Cloud use, assignment and payment default

Can the buyer use the servers for a cloud service, move the contract to a financing vehicle, and what happens if it pays late?

Dell’s standard terms are for the buyer’s own internal use. IREN’s agreement widens that to running the servers as part of cloud services for its customers. Either party may move the contract to an affiliate only if the new party is in North America, is not a competitor, assumes the obligations in writing and has credit Dell is satisfied with, backed by a parent guarantee in the same form IREN Limited gave. Dell may cancel an order only for an uncured material breach after notice, and the buyer has a cure period for late payment before Dell can suspend. The letter is headed “Non-Financed”: Dell sold the servers, it did not finance them. For lenders: moving the supply contract into a borrower vehicle needs Dell’s credit sign-off and a parent guarantee.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 29 October 2026

What the filed contracts say

Contract	What the filed wording says
Dell–IREN purchase agreement	The servers may be used to provide cloud services to the buyer’s customers.
Dell–IREN purchase agreement	Dell may cancel an order only for a material breach not cured after written notice.
Dell–IREN purchase agreement	The buyer has a cure period for non-payment before Dell can suspend.
Dell–IREN purchase agreement	The contract can move to an affiliate in North America that is not a competitor and assumes the obligations.
Dell–IREN purchase agreement	The new party needs credit Dell accepts and a parent guarantee in the same form as IREN Limited’s.
Dell–IREN purchase agreement	The letter is headed “Non-Financed”.

The filed wording

B. Clause 1.1 is hereby deleted in its entirety and replaced with the following: “1.1 Scope. The CTS governs Customer’s purchase and/or use and Supplier’s provisioning of Products, Services and Third Party Products (if applicable) (collectively, the “Offerings”), for Customer’s own internal use which will include, Customer's (or its Affiliates') use as part of service offerings for its customers on a software-as-a-service, infrastructure-as-a-service, platform-as-a-service, hosted, turn- key, on-demand, service bureau or other similar basis.

Dell purchase agreement with IREN’s Hardware 3 subsidiary (GPU servers), amending Dell’s Commercial Terms of Sale, amendment B, new clause 1.1 · IREN 10-Q, Exhibit 10.4

The GPU supplier contract inside the loan The remarketing guarantee when the customer walks Non-cancellable orders, tied to the customer contract Put it on an issues list All contract clauses

On the deal pages

Financings by the parties to these contracts

The latest debt raised by the companies that signed them, with the terms and the sources on each deal page.

Financing	Borrower or issuer	Date	Amount
Mackenzie GPU financing (reported)	IREN	27 August 2026	US$2.4bn
Microsoft DDTL floating tranche	IREN	1 June 2026	US$1.55bn
Microsoft US private-placement notes	IREN	1 June 2026	US$2.1bn
Convertible notes	IREN	14 May 2026	US$3bn
IREN US$2.3bn convertible notes due 2032 and 2033 (December 2025)	IREN	8 December 2025	US$2.3bn

Method

Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.