Agent&rdquo; includes any additional paying
agent.

 &ldquo; Payment Date &rdquo;
means on May 30 and November 30 of each year, beginning on November 30, 2026.

 &ldquo; Permitted Asset
Swap &rdquo; means the substantially concurrent purchase and sale or exchange, including as a deposit for future purchases, of Related
Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer and another Person ; provided
that any cash or Cash Equivalents received must be applied in accordance with Section 4.13 .

 &ldquo;Permitted Holder&rdquo;
 means, at any time, each of (i) the Management Group, (ii) any Person that, directly or indirectly, holds or acquires 100%
of the total voting power of the Capital Stock of Parent, and of which no other Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more
than 50% of the total voting power of the Capital Stock thereof, (iii) any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) of which any of the foregoing or any Permitted Holder specified in the last sentence
of this definition are members and any member of such group; provided that, in the case of such group and any member of such group
and without giving effect to the existence of such group or any other group, no Person or other group (other than the Permitted Holders
specified in clauses (i), (ii) and (iv) of this definition) owns, directly or indirectly, more than 50% of the total voting
power of the voting stock of Parent held by such group and (iv) any New Parent and its subsidiaries. Any Person or group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) whose acquisition of beneficial ownership
or assets or properties of Parent constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in
accordance with the requirements of this Indenture will thereafter, together with its Affiliates (other than any portfolio company of
such Person or group), constitute an additional Permitted Holder.

 &ldquo; Permitted Investments &rdquo;
shall mean:

 (1) [reserved];

 (2) (x) Investments existing on the Issue
 Date or as contemplated by the Issue Date Budget; provided that the amount of any
 such Investment has not increased from the amount of such Investment on the Issue Date or
 as contemplated in the Issue Date Budget, except (A) by capitalized amounts related
 to unpaid accrued interest and/or premium, (B) pursuant to the terms of such Investment
 as in effect on the Issue Date or as contemplated in the Issue Date Budget or (C) as
 otherwise permitted under this Indenture and (y) guarantees of Debt not prohibited under
 Section 4.04 and (other than with respect to Debt) guarantees, keepwells and
 similar arrangements in the ordinary course of business, and performance guarantees and contingent
 obligations with respect to obligations that are not prohibited by this Indenture;

 (3) Investments in Cash and Cash Equivalents
 (or that were Cash Equivalents at the time when made) and Government Securities;

 (4) Investments (x) (a) received
 in settlement, compromise or resolution of debts created in the ordinary course of business,
 (b) in exchange for any other Investment or accounts receivable, endorsements for collection
 or deposit held by the Issuer, (c) as a result of foreclosure, perfection or enforcement
 of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization
 or similar arrangement including upon the bankruptcy or insolvency of a debtor or litigation,
 arbitration or other disputes or otherwise with respect to any secured Investment or other
 transfer of title with respect to any secured Investment in default and (y) deposits,
 prepayments and other credits to suppliers made in the ordinary course of business consistent
 with the past practices of the Issuer;

 (5) loans and advances to officers, directors
 and employees of the Issuer made in the ordinary course of business in an aggregate principal
 amount not to exceed $750,000 at any time outstanding;

 (6) to the extent constituting Investments:
 any Liens not prohibited by Section 4.06 ; any Debt not prohibited by Section 4.04 ;
 any dispositions not prohibited by Section 4.13 ; any transactions not prohibited
 by Article 5 ; any Affiliate Transactions not prohibited by Section 4.18 ;
 and any Restricted Payments not prohibited by Section 4.05 ;

 19

 (7) demand or deposit accounts with banks
 or other financial institutions to the extent not prohibited under this Indenture;

 (8) with respect to any Casualty Event or
 Event of Eminent Domain, the application of any related Net Cash Proceeds to purchase any
 Property useful in the business of the Issuer or the Project, as applicable (or, in the case
 of a Casualty Event, used to replace damaged or destroyed assets), in accordance with the
 terms of the Transaction Documents;

 (9) guarantees by the Issuer of leases or
 of other obligations, in each case, entered into in the ordinary course of business and payments
 thereon or Investments in respect thereof in lieu of such payments;

 (10) following the occurrence of the Commencement
 Date, in addition to Investments permitted by clauses (1) through (31) of this definition,
 the Issuer may make additional loans, advances and other Investments to or in a Person (including
 a joint venture) in an aggregate amount for all loans, advances and other Investments made
 pursuant to this clause (10) at any one time outstanding not to exceed 30.0% of Net
 Operating Income for the most recently ended four full fiscal quarters for which financial
 statements have been delivered or deemed delivered to the Trustee;

 (11) to the extent the Issuer may make any
 Restricted Payment, the Issuer may make an Investment in lieu thereof; provided that
 such Investment shall be treated as if it were made as a Restricted Payment for purposes
 of testing compliance with Section 4.05 ;

 (12) to the extent constituting an Investment,
 buybacks of any Debt permitted to be incurred pursuant to Section 4.04 ;

 (13) Investments in a Person made pursuant
 to, or in connection with, the Transaction Document or financed with proceeds or a return
 on capital or distribution or repayment of principal received from a Permitted Investment;

 (14) following the occurrence of the Commencement
 Date, Investments in Joint Ventures or Similar Businesses (in each case, valued in good
 faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this
 clause (14), an amount that would cause the ratio of (i) (x) the aggregate principal
 amount of all outstanding Debt of the Issuer as of an applicable date of determination minus
 (y) the amount of Cash or Cash Equivalents that would be stated on the balance sheet
 of the Issuer as of such date of determination, to (ii) the Net Operating Income of
 the Issuer, to exceed 3.00 to 1.00 on a pro forma basis for such Investment;

 (15) any Investment in securities or other
 assets not constituting Cash or Cash Equivalents and received in connection with an Asset
 Sale or any other disposition of assets not constituting an Asset Sale not prohibited under
 this Indenture;

 (16) any Investments in the Project, including
 any Investments related to the construction of the Project and, to the extent constituting
 an Investment, any transactions required pursuant to the Project Documents;

 (17) to the extent constituting an Investment,
 the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in
 connection with a Shared Facilities Agreement or any Commercial Property Association Arrangement
 in connection with a Commercial Property Association Document;

 (18) any Investment related to Excess Property;

 20

 (19) Investments in receivables owing to the
 Issuer;

 (20) Investments in payroll, travel, entertainment,
 relocation, moving related and similar advances;

 (21) [reserved];

 (22) Hedging Obligations;

 (23) pledges or deposits with respect to leases
 or utilities provided to third parties in the ordinary course of business or Liens otherwise
 described in the definition of &ldquo;Permitted Liens&rdquo; or made in connection with Liens
 permitted under Section 4.06 ;

 (24) Investments consisting of (i) purchases
 or other acquisitions of inventory, supplies, materials, equipment and similar assets or
 (ii) licenses, sublicenses, crosslicenses, leases, subleases, assignments, contributions
 or other Investments of intellectual property or other intangibles or services in the ordinary
 course of business and any other Investments made in connection therewith;

 (25) Investments consisting of earnest money
 deposits required in connection with a purchase agreement, or letter of intent, or other
 acquisitions to the extent not otherwise prohibited by this Indenture;

 (26) any Investment to the extent made using
 Capital Stock of any parent of the Issuer as consideration;

 (27) repurchases of any Debt of the Issuer;

 (28) guaranty and indemnification obligations
 arising in connection with surety bonds;

 (29) Investments (a) consisting of purchases
 and acquisitions of assets or services in the ordinary course of business, (b) made
 in the ordinary course of business in connection with obtaining, maintaining or renewing
 client, franchisee and customer contracts and loans or (c) advances, loans, extensions
 of credit (including the creation of receivables) or prepayments made to, and guarantees
 with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors
 and licensees in the ordinary course of business;

 (30) Investments in prepaid expenses, negotiable
 instruments held for collection and lease, utility and workers compensation, performance
 and similar deposits entered into as a result of the operations of the business in the ordinary
 course of business; and

 (31) Investments consisting of UCC Article 3
 endorsements for collection or deposit and Article 4 trade arrangements with customers
 (or any comparable or similar provisions in other applicable jurisdictions) in the ordinary
 course of business.

 &ldquo; Permitted Liens &rdquo;
means, with respect to the Issuer:

 (1) Liens for Taxes;

 (2) materialmen&rsquo;s, mechanics&rsquo;,
 carriers&rsquo;, workers&rsquo;, repairmen&rsquo;s, employees&rsquo; or other like Liens,
 arising in the ordinary course of business or in connection with the construction, operation
 and maintenance of the Property of the Issuer, which do not in the aggregate materially detract
 from the value of the Property to which they are attached or materially impair the use thereof
 or for amounts not yet overdue for a period of more than ninety (90) days or which are being
 contested in good faith by appropriate proceedings;

 (3) Liens incurred in the ordinary course
 of business in connection with workers&rsquo; compensation, unemployment insurance and other
 types of social security, or to secure the performance of tenders, statutory obligations,
 surety and appeal bonds (other than bonds related to judgment or litigation to the extent
 such judgment or litigation constitutes an Event of Default), bids, leases, government contracts,
 trade contracts, performance and return of money bonds and other similar obligations (exclusive
 of obligations for the payment of debt for borrowed money), so long as no foreclosure, sale
 or similar proceedings have been commenced with respect to any material portion of Property
 of the Issuer;

 21

 (4) Liens in respect of Tax Saving Transactions;

 (5) easements, rights-of-way, restrictions,
 title imperfections, survey exceptions, trackage rights, licenses, leases, special assessments,
 rights-of-way, covenants, conditions, restrictions, declarations, encroachments, encumbrances,
 other defects or irregularities in title and similar matters if the same do not have a materially
 adverse effect on the operation or use of such property in the ordinary course of the business
 of the Issuer;

 (6) any lien or interest or title of a lessor
 or sublessor arising by statute or under any lease ( provided that any landlord lien
 on any Real Estate Asset shall be required to be waived or subordinated to the Liens securing
 the Notes) of real estate not prohibited hereunder;

 (7) purported Liens evidenced by the filing
 of precautionary UCC financing statements relating solely to operating leases of personal
 property entered into in the ordinary course of business;

 (8) Liens in favor of customs and revenue
 authorities arising as a matter of law to secure payment of customs duties in connection
 with the importation of goods;

 (9) encumbrances on real property in the nature
 of any zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions
 or any other conditions imposed by any Governmental Authority on any Real Estate Asset, if
 the same does not have a materially adverse effect on the operations or use of such Real
 Estate Asset in the ordinary course of the business of the Issuer;

 (10) non-exclusive outbound licenses of patents,
 copyrights, trademarks and other Intellectual Property rights granted by the Issuer in the
 ordinary course of business and not interfering in any respect with the ordinary conduct
 of or materially detracting from the value of the business of the Issuer;

 (11) Liens to secure Debt permitted pursuant
 to Section 4.04(a)(1) solely to the extent, and with the priority relative
 to the Notes, permitted by such clause;

 (12) Liens under the Collateral Documents
 with respect to the Notes ; provided that such Liens only secure Debt permitted
 pursuant to Section 4.04(a)(2)(x) ;

 (13) purchase money Liens upon or in real
 property or equipment acquired or held by the Issuer in the ordinary course of business securing
 the purchase price of such property or equipment or to secure Debt incurred solely for the
 purpose of financing the acquisition, construction or improvement of any such property or
 equipment to be subject to such Liens, or Liens existing on any such property or equipment
 at the time of acquisition (other than any such Liens created in contemplation of such acquisition
 that do not secure the purchase price), or existing on any such property or equipment of
 any Person that is merged or consolidated with or into the Issuer, or extensions, renewals
 or replacements of any of the foregoing for the same or a lesser amount; provided
 that no such Lien shall extend to or cover any property other than the property or equipment
 being acquired, constructed or improved (other than improvements, accessions or proceeds
 in respect thereof and assets fixed or appurtenant thereto), and no such extension, renewal
 or replacement shall extend to or cover any property not theretofore subject to the Lien
 being extended, renewed or replaced; and provided , further, that the aggregate
 principal amount of the Debt secured by Liens permitted by this clause (13) shall not exceed
 the amount permitted under Section 4.04(a)(8) at any time outstanding;

 22

 (14) Liens solely on any cash earnest money
 deposits, escrow arrangements or similar arrangements made by the Issuer in connection with
 any letter of intent or purchase agreement for any acquisition or other transaction not prohibited
 under this Indenture;

 (15) in respect of the Issuer, Liens arising
 out of judgments or awards (or the payment of money not constituting an Event of Default
 under Section 6.01(7) ) or securing appeal or other surety bonds related to such
 judgments or awards, to the extent such judgments do not otherwise constitute an Event of
 Default under Section 6.01 ;

 (16) Liens arising by virtue of any statutory
 or common law provision relating to bankers&rsquo; liens, rights of set-off or similar rights
 or relating to purchase orders and other agreements entered into with customers of the Issuer
 in the ordinary course of business (including any energy management agreement);

 (17) Liens or pledges of deposits of Cash
 or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions
 or similar obligations to providers or property, casualty or liability insurance in the ordinary
 course of business;

 (18) any Liens with respect to the Properties
 of the Issuer that arise under Contractual Obligations of the Issuer as in effect on the
 Issue Date or contemplated by the Issue Date Budget;

 (19) Liens in an amount not to exceed in the
 aggregate $50.0 million at any time outstanding not otherwise constituting Permitted Liens
 under the definition thereof incidental to the ordinary course of business and securing obligations
 that are operational and/or administrative in nature, that do not individually or in the
 aggregate materially impair the Project;

 (20) Liens to secure Debt permitted pursuant
 to Sections 4.04(a)(3) , (4) , (5) , (9) , (20), (21) and
 (25) ;

 (21) Liens arising under Finance Lease Obligations;
 provided that no such Lien shall extend to or cover any property other than the property
 or equipment subject to such Finance Lease Obligations, and no such extension, renewal or
 replacement shall extend to or cover any property not theretofore subject to the Lien being
 extended, renewed or replaced; and provided , further , that the aggregate principal
 amount of the Debt secured by Liens permitted by this clause (21) shall not exceed the amount
 permitted pursuant to Section 4.04(a)(14) at any time outstanding;

 (22) Liens securing obligations owed for all
 or any part of the deferred purchase price of property or services, which purchase price
 is due more than six (6) months from the date of incurrence of the obligation in respect
 thereof; provided that Debt for the deferred purchase price of property or services
 is (i) not more than ninety (90) days past due or (ii) being contested in good
 faith and by appropriate proceedings and in respect of which adequate reserves are in place
 in accordance with the Issuer&rsquo;s standard accounting practices;

 (23) Liens securing (i) the contingent
 obligations of the Issuer under or in respect of performance bonds, bid bonds, appeal bonds,
 surety bonds, financial assurances and completion guarantees, indemnification obligations,
 (ii) obligations to pay insurance premiums, take or pay obligations and similar obligations
 and (iii) obligations resulting from indemnities provided in the ordinary course under
 the Project Documents;

 (24) statutory Liens of depository or collecting
 banks on items in collection and any accompanying documents or the proceeds thereof;

 (25) Liens in connection with or evidenced
 by Debt that is not prohibited pursuant to Section 4.04 ;

 (26) involuntary Liens as contemplated by
 the Project Documents securing a charge or obligation on the Issuer&rsquo;s property, either
 real or personal;

 23

 (27) Liens arising under the Transaction Documents
 (other than the Notes Documents);

 (28) Liens for property Taxes on property
 that the Issuer has determined to abandon (so long as such abandonment is not prohibited
 by this Indenture or any of the other Notes Documents), if the sole recourse for such Tax
 is to such property;

 (29) minor survey exceptions, minor encumbrances,
 ground leases, trackage rights, special assessments, easements or reservations of, or rights
 of others for, licenses, rights-of-way, servitudes, sewers, towers, electric lines, telegraph
 and telephone and cable television lines, water delivery and usage and other similar purposes,
 servicing agreements, development agreements, site plan agreements and other similar encumbrances
 incurred in the ordinary course of business or zoning or other restrictions (including minor
 defects and irregularities in title and similar encumbrances) as to the use of real properties
 or Liens incidental to the conduct of the business of such Person or to the ownership of
 its properties which were not incurred in connection with Debt and which do not in the aggregate
 materially adversely affect the value of said properties or materially impair their use in
 the operation of the business of such Person or consistent with industry norm;

 (30) Liens existing on the Issue Date or as
 contemplated by the Issue Date Budget (other than pursuant to clause (12) above) and any
 refinancing thereof;

 (31) Liens related to any sales or discounts
 without recourse (other than customary representations and warranties) of accounts receivable
 arising in the ordinary course of business in connection with the compromise, collection
 or other disposition thereof;

 (32) leases or subleases, and licenses or
 sublicenses (including with respect to intellectual property) granted to others in the ordinary
 course of business or consistent with industry norm (including rights granted to lessees
 related to quiet enjoyment and purchase rights at the end of such leasing arrangement);

 (33) Liens registered on title to any Mortgaged
 Property and any replacement, extension or renewal of any such Lien; provided that
 such replacement, extension or renewal Lien shall not cover any property other than the property
 that was subject to such Lien prior to such replacement, extension or renewal (unless such
 prior Lien provided for it to apply to additional real property upon acquisition by the Issuer
 or a Subsidiary of such additional real property) and any accessions and additions thereto
 or proceeds and products thereof and related property of the type that would have been subject
 to such Lien notwithstanding such replacement, extension or renewal;

 (34) Liens that are contractual rights of
 set-off or rights of pledge (i) relating to the establishment of depository relations
 with banks not given in connection with the issuance of Debt, (ii) relating to pooled
 deposit or sweep accounts of the Issuer to permit satisfaction of overdraft or similar obligations
 incurred in the ordinary course of business of the Issuer or (iii) relating to purchase
 orders and other agreements entered into with customers, suppliers or service providers of
 the Issuer in the ordinary course of business or consistent with industry norm;

 (35) Liens, deposits and security given to
 a public utility or any municipality or governmental authority when required by such utility
 or authority in connection with the operations or business of the Issuer in the ordinary
 course of business or consistent with industry norm;

 (36) Liens in respect of the Project Accounts
 and other cash management arrangements contemplated under Section 4.23 ;

 (37) Liens on any Excess Property, or granted
 under or in connection with any Shared Facilities Agreement or any Commercial Property Association
 Document;

 (38) [reserved];

 24

 (39) Liens (a) securing Hedging Obligations,
 Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights
 of pledge or other bankers&rsquo; Liens (i) relating to treasury, depository and cash
 management services or any automated clearing house transfers of funds in the ordinary course
 of business, or (ii) relating to pooled deposit or sweep accounts to permit satisfaction
 of overdraft or similar obligations incurred in the ordinary course of business of the Issuer;
 (c) on cash accounts securing Debt with financial institutions; (d) encumbering
 reasonable customary initial deposits and margin deposits and similar Liens attaching to
 commodity trading accounts or other brokerage accounts incurred in the ordinary course of
 business and not for speculative purposes; and (e) (i) of a collection bank arising
 under Section 4-210 of the UCC or any comparable or successor provision on items in
 the course of collection and (ii) in favor of a banking or other financial institution
 or electronic payment service providers arising as a matter of law encumbering deposits (including
 the right of set-off) arising in the ordinary course of business in connection with the maintenance
 of such accounts and (iii) arising under customary general terms and conditions of the
 account bank in relation to any bank account maintained with such bank and attaching only
 to such account and the products and proceeds thereof;

 (40) Liens in respect of Excluded Property;
 and

 (41) refinancings, extensions, renewals and
 replacements of any of the foregoing Liens to the extent and for so long as the Debt or other
 obligations secured thereby remain outstanding.

 For all purposes hereunder,
(x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred
under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in
the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer may,
in its sole discretion, divide, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.
To the extent any Lien is incurred on a single date, the Issuer may determine the order in which, and the provision pursuant to which,
each such Lien is incurred in its sole discretion.

 &ldquo; Permitted Tax Distribution
Amount &rdquo; means, for any taxable period ending after the Issue Date, (a) if, for any U.S. federal and/or applicable state
or local income Tax purposes, the Issuer is a member of a consolidated, combined, affiliated or similar income Tax group (a &ldquo; Tax
Group &rdquo;) of which a direct or indirect parent of Issuer is the common parent, or the Issuer is a disregarded entity or partnership
owned directly or indirectly by an entity taxed as a corporation (a &ldquo; Corporate Parent &rdquo;), an amount equal to any such
U.S. federal and/or applicable state or local income Taxes of such Tax Group or Corporate Parent, as applicable, to the extent such income
Taxes are attributable to the taxable income of the Issuer; provided that, for each taxable period, the portion of the Permitted
Tax Distribution Amount described in this clause (a) in such case, if any, shall not exceed the amount that the Issuer would have
been required to pay in respect of such Taxes for such taxable period had the Issuer filed such income Tax return(s) as a stand-alone
corporate taxpayer for all applicable taxable periods ending after the Issue Date; provided, further , that the portion of the
Permitted Tax Distribution Amount described in this clause (a), if any, shall be reduced by any amounts paid directly by the Issuer to
the applicable Governmental Authority in respect of such Taxes plus (b) the amount necessary to permit any direct or indirect parent
of the Issuer to pay any franchise Taxes required to maintain its existence or good standing to the extent such franchise Taxes are attributable
to the ownership of the Issuer.

 &ldquo; Person &rdquo;
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability
partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts
or other organizations, whether or not legal entities, and Governmental Authorities.

 &ldquo; Private Placement
Legend &rdquo; means the legend set forth in Section 2.06(g)(1)(a) hereof to be placed on all Notes issued under
this Indenture except where otherwise permitted by the provisions of this Indenture.

 &ldquo; Project &rdquo;
means the Data Center Project located in the Buildings.

 25

 &ldquo; Project Documents &rdquo;
means, collectively, (a) the Data Center Lease and (b) any other document, contract or agreement relating to the development,
construction, operation and/or maintenance of the Project, excluding, in each case, the Notes Documents.

 &ldquo; Project Site &rdquo;
means the real property on which the Project is located.

 &ldquo; Property &rdquo;
means any right or interest in or to any asset or property of any kind whatsoever (including any Capital Stock), whether real, personal
or mixed and whether tangible or intangible. For the avoidance of doubt, the Project shall constitute Property under the Notes Documents.

 &ldquo; QIB &rdquo;
means a &ldquo;qualified institutional buyer&rdquo; as defined in Rule 144A.

 &ldquo; Qualified Operator &rdquo;
means any Person that has, or has entered into agreements for, primary operational control, directly or indirectly (including by subcontracting
to a Person who meets the requirement of a Qualified Operator), with respect to the management and operation of at least 200 MW of data
centers in the United States.

 &ldquo; Qualifying Data
Center Lease &rdquo; means any lease of the Project with a Qualifying Tenant, and, as of the date of entry into such new lease, the
Issuer obtains a Rating Agency Confirmation giving effect to such new lease.

 &ldquo; Qualifying Equity
Interests &rdquo; means Equity Interests of the Issuer other than Disqualified Equity Interests.

 &ldquo; Qualifying Tenant &rdquo;
means either (i) any of (A) Nvidia Corporation, Apple Inc., Microsoft Corporation, Amazon.com, Inc., Alphabet Inc. (including
Google LLC) and Meta Platforms, Inc. and any of their successors or assigns or (B) so long as the Person in clause (A) provides
a guarantee, any of their respective controlled affiliates or (ii) any Person provided that the Issuer obtains a Rating Agency Confirmation
giving effect to such Person as the tenant of a new Data Center Lease. For all purposes herein, any references to a &ldquo;Qualifying
Tenant&rdquo; can refer to one or more Persons that are Qualifying Tenants.

 &ldquo; Rating Agencies &rdquo;
means, (1) Moody&rsquo;s, S&P and Fitch or (2) if Moody&rsquo;s, S&P or Fitch or each of them shall not make a corporate
rating with respect to the Issuer or a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies,
as the case may be, selected by the Issuer, which shall be substituted for any or all of Moody&rsquo;s, S&P or Fitch, as the case
may be, with respect to such corporate rating or the rating of the Notes, as the case may be.

 &ldquo; Rating Agency Confirmation &rdquo;
means confirmation from each of the Rating Agencies that at such time are actively rating the Notes that the ratings of the Notes after
giving effect to any transaction permitted by this Indenture upon the receipt of a Rating Agency Confirmation, as applicable, will be
no lower than the lowest of the ratings of the Notes: (i) immediately prior to giving effect to such transaction, (ii) the
greater of such Rating Agency&rsquo;s first rating for the Notes after the Issue Date and after the Commencement Date, as applicable,
or (iii) to the extent applicable, at the time the original Data Center Lease ceased to be in effect.

 &ldquo; Ratings Decline &rdquo;
means that at any time within sixty (60) days after the date of a public announcement by the Issuer of a Change of Control, the then-applicable
rating of the Notes is decreased below the Applicable Rating by at least two Rating Agencies; provided that any such Ratings Decline
is expressly stated by the applicable Rating Agencies to have been the direct result of the Change of Control.

 &ldquo; Real Estate Asset &rdquo;
means, at any time of determination, any fee or leasehold interest, easement, improvement or license, then held by the Issuer in any
real Property.

 &ldquo; Refinance &rdquo;
means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid
(including through the issuance of any other Debt in exchange or replacement therefor or for the refinancing thereof) (in whole or in
part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount
and/or a longer or shorter maturity, in each case to the extent not prohibited under the terms of all of the Notes Documents. &ldquo; Refinanced &rdquo;
and &ldquo; Refinancing &rdquo; shall have correlative meanings.

 26

 &ldquo; Registrar &rdquo;
means the office or agency where Notes may be presented for registration of transfer or for exchange. The term &ldquo;Registrar&rdquo;
includes any co-registrar.

 &ldquo; Regulation S &rdquo;
means Regulation S promulgated under the Securities Act.

 &ldquo; Regulation S
Global Note &rdquo; means a Regulation S P…

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