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Amendment redline · 12 March 2026

Nscale Europe GPU facility: Amendment No. 1

What the amendment changed in the agreement, read from the marked-up copy attached to the filing: struck text was deleted, underlined text was added. Start with the figures and defined terms, then read each change in place.

Amendment No.1 to Credit Agreement (S-1 Ex 10.15) on SEC EDGAR · The deal

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·

Provisions changed
45
Sections touched
13
Defined terms added
1
Defined terms deleted
0
Words inserted
444
Words deleted
424

Figures

Numbers that changed

Amounts, percentages, ratios and periods deleted or inserted in the same provision. Read each in context below.

ProvisionDeleted figuresInserted figures
Section 1.01 Defined Terms–25.0%, 100%

Defined terms

Definitions added, deleted and amended

Added 1

  • Aker Investor

Amended 12

  • Anti-Money Laundering Laws
  • Business Day
  • Dutch Security Document
  • IPO
  • Midco
  • Nscale Global
  • [***] Contract
  • Parent Company
  • Parent Guarantor
  • Permitted Holders
  • Sanctions
  • Security Documents

The redline

Every change, provision by provision

Deleted text Inserted text

Section 11 Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisd 1 change
  1. as amended by that certain Amendment No. 1 to Credit Agreement, dated as of March 12, 2026,
Section 1.11 2 changes
  1. Section 1.11.
  2. Jersey Terms
Section 5.13 1 change
  1. Limited Purpose Status of Borrowerand the Subsidiary Guarantors114Loan Parties
Section 9.28 2 changes
  1. WHEREAS, the Parent Guarantor is a Subsidiary of Nscale Global;
  2. WHEREAS, the Pledgor is a wholly owned Subsidiary of the Parent Guarantor;
Section 1.01 Defined Terms 16 changes
  1. “Aker Investor” “Aker Investor” shall mean Aker DC Holdings AS and any Affiliate thereof.
  2. “Anti-Money Laundering Laws” “Anti-Money Laundering Laws” shall mean all Laws of any jurisdiction relating to the prevention or prohibition of money laundering or terrorist financing, including, without limitation: the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the PATRIOT Act; Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; the Proceeds of Crime (Jersey) Law 1999; the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008; and the Money Laundering (Jersey) Order 2008 European Union Money Laundering Directives and member states’ implementing legislation and/or the UK’s Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as appropriate); the UK Proceeds of Crime Act 2002; the UK Terrorism Act 2000 and any similar laws or regulations currently in force or hereafter enacted.
  3. “Business Day” “Business Day” shall mean any day of the year, other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state of New York, London, Jersey, Lisbon, Amsterdam or Oslo; provided that, when used in connection with a Term SOFR Loan, or any other calculation or determination involving SOFR, the term “Business Day” shall mean any day that is only a U.S. Government Securities Business Day.
  4. (a) at any time, (i) prior to an IPO, the Permitted Holders shall cease to directly or indirectly own, beneficially and of record, at least fifty point one percent (50.1%) of the voting power of the outstanding Equity Interests of Nscale Global and the Parent Guarantor or (ii) following an IPO, (x) the Permitted Holders shall cease to directly or indirectly own, beneficially and of record, at least thirty-five (35%) of the voting power of the outstanding Equity Interests of Nscale Global and the Parent Guarantor or (y) any Person, entity, or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Equity Interests of Nscale Global or the Parent Guarantor that exceeds that of the Permitted Holders;
  5. (b) at any time, the Parent Guarantor (together with the Aker Investor, solely with respect to the Equity Interests it owns in Midco, which such Equity Interests owned by Aker Investor shall not exceed 25.0% of all such Equity Interests in Midco) shall cease to, directly or indirectly, own one hundred percent (100%) of the issued and outstanding Equity Interests of any Borrower; provided, that the failure of one hundred percent (100%) of the issued and outstanding Equity Interests of any Borrower being pledged as a security interest in each such Borrower pursuant to clause (d) of the definition of “Collateral and Guarantee Requirement” shall in any event constitute a “Change in Control”;
  6. (c) at any time, Nscale Globalthe Parent Guarantor shall cease to Control any Borrower; or
  7. “Dutch Security Document” “Dutch Security Document” shall mean the Dutch law governed security agreement entered into between Nscale Portugal, Nscale Drift III and Nscale Norway, each as pledgor and the Collateral Agent as pledgee.
  8. “IPO” “IPO” shall mean the initial underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) or other transaction which results in the common Equity Interests in the Parent CompanyGuarantor or any direct or indirect parent company of the Parent Guarantor being publicly traded.
  9. “Midco” “Midco” shall mean Nscale Investment Holdings Limited, a private company with limited liability incorporated under the laws of Jersey with registered number 161656.
  10. “Nscale Global” “Nscale Global” shall mean Nscale Global Holdings Limited, a private limited company incorporated in England and Wales with registered number 15749408.
  11. “[***] Contract” “[***] Contract” shall mean that certain Master Cloud Services Agreement dated as of July 12, 2025, between [***] and Nscale Globalthe Parent Guarantor, together with each order form executed by any Loan Party thereunder, as in effect on the Signing Date, which contracts will have been assigned to Nscale Norway, which shall at all times be a Subsidiary Guarantor, prior to the Funding Date in respect thereof.
  12. “Parent Company” “Parent Company” shall mean, as the context may require, Nscale Global, the Parent Guarantor, the Pledgor and any other Person that is a direct or indirect parent company (which may be organized, among other things, as a partnership), including any managing member, of the Initial Borrower.
  13. “Parent Guarantor” “Parent Guarantor” shall mean Nscale IntermediateGlobal Holdings Limited, a private limited company with limited liability incorporated under the laws of Jerseyin England and Wales with registered number 16165715749408.
  14. “Permitted Holders” “Permitted Holders” shall mean any holder of Equity Interests of Nscale Globalthe Parent Guarantor, as of the Signing Date, if and when applicable.
  15. “Sanctions” “Sanctions” shall mean any Laws relating to economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time (a) by the U.S. government, including, without limitation, those administered by OFAC and the U.S. Department of State, (b) by Global Affairs Canada or the Department of Public Safety of Canada, (c) by the United Nations Security Council, the European Union or any EEA Member Country (including, without limitation, the Netherlands), Jersey or the United Kingdom or (d) any country in which any Borrower Party is organized or has material operations.
  16. “Security Documents” “Security Documents” shall mean the Collateral Agreement, each Control Agreement, the Debenture, the UK Share Pledge, each Norwegian Security Documents, the Portuguese Security Agreement, the Icelandic General Bond, the Icelandic Contractual Rights Pledge Agreement, the Irish Security Document, the Dutch Security Document and the share pledge agreement and each of the security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing, the Collateral and Guarantee Requirement or Section 5.10, any other document evidencing or creating a Lien or Security over any asset to secure any Obligation or otherwise designated as a Security Document by the Initial Borrower and the Administrative Agent (acting at the direction of the Required Lenders) delivered to the Administrative Agent.
Section 1.11 Jersey Terms 7 changes
  1. Section 1.11. Jersey Terms. In each Loan Document, where it relates to a person:
  2. (i) incorporated; (ii) established; (iii) constituted; (iv) formed; (v) which carries on, or has carried on, business; or (vi) that has immovable property, in each case, in Jersey, a reference to:
  3. (a) a proceeding under a bankruptcy, insolvency, receivership or similar law, a composition, compromise, assignment or arrangement with any creditor, winding up, liquidation, administration, dissolution, insolvency event or insolvency includes, without limitation, bankruptcy (as that term is interpreted pursuant to Article 8 of the Interpretation (Jersey) Law 1954), a compromise or arrangement of the type referred to in Article 125 of theCompanies (Jersey) Law 1991 and any procedure or process referred to in Part 21 of the Companies (Jersey) Law 1991, and any other proceedings affecting the rights of creditors generally under Jersey law, and shall be construed so as to include any equivalent or analogous proceedings;
  4. (b) a receiver, administrative receiver, administrator or the like includes, without limitation, a liquidator, a liquidator, appointed pursuant to Part 21 of the Companies (Jersey) Law 1991, the Viscount of the Royal Court of Jersey, Autorisés or any other person performing the same function of each of the foregoing;
  5. (c) Lien, security, encumbrance or a security interest includes, without limitation, any hypothèque whether conventional, judicial or arising by operation of law and
  6. any security interest created pursuant to the Security Interests (Jersey) Law 1983 or Security Interests (Jersey) Law 2012 and any related legislation; and
  7. (d) any equivalent or analogous procedure or step being taken in connection with insolvency includes any corporate action, legal proceedings or other formal procedure or step being taken in connection with an application for a declaration of en désastre being made in respect of any such entity or any of its assets (or the making of such declaration).
Section 2.15 Taxes 2 changes
  1. i. (to the extent that an application has not been made prior to the date of this Agreement) apply, or procure that an application is made, as soon as reasonably practicable and in any event within thirty (30) days after the date of this Agreement, to HMRC to request that the representative member of the UK VAT Group be changed to the Parent GuarantorNscale Intermediate Holdings Limited; and
  2. (vii) Upon the Parent GuarantorNscale Intermediate Holdings Limited becoming the representative member of the UK VAT Group pursuant to the application referred to in Section 2.15(k)(vi) above, the Parent GuarantorNscale Intermediate Holdings Limited shall pay to the applicable Loan Party an amount equivalent to such proportion of any repayment of VAT received by the Parent GuarantorNscale Intermediate Holdings Limited from HMRC or of any credit obtained by reference to an excess of deductible input tax over output tax that is properly attributable to supplies made to and by that Loan Party whilst it is a member of the UK VAT Group.
Section 3.17 Borrower and Subsidiary Guarantors are each a Limited Purpose Entity 1 change
  1. (a) On and after the Closing Date, each Loan Party, except for Nscaleexcluding any Loan Party organized in Iceland, Portugal or Norway, has been formed each as a limited purpose entity subject to customary “special purpose entity” provisions as set forth in such Loan Party’s organizational documents in effect as of the Closing Date.
Section 4.02 Closing Date 7 changes
  1. (i) a copy of (A) the certificate or articles of incorporation, articles of association, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable Law of the Borrower Parties, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) or in the case of the Parent Guarantor, a director of the Parent Guarantor, or (y) in the case of a partnership of or limited liability company (other than incorporated in Norway), certified by the Secretary or Assistant Secretary, or the general partner, managing member, sole member or director of the Borrower Parties, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of the Borrower Parties as of a recent date from such Secretary of State (or other similar official), and (C) in the case of a limited liability company incorporated in Norway, a company certificate (firmaattest);
  2. (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of the Borrower Parties (including in the case of the Parent Guarantor only, (x) any consents issued by the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958; and (y) its registers of members, directors and secretaries) (the
  3. (G) Athe Loan Parties have delivered each of the following notices required to be delivered in accordance with the Debenture: (1) a notice to each bank operating a Collateral Account, (2) a notice to each insurer in respect of any Insurance Policy (as defined in the Debenture) assigned pursuant to the Debenture and (3) a notice to the counterparty of each Assigned Agreement (except for the Intercompany Agreement) (each term as defined in the Debenture), in each case of the foregoing clauses (1) through (3), substantially in the relevant form set out in the Debenture, (or such other form agreed byas the AdministrativeCollateral Agent prior to the date of this Agreement; and
  4. (H) All notices and acknowledgements of security and assignment which are required to be delivered and procured in accordance with the Debenture have been delivered and procured (as applicablemay agree);
  5. (iv) each Security Document (other than (x) each Control Agreement, which shall be delivered in accordance with Section 5.20 and (y) the Icelandic General Bond ), duly executed by the Pledgor, Nscale Drift or applicable Loan Party and each other Person party thereto, together with (as applicable):
  6. (D) evidence reasonably satisfactory to the Administrative Agent (acting on the instructions of the Required Lenders) that the Initial Borrower has valid title to, and legal and beneficial ownership of, the relevant GPU Servers to be used in any Project located in Iceland, and the submission for registration (Icel. þinglýsing) of the Icelandic General Bond with the District Commissioner of Greater Reykjavik[reserved];
  7. (G) in relation to the Dutch Security Document, proof of registration of the Dutch Security Document with the relevant authority, copies of such notices and other deliverables as are required to be delivered thereunder, and any other act required for the purpose of perfection of the Dutch Security Document has been completed or will be completed in accordance with the terms set out therein[reserved];
Section 4.03 All Credit Events 2 changes
  1. (h) The Administrative Agent shall have received (i) (x) a certificate from the Initial Borrower certifying as to the expected Revenue Generation Date of each Project for which the proceeds of such Credit Extension will be used and that has not yet achieved its Revenue Generation Date and (iiy) at least two (2) Business Days prior to such Credit Extension, a copy of a certification of the Technical Advisor as to the same, if applicable, in the form set out in Exhibit L or (ii) if the relevant Revenue Generation Date has already occurred, a certificate from the Initial Borrower certifying that the Revenue Generation Date of each Project for which the proceeds of such Credit Extension will be used has occurred.
  2. (m) With respect to any Credit Extension in respect of any GPU Servers located or to be located in Iceland or with respect to any Credit Extension after the Initial Borrower (or, after Nscale Iceland accedes as a Loan Party, Nscale Iceland) obtains legal and beneficial ownership of, GPU Servers located in Iceland, the Administrative Agent shall have received (i) the Icelandic General Bond, duly executed by the Initial Borrower and each other Person party thereto, together with (x) evidence reasonably satisfactory to the Administrative Agent (acting on the instructions of the Required Lenders) that the Initial Borrower (or, after Nscale Iceland accedes as a Loan Party, Nscale Iceland) has valid title to, and legal and beneficial ownership of, the relevant GPU Servers to be used in any Project located in Iceland, and (y) the submission for registration (Icel. þinglýsing) of the Icelandic General Bond with the District Commissioner of Greater Reykjavik and (ii) an enforceability opinion of Icelandic counsel for the Lenders and a capacity opinion of the applicable counsel.
Section 5.13 Limited Purpose Status of the Loan Parties 1 change
  1. Section 5.13. Limited Purpose Status of Borrower and the Subsidiary GuarantorsLoan Parties. On and after the Closing Date, each Loan Party (excluding, solely with the exception of Nscalerespect to clauses (a) and (c) of this Section 5.13, any Loan Party organized in Iceland, Portugal or Norway) shall (a) maintain its status as a limited purpose entity, subject to customary “special-purpose entity” provisions as set forth in such Loan Party’sits organizational documents in effect as of the date of the AgreementClosing Date, (b) not amend or modify its organizational documents without the consent of the Administrative Agent (acting on the written direction of the Required Lenders) and, to the extent such amendment or modification affects such “special-purpose entity” provisions, the consent of the Required Lenders (and in each case, which such consent shall not be unreasonably withheld or delayed), and (c) maintain at least one “independent manager” or “independent director” approved by the Required Lenders.
Section 9.27 Additional Loan Parties 1 change
  1. (viii) the Icelandic General Bond having been submitted for registration in accordance with Section 4.02(a)(iv)(D4.03(m);
Section 9.28 Non-Petition 1 change
  1. [SIGNATURE PAGES FOLLOWOMITTED]

Method

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