Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VENTURE GLOBAL, INC.

Venture Global, Inc. (the “Corporation”), a corporation organized under the laws of Delaware, hereby certifies as follows:

A. The name of the corporation is Venture Global, Inc. The original name of the Corporation was Venture Global Holdings, Inc. On September 19, 2023, the Corporation filed the original Certificate of Incorporation with the Secretary of State of the State of Delaware. On September 25, 2023, the Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. On January 17, 2024, the Corporation filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name to Venture Global, Inc.

B. This Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”) was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been duly approved by the written consent of the Corporation’s stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.

C. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is Venture Global, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The registered agent of the Corporation is The Corporation Trust Company. The registered office of the Corporation in the State of Delaware is to be located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

ARTICLE III

PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

A. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is 7,600,000,000 consisting of (a) 4,400,000,000 shares of Class A common stock with a par value of $0.01 per share (“Class A Common Stock”), and 3,000,000,000 shares of Class B common stock with a par value of $0.01 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”) and (b) 200,000,000 shares of preferred stock with a par value of $0.01 per share (“Preferred Stock”).

Upon the Effective Time, each share of Class A Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified as, and shall be converted into 4520.33170653259 shares of fully paid and non-assessable Class A Common Stock (the “Stock Split”), without any action by the holder thereof. No fractional shares of Class A Common Stock shall be issued upon the Stock Split. If the Stock Split would result in any fractional share (after aggregating all fractional shares a holder would otherwise be entitled to receive in connection with the Stock Split), such fractional share will be rounded to the nearest whole share.

Each share of Class A Common Stock held of record by VGP or any VGP Entity immediately after the effectiveness of the Stock Split shall be converted into one fully paid and non-assessable share of Class B Common Stock, without any action by the holder thereof or the Corporation, and each other share of Class A Common Stock shall remain as such.

B. Common Stock.

The rights, powers, preferences, privileges, restrictions and other matters relating to Common Stock are as follows:

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C. Preferred Stock. The Board of Directors is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may otherwise be provided by the terms of any series of Preferred Stock then outstanding), to authorize by resolution or resolutions from time to time the issuance of one or more series of Preferred Stock and to fix such voting powers, full or limited, or no voting powers, and such designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such series of Preferred Stock and the number of shares constituting each such series, and to increase or decrease the number of shares of any such series to the extent permitted by the DGCL, as shall be set forth in a certificate of designations adopted by the Board of Directors and filed in accordance with the DGCL.

ARTICLE V

BOARD OF DIRECTORS

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B. Preferred Directors. Notwithstanding anything else contained herein, whenever the holders of one or more series of Preferred Stock shall have the right, voting separately as a series, to elect Directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of such series of Preferred Stock provided in the applicable certificate of designations adopted by the Board of Directors pursuant to Article IV hereof.

C. Classified Board of Directors. From and after the Trigger Date, the Board of Directors shall be divided into three (3) classes, as nearly equal in number as reasonably practicable, designated Class I, Class II and Class III. Class I Directors shall initially serve until the first annual meeting of stockholders following the Trigger Date; Class II Directors shall initially serve until the second annual meeting of stockholders following the Trigger Date; and Class III Directors shall initially serve until the third annual meeting of stockholders following the Trigger Date. Immediately following the Trigger Date, the Board of Directors is authorized to designate the Directors then in office as Class I Directors, Class II Directors or Class III Directors. Commencing with the first annual meeting of stockholders following the Trigger Date and for each annual meeting of stockholders thereafter, Directors of the class the term of which shall then expire shall be elected to hold office for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such Directors were elected. In the event of any change in the number of Directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as reasonably practicable, the number of Directors in each class. In no event will a decrease in the number of Directors shorten the term of any incumbent director.

D. Vacancy and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal from office or other cause shall be filled only by the affirmative vote of a majority of the voting power of the remaining Directors then in office, even if less than a quorum of the Board of Directors (excluding the vote of any such Director who has resigned, even if such resignation has not yet become effective); provided, however, that before the Trigger Date, vacancies may also be filled by the stockholders by the affirmative vote of the holders of a majority of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, voting together as a single class. If there are no Directors in office, then an election of Directors may be held in accordance with the DGCL. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any director then in office.

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E. Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause, by the affirmative vote of the holders of seventy-five percent (75%) of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, voting together as a single class; provided, however, that before the Trigger Date, any director may be removed with or without cause by affirmative vote of the holders of a majority of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, voting together as a single class.

ARTICLE VI

MEETINGS OF STOCKHOLDERS

A. Annual Meetings. An annual meeting of stockholders for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at such place, on such date, if any, and at such time as the Board of Directors (or its designee) shall determine.

B. Special Meetings. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the requirements of the DGCL, special meetings of the stockholders of the Corporation may be called only (1) by or at the direction of the Board of Directors pursuant to the affirmative vote of a majority of the total number of Directors that the Corporation would have if there were no vacancies or (2) by or at the direction of the Chairman or the Chief Executive Officer; provided, however, that before the Trigger Date, special meetings of stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of a majority of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, voting together as a single class. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. From and after the Trigger Date, the ability of the stockholders of the Corporation to call a special meeting is specifically denied. Notwithstanding the foregoing, whenever holders of one or more series of Preferred Stock shall have the right, voting separately as a series, to elect directors, such holders may call, pursuant to the terms of such series of Preferred Stock adopted by resolution or resolutions of the Board of Directors pursuant to Article IV hereof, special meetings of holders of such Preferred Stock.

C. Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent by such stockholders; provided, however, that before the Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected by the consent of the holders of a majority of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, acting together as a single class, in lieu of a duly called annual or special meeting of stockholders.

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ARTICLE VII

INDEMNIFICATION

A. Limited Liability. To the fullest extent permitted by the DGCL, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Article VII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this Article VII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.

C. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.

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D. Nonexclusivity of Rights. The rights and authority conferred in this Article VII shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

E. Preservation of Rights. Neither the amendment nor repeal of this Article VII, nor the adoption of any contrary provision of this Certificate of Incorporation or the Bylaws, nor, to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, arising out of or related to any event, act or omission that occurred prior to the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

ARTICLE VIII

BYLAWS

In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws. The stockholders entitled to vote shall also have the power to make, alter, amend or repeal the Bylaws; provided, however, that from and after the Trigger Date, in addition to any other vote otherwise required by law, the affirmative vote of the holders of seventy-five percent (75%) of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, voting together as a single class, shall be required to make, alter, amend or repeal the Bylaws.

ARTICLE IX

AMENDMENTS

A. Adoption, Amendment and Repeal of Certificate of Incorporation. Subject to Article IV hereof, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other Persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended, are granted and held subject to this reservation. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles IV (Section B only), V, VI, VII, VIII, IX or X (or any applicable definitions from Article XII) may be altered, amended or repealed in any respect, nor may any provision or Bylaw inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate of Incorporation or otherwise required by law, (i) before the Trigger Date, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of a majority of the total combined voting power of the outstanding Common Stock entitled to vote thereon, voting together as a single class and (ii) from and after the Trigger Date, such alteration, amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of seventy-five percent (75%) of the total combined voting power of the outstanding Common Stock entitled to vote thereon, voting together as a single class, at a meeting of the stockholders called for that purpose.

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B. Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its Directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE X

DGCL SECTION 203

Until the earlier of the time (i) at which VGP and the VGP Entities, collectively, no longer beneficially own, in the aggregate, at least fifteen percent (15%) of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, and (ii) the Board of Directors has determined that the Corporation will be subject to the restrictions set forth in Section 203 of the DGCL and has given written notice to VGP that the Corporation irrevocably agrees that VGP and the VGP entities shall not be subject to the restrictions on business combinations set forth in Section 203 of the DGCL, the Corporation hereby expressly elects not to be governed by Section 203 of the DGCL, and the restrictions contained in Section 203 shall not apply to the Corporation. From and after such time, the Corporation shall be governed by Section 203 so long as Section 203 by its terms would apply to the Corporation; provided that, if the Board of Directors made a determination and provided the notice contemplated by clause (ii) of this Article X, then VGP and the VGP Entities shall not be subject to the restrictions on “interested stockholders” from and after such time.

ARTICLE XI

EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought by or on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation or any stockholder to the Corporation or the Corporation’s stockholders; (iii) any action or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation or any stockholder arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws; (iv) any action or proceeding to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws (including any right, obligation or remedy thereunder); (v) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation or any stockholder, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

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This Article XI shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and Directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any Person holding, owning or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

ARTICLE XII

DEFINITIONS

As used in this Certificate of Incorporation, unless the context otherwise requires or as set forth in another article of this Certificate of Incorporation, the following capitalized terms shall have the following meanings as used herein:

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any partner, member, officer or director of such Person.

“beneficial ownership” or “beneficially own” shall have the meaning as defined under Rule 13d-3 and Rule 13d-6 of the Exchange Act.

“Board of Directors” means the board of directors of the Corporation.

“Bylaws” means the Amended and Restated Bylaws of the Corporation, as amended from time to time.

“Certificate of Incorporation” means this Second Amended and Restated Certificate of Incorporation of the Corporation, as amended and restated from time to time.

“Chairman” means the chairperson or, if applicable, any co-chairperson of the Board of Directors.

“Class A Common Stock” has the meaning set forth in Article IV, Section A.

“Class B Common Stock” has the meaning set forth in Article IV, Section A.

“close of business” means 5:00 p.m., New York City time.

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“Common Stock” has the meaning set forth in Article IV, Section A.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“Corporation” has the meaning set forth in Article I.

“Directors” means the directors of the Corporation.

“Effective Time” means the time that this Certificate of Incorporation filed with the Secretary of State of the State of Delaware became effective in accordance with the DGCL.

“Estate Planning Entity” means with respect to any VGP Owner or any member of the Immediate Family of such VGP Owner, (i) any trust, the beneficiaries of which are primarily such VGP Owner or any member of his or her Immediate Family or (ii) any entity that is primarily owned or controlled, directly or indirectly, by a VGP Owner or member of his or her Immediate Family and/or any of the Persons described in clause (i).

“Immediate Family” means, with respect to any individual, collectively, his or her parents, brothers, sisters, spouse, former spouses, civil union partner, former civil union partner, and lineal descendants (and the estates, guardians, custodians or other legal representatives of any of the foregoing).

“Liquidation Event” means any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary.

“Permitted Transferee” means, VGP, Robert Pender, Michael Sabel, or any VGP Related Person.

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

“Preferred Stock” has the meaning set forth in Article IV, Section A.

“Transfer” of a share of Class B Common Stock means any sale, assignment, transfer or disposition of such share, whether or not for value and whether voluntary or involuntary or by operation of law; provided, however, that none of the following shall be considered a “Transfer”:

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(i) the granting of a revocable proxy to (A) officers or Directors or agents of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders or by written consent or (B) any other person with specific direction to vote such shares of Class B Common Stock as directed by the holder of such shares, without discretion, in connection with actions to be taken at an annual or special meeting of stockholders; (ii) entering into a voting trust, agreement or arrangement (with or without granting a proxy and, if a proxy is granted, whether revocable or irrevocable) solely with holders of Class B Common Stock (in that capacity) that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one (1) year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;

(iii) the pledge of shares of Class B Common Stock that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction (it being understood that a foreclosure pursuant to such pledge shall constitute a Transfer);

(iv) entering into, or reaching an agreement, arrangement or understanding regarding, a support or similar voting or tender agreement (with or without granting a proxy and, if a proxy is granted, whether revocable or irrevocable) or any “rollover,” in each case, in connection with any transaction or series of related transactions, or any liquidation, dissolution and winding up of the Corporation that has been approved by the Board of Directors; or

(v) the spouse of any holder of Class B Common Stock possessing or obtaining an interest in such holder’s shares of Class B Common Stock arising solely by reason of the application of the community property laws of any jurisdiction.

A “Transfer” shall also be deemed to have occurred with respect to a share of Class B Common Stock beneficially owned by a Permitted Transferee on the date that such Permitted Transferee ceases to meet the qualifications to be a Permitted Transferee.

“Trigger Date” means the first time at which either (i) VGP and the VGP Entities, collectively, no longer beneficially own, in the aggregate, more than fifty percent (50%) of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of Directors, or (ii) the Corporation fails to qualify as a “controlled company” (or similar) under the applicable stock exchange rules and regulations.

“VGP” means Venture Global Partners II, LLC.

“VGP Entities” means any Person that constitutes a Permitted Transferee of VGP.

“VGP Owner” means any individual that is a direct or indirect beneficial owner of VGP.

“VGP Related Person” means any Affiliate of VGP, any member of the Immediate Family of any VGP Owner or any Estate Planning Entities.

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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation of Venture Global, Inc. has been duly executed by the officer below this 27th day of January, 2025.

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Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

VENTURE GLOBAL, INC.

(adopted as of January 27, 2024)

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ARTICLE 1

OFFICES

Section 1.01. Registered Office. The registered agent of Venture Global, Inc. (the “Corporation”) is The Corporation Trust Company. The registered office of the Corporation in the State of Delaware is to be located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

Section 1.03. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

Section 2.01. Time and Place of Meetings. All meetings of stockholders shall be held at such place, if any, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the chairperson or, if applicable, any co-chairperson of the Board of Directors (collectively, the “Chairperson”) in the absence of a designation by the Board of Directors). The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized under the DGCL (defined below). If no determination is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

Section 2.02. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors and to transact such other business as may properly be brought before the meeting.

Section 2.03. Special Meetings. Special meetings of the stockholders of the Corporation may be called in the manner set forth in the Second Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on January 27, 2024 (as the same may be amended, restated, amended and restated or otherwise modified from time to time, the “Certificate of Incorporation”).

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Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice.

(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”), the Certificate of Incorporation or these Amended and Restated Bylaws (the “Bylaws”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The Board of Directors or the chairperson of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made or provided in any other manner permitted by the DGCL. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05. Quorum. Unless otherwise required by the Certificate of Incorporation, these Bylaws or the DGCL, the presence, in person or by proxy, of the holders of a majority of the total combined voting power of all outstanding securities of the Corporation generally entitled to vote generally at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairperson of the meeting or the stockholders, by the affirmative vote of a majority of the voting power present in person or represented by proxy, may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.06. Voting.

(a) The voting rights for the holders of Class A common stock (“Class A Common Stock”) of the Corporation and Class B common stock (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”) of the Corporation shall be determined in the manner set forth in the Certificate of Incorporation. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter shall be the act of the stockholders. Abstentions and broker non-votes shall not be counted as votes cast. Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such series of preferred stock, directors shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote generally in the election of directors.

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(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in the manner permitted by law. No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period.

Section 2.07. Action by Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with the DGCL and may not be taken by consent of stockholders without a meeting, except as set forth in the Certificate of Incorporation, and subject to the rights of the holders of any series of preferred stock then outstanding, as may be set forth in the certificate of designations for such series of preferred stock.

Section 2.08. Organization. At each meeting of stockholders, the Chairperson, if one shall have been elected, or in the Chairperson’s absence or if one shall not have been elected, the director designated by the affirmative vote of the majority of the directors present at such meeting, shall act as chairperson of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairperson of the meeting.

Section 2.10. Inspector of Elections. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

Section 2.11. Nomination of Directors and Proposal of Other Business.

(a) Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board of Directors or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof duly authorized, (C) as may be provided in the certificate of designations for any series of preferred stock or (D) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in paragraph (ii) of this Section 2.11(a) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.11(a), and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal.

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For the avoidance of doubt, the foregoing clause (D) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, and together with the rules and regulations promulgated thereunder, the “Exchange Act”).

(ii) For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (D) of paragraph (i) of this Section 2.11(a), (A) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and must have complied with the requirements and provisions hereof and (B) any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action under Delaware law. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting of stockholders (which prior year’s annual meeting shall, for purposes of the Corporation’s first annual meeting of stockholders following its initial public offering of shares of its Class A Common Stock, be deemed to have occurred on May 15, 2024); provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, or if no annual meeting was held (or deemed held) in the preceding year, then to be timely such notice must be received by the Corporation not later than the close of business on the later of the 120th day prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation nor earlier than the close of business on the 150th day prior to such annual meeting. The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

Notwithstanding anything in this Section 2.11 to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under this Section 2.11 and there is no public announcement by the Corporation naming the nominees for the additional directorships or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (or deemed meeting), a stockholder’s notice required by this Section 2.11 shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if it shall be delivered to, and received by, the Secretary at the principal executive offices of the Corporation not later than the 10th day following the day on which such public announcement is first made by the Corporation.

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(iii) A stockholder’s notice to the Secretary shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director:

(1) the name, age, business address and residence address of such person;

(2) the principal occupation or employment of such person;

(3) (i) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such person and any affiliates or associates (each within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such person, including any such shares that such person, or any affiliates or associates of such person, has the right to acquire beneficial ownership of, (ii) the name of each nominee holder of shares of all capital stock of the Corporation owned beneficially (and proof of any such beneficial ownership) but not of record by such person or any affiliates or associates of such person, and the number of such shares of each class or series of capital stock held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of, (iii) any agreement, arrangement, relationship or understanding pursuant to which such person, or any affiliates or associates of such person, has a right to vote any shares of any security of the Corporation, (iv) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such person, or any affiliates or associates of such person, with respect to the Corporation’s securities, and (v) any direct or indirect interest of such person, or any affiliates or associates of such person, in any employment agreement, collective bargaining agreement or consulting agreement with the Corporation;

(4) all information relating to such person, or any affiliates or associates of such person, that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act; (5) all completed and signed questionnaires in the same form as those questionnaires required of the Corporation’s directors (which will be provided to such person within 5 business days following a written request therefor);

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(6) a statement that such person has read the Corporation’s corporate governance guidelines and any other Corporation policies and guidelines applicable to directors (which will be provided to such person within 5 business days following a written request therefor), and a written agreement from such person to adhere to the foregoing policies and guidelines, as amended from time to time, if he or she is elected as a director;

(7) an executed agreement by such person: (i) consenting to serve as a director if elected and (if applicable) to being named in a proxy statement and/or form of proxy relating to the meeting at which directors are to be elected, along with a representation that such person intends to serve a full term as a director if elected, and (ii) that such person is not and will not become a party to (x) any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any other person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation (a “Third-Party Compensation Arrangement”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.11, (y) any agreement, arrangement or understanding, including the amount of any payment or payments received or receivable thereunder, with any other person or entity as to how such person would vote or act on any issue or question as a director (a “Voting Commitment”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.11 or (z) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; and

(8) such other information reasonably requested by the Corporation to determine whether such person is qualified under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to serve as a director and/or independent director of the Corporation;

(B) as to any other business that the stockholder proposes to bring before the meeting:

(1) a brief description of the business desired to be brought before the meeting; (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment);

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(3) the reasons for conducting such business; and

(4) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

(1) the name and address of such stockholder (as they appear on the Corporation’s books) and any such beneficial owner;

(2) a representation as to whether such stockholder or such beneficial owner has complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Corporation;

(3) a written agreement from such stockholder that it is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear at the meeting in person or through a qualified representative to make such nomination or proposal;

(4) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) will not submit any substitute nominations unless they are made within the time periods set forth in this Section 2.11 and the stockholder and the substitute nominees will otherwise comply with this Section 2.11;

(5) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) has not, and shall not, nominate a number of nominees (inclusive of substitutes) that exceeds the number of directors to be elected at the annual meeting; and

(6) a written agreement that such stockholder (and such beneficial owner) shall (i) update and supplement the notice required by this Section 2.11, if necessary, so that the information provided or required in such notice shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting, and as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof and (ii) deliver such update and supplement so that it is received by the Secretary at the principal executive offices of the Corporation (A) not later than the later of (x) 5 business days after the record date for determining the stockholders entitled to receive notice of the annual meeting and (y) 5 business days after the first public announcement of such record date, in the case of any update and supplement required to be made as of the record date, and (B) not later than 5 business days before the meeting or any adjournment or postponement thereof, in the case of any update and supplement required to be made as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof.

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For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.11 or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders;

(D) as to each of the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, and, if such stockholder or beneficial owner is an entity, each person controlling, controlled by or under common control with such stockholder or beneficial owner (each such person or entity contemplated by this clause (D), a “Proposing Person”):

(1) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such Proposing Person, or any associates (within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such Proposing Person, including any such shares that such Proposing Person, or any associates of such Proposing Person, has the right to acquire beneficial ownership of;

(2) the name of each nominee holder of each class or series of capital stock of the Corporation that are owned beneficially (and proof of any such beneficial ownership) but not of record by such Proposing Person, or any associates of such Proposing Person, and the number of such shares of each class or series of capital stock of the Corporation held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of;

(3) a description of any agreement, arrangement, relationship or understanding pursuant to which such Proposing Person, or any associates of such Proposing Person, has a right to vote any shares of any security of the Corporation;

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(4) a description of any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation; (5) a description of (i) any plans or proposals which any such Proposing Person may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and (ii) any agreement, arrangement or understanding (including the identity of the parties thereto) with respect to the nomination or other business between or among such Proposing Parties and any other parties, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable), in each case as of the date the notice required by this Section 2.11 is delivered to the Corporation by the stockholder, or beneficial owner in such business, if any, presenting the nomination or other proposal;

(6) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposing Person, or any associates of such Proposing Person, with respect to the Corporation’s securities;

(7) a written representation as to whether any Proposing Person, or any other participant as defined in Item 4 of Schedule 14A under the Exchange Act, will engage in a solicitation with respect to such nomination or other business and, if so, whether such solicitation will be conducted as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and (x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal, (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders of at least sixty-seven percent (67%) of the voting power of the Corporation’s capital stock entitled to vote generally in the election of directors and/or (z) whether such person or group intends to otherwise solicit proxies or votes from holders in support of such proposal or nomination (for purposes of this clause (7), the term “holders” shall include, in addition to stockholders of record, any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act); (8) a representation that promptly after any Proposing Person solicits the holders of the Corporation’s stock referred to in the representation required under the preceding clause, and in any event no later than 5 business days before the applicable meeting, such Proposing Person will provide the Corporation with reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith), which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Corporation’s stock;

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(9) any direct or indirect interest of such Proposing Person, or any associates of such Proposing Person, in any contract (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) with the Corporation, or any affiliate of the Corporation;

(10) any other information relating to such Proposing Person, or any associates of such Proposing Person, or proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee or proposal pursuant to Section 14 of the Exchange Act; and

(11) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action.

(b) Special Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made only by or at the direction of the Board of Directors or by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 2.11(b) and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.11(b); provided, however, that the number of nominees a stockholder may nominate for election at the special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.11(b), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the later of the 120th day prior to the date of the special meeting and the 10th day following the day on which public announcement of the date of the special meeting was first made nor earlier than the close of business on the 150th day prior to the date of the special meeting. A stockholder’s notice to the Secretary shall comply with the notice requirements of Section 2.11(a)(iii).

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The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of a special meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to the preceding provisions of this Section 2.11, and such stockholder shall be obligated to provide the same supplemental or additional information in connection with a special meeting of stockholders as required pursuant to the preceding provisions of this Section 2.11 in connection with an annual meeting of stockholders.

(c) General. (i) No person shall be eligible to be nominated by a stockholder to be elected or reelected at any meeting of stockholders to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.11. No business proposed by a stockholder shall be conducted at a stockholder meeting except in accordance with this Section 2.11.

(ii) Without limiting any remedy available to the Corporation, and unless otherwise determined by the Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting, a stockholder may not present nominations for director or business proposals at an annual or special meeting of stockholders (and any such nominee shall be disqualified from standing for election), notwithstanding proxies or votes may have been solicited and/or received with respect thereto, if such stockholder, any beneficial owner, any Proposing Person or any nominee or substitute nominee for director: (A) acted contrary to any representation, statement, certification or agreement required by the applicable provisions of these Bylaws; (B) otherwise failed to comply with these Bylaws or with any law, rule or regulation identified in these Bylaws, including all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.11; or (C) provided information to the Corporation (whether required by these Bylaws or otherwise) that is false, misleading, inaccurate or incomplete in any material respect. The Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws or that business was not properly brought before the meeting, and if he/she should so determine, he/she shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this Section 2.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation and counted for purposes of determining a quorum.

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For purposes of this Section 2.11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Upon request by the Corporation, if any Proposing Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)) with respect to any proposed nominee for election as a director of the Corporation and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person, shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(iii) Compliance with paragraphs (a) and (b) of this Section 2.11 shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Section 2.11(c)(iv)).

(iv) For the avoidance of doubt, nothing in this Section 2.11 shall be deemed to affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series of preferred stock of the Corporation to make nominations of persons for election to the Board of Directors if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Section 2.11 shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8 under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders.

(v) Any stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or special meeting of stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board of Directors.

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(vi) Whenever this Section 2.11 requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation, statement or other document or agreement), the Corporation shall not be required to accept delivery of such document or information unless the document or information is in writing exclusively (and not in an electronic transmission) and delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested.

(vii) For purposes of these Bylaws, (A) “public announcement” means disclosure in a press release reported by PR Newswire or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act, (B) “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York; and (C) “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.

(viii) Advance Notice Exceptions. Notwithstanding anything to the contrary herein, so long as Venture Global Partners II, LLC (“VGP”) and any VGP Entities (as defined in the Certificate of Incorporation), collectively, hold at least 5% of the total combined voting power of the outstanding Common Stock entitled to vote generally in the election of directors, VGP and any VGP Entities shall not be subject to the notice procedures set forth in Section 2.11 with respect to any annual or special meeting of stockholders.

ARTICLE 3

DIRECTORS

Section 3.01. General Powers. Except as otherwise provided in the DGCL or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02. Number, Election and Term of Office. The number of directors that shall constitute the Board of Directors, and any classes thereof, shall be not less than three (3) nor more than eleven (11) and shall be fixed in the manner provided in the Certificate of Incorporation. The term of each director shall be set as specified in the Certificate of Incorporation. Directors need not be stockholders of the Corporation to be qualified for election or service as a director.

Section 3.03. Quorum and Manner of Acting. Unless the Certificate of Incorporation or these Bylaws require a greater number, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise expressly required by law or by the Certificate of Incorporation, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 3.04. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, if any, either within or without the State of Delaware, and at such time as may be determined from time to time by (or in the manner determined by) the Board of Directors (or the Chairperson in the absence of a determination by the Board of Directors).

Section 3.05. Annual Meeting. The Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place, if any, either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06. Regular Meetings. After the place, if any, and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or the President and shall be called by the Chairperson, President or the Secretary, on the written request of three directors.

(a) Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier, or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile or electronic mail; or

(iv) sent by other means of electronic transmission, directed to each director at that director’s address, telephone number, facsimile number, or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

(b) If the notice is (i) delivered personally by hand, by courier, or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent, as applicable, at least forty-eight (48) hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting, if any (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

Section 3.08. Committees. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to the stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.09. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and any consent may be documented, signed and delivered in any manner permitted by the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained.

Section 3.10. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11. Resignation. Any director may resign from the Board of Directors at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12. Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal. No decrease in the number of directors shall shorten the term of any director then in office.

Section 3.13. Removal. Directors may be removed from office at any time only in the manner set forth in the Certificate of Incorporation.

Section 3.14. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

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Section 3.15. Preferred Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more series of preferred stock shall have the right, voting separately as a series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections 3.02, 3.12 and 3.13 of this Article 3 unless otherwise provided therein.

ARTICLE 4

OFFICERS

Section 4.01. Principal Officers. The principal officers of the Corporation shall be appointed by, or in the manner determined by, the Board of Directors and may consist of a Chief Executive Officer, a President, an Executive Chairperson or Executive Co-Chairperson, one or more Vice Presidents, a Treasurer and a Secretary. The Corporation may also have such other principal officers, including one or more Controllers, as the Board of Directors may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, and one office may be held by more than one person and each such person may perform the duties of such office, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02. Appointment, Term of Office and Remuneration. The principal officers of the Corporation shall be appointed by, or in the manner determined by, the Board of Directors or, other than in the case of an appointment of a Chief Executive Officer or an Executive Chairperson or an Executive Co-Chairperson, by the Chief Executive Officer. Each such officer shall hold office for such period as the Board of Directors may from time to time determine and until their successor is appointed, or until their earlier death, resignation, retirement, disqualification or removal. The remuneration of all officers of the Corporation shall be fixed by, or in the manner determined by, the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors (or its designee) may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by or in the manner determined by the Board of Directors or, other than in the case of any removal of a Chief Executive Officer or an Executive Chairperson or an Executive Co-Chairperson, by the Chief Executive Officer.

Section 4.05. Resignations. Any officer may resign at any time by giving notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). Any such notice must be in writing or by electronic transmission. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by, or in the manner determined by, the Board of Directors.

ARTICLE 5

CAPITAL STOCK

Section 5.01. Certificates for Stock; Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares or a combination of certificated and uncertificated shares. Any such resolution that shares of a class or series will only be uncertificated shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Except as otherwise required by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical. Every holder of stock represented by certificates shall be entitled to have a certificate representing the number of shares registered in certificate form signed by or in the name of the Corporation by any two officers of the Corporation authorized to sign stock certificates, including the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary, and any other authorized officer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02. Lost Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.03. Shares Without Certificates. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with the DGCL.

Section 5.04. Transfer of Shares. Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.

Section 5.05. Authority for Additional Rules Regarding Transfer. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.

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ARTICLE 6

INDEMNIFICATION

Section 6.01. Limited Liability. As provided in the Certificate of Incorporation, a director and an officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer to the fullest extent permitted by applicable law.

Section 6.02. Right to Indemnification. (a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or while an officer or director of the Corporation is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law. The right to indemnification conferred in this Article 6 shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by applicable law. The right to indemnification conferred in this Article 6 shall be a contract right, provided, however, that, except with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

(b) The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by applicable law.

Section 6.03. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.

Section 6.04. Nonexclusivity of Rights. The rights and authority conferred in this Article 6 shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

Section 6.05. Preservation of Rights. Neither the amendment nor repeal of this Article 6, nor the adoption of any contrary provision of the Certificate of Incorporation or these Bylaws, nor, to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, arising out of or related to any event, act or omission that occurred prior to the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

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ARTICLE 7

EMERGENCY BYLAWS

Section 7.01. Emergency By-Laws. This Article 7 shall be operative during any emergency condition as contemplated by Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in the Articles of these Bylaws, the Certificate of Incorporation, or the DGCL.

Section 7.02. Quorum. In the event of an Emergency, as a result of which a quorum of the Board of Directors or of a committee of the Board of Directors cannot readily be convened for action at a meeting of the Board of Directors or a committee, then the director or directors in attendance at such meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

Section 7.03. Other Powers. Except as the Board of Directors may otherwise determine, during any Emergency, the Corporation, and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.

ARTICLE 8

GENERAL PROVISIONS

Section 8.01. Fixing the Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may in its discretion or as required by law fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall fix the same date or an earlier date as the record date for stockholders entitled to notice of such adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

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If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by the DGCL, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 8.02. Dividends. Subject to limitations contained in the DGCL and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 8.03. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 8.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 8.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders or equity holders of any corporation or other entity (except this Corporation) in which the Corporation may hold stock or other equity.

Section 8.06. Construction. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Section 8.07. Amendments. The Board of Directors, by the affirmative vote of a majority, shall have the power to adopt, amend or repeal these Bylaws. These Bylaws may be altered, amended or repealed, or new Bylaws may be made, by the stockholders of the Corporation in the manner set forth in the Certificate of Incorporation or as otherwise required by applicable law.

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EXHIBIT 10.1

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

of

VENTURE GLOBAL, INC.

dated as of

January 27, 2025

TABLE OF CONTENTS

i

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of January 27, 2025, by and among Venture Global, Inc. (f/k/a Venture Global Holdings, Inc.), a Delaware corporation (the “Corporation”), and the Holders (as defined below) party hereto. The Corporation and each of the Holders may be referred to herein as a “Party” or collectively, as the “Parties.”

RECITALS:

WHEREAS, the Holders and the Corporation are party to that certain Shareholders’ Agreement, dated as of September 25, 2023 (the “Original Agreement”);

WHEREAS, the Corporation intends to consummate the IPO (as defined below);

WHEREAS, pursuant to Section 6.2 of the Original Agreement, the Original Agreement will terminate upon the completion of the IPO, with the exception of the Post-IPO Rights (as defined in the Original Agreement);

WHEREAS, subject to certain exceptions, the Original Agreement may be amended with the written consent of (a) the Corporation and (b) the Shareholders (as defined in the Original Agreement) holding a majority of the Shares held by all Holders;

WHEREAS, as of the date hereof, Venture Global Partners II, LLC, a Delaware limited liability company (“VGP”), holds more than a majority of the Shares held by all Holders; and

WHEREAS, in connection with the IPO, VGP and the Corporation desire to amend and restate the Original Agreement, in order to terminate all provisions of the Original Agreement other than the Post-IPO Rights and to become effective upon the consummation of the IPO.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, desiring to be legally bound hereby, agree that the Original Agreement is, with effect from the consummation of the IPO, amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. Capitalized terms used in this Agreement shall have the meanings set forth below:

“Accession Agreement” means an accession agreement substantially in the form set forth in Exhibit B hereto.

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any partner, member, officer or director of such Person. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“Agreement” has the meaning assigned to it in the preamble.

“Applicable Law” means any statute, law, rule, or regulation, or any judgment, order, writ, injunction, or decree of any Governmental Authority to which a specified Person or property is subject.

“Block Trade” means the sale of securities of the Corporation to one or more purchasers in a registered transaction without a prior marketing process by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means a day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized to be closed.

“Charter” means the Certificate of Incorporation of the Corporation, filed with the Secretary of State of the State of Delaware, as the same may be amended or amended and restated from time to time.

“Class A Common Share” means one share of the voting common stock of the Corporation designated in the Charter as “Class A Common Stock.”

“Class B Common Share” means one share of the voting common stock of the Corporation designated in the Charter as “Class B Common Stock.”

“Confidential Information” has the meaning assigned to that term in Section 4.12.

“Corporation” has the meaning assigned to that term in the preamble.

“Demand Notice” has the meaning assigned to that term in Section 2.01(b)(i).

“Demand Registration” means a registration of Registrable Securities by the Corporation pursuant to Section 2.01(b), which, for the avoidance of doubt, shall include an Underwritten Takedown or an Underwritten Block Trade.

“Demand Request” has the meaning assigned to that term in Section 2.01(b)(i).

“Equity Securities” means the Class A Common Shares and the Class B Common Shares, any other equity securities of the Corporation, and any other securities of the Corporation convertible or exchangeable for Class A Common Shares or Class B Common Shares or other equity securities of the Corporation.

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“Estate Planning Entity” means with respect to any individual that is a direct or indirect beneficial owner of VGP (a “VGP Owner”) or any member of the Immediate Family of such VGP Owner, (i) any trust, the beneficiaries of which are primarily such VGP Owner or any member of his or her Immediate Family or (ii) any entity that is primarily owned or controlled, directly or indirectly, by a VGP Owner or member of his or her Immediate Family and/or any of the Persons described in clause (i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Corporation or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan, (ii) a registration relating to a Rule 145 transaction, (iii) a registration on Form S-4 or Form S-8 or any successor or similar forms or (iv) a registration in which no Equity Securities of the Corporation are being registered other than debt securities convertible into shares of common stock and the common stock issuable upon conversion thereof.

“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Corporation with the SEC.

“GAAP” means United States generally accepted accounting principles and practices, consistently applied, which are recognized as such by the Financial Accounting Standards Board (or any generally recognized successor).

“Governmental Authority” means any court or tribunal in any jurisdiction (domestic or foreign) or any governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign).

“Holder” means any holder of Registrable Securities that is a party to this Agreement, including any such holder that becomes a party to this Agreement pursuant to Section 4.03 or Section 4.09, but such term does not include any Person who has ceased to be a holder of Registrable Securities.

“Immediate Family” means, with respect to any person, collectively, his or her parents, brothers, sisters, spouse, former spouses, civil union partner, former civil union partner, and lineal descendants (and the estates, guardians, custodians or other legal representatives of any of the foregoing).

“Initiating Holders” means, collectively, Holders who properly initiate a registration request under Section 2.01(b).

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“Institutional Holder” means each of the Holders holding Class A Common Shares other than VGP or any VGP Related Person.

“IPO” means the first underwritten initial public offering of Class A Common Shares to be consummated by the Corporation on or about January 27, 2025.

“Lead Institutional Holder” means the Holder(s) holding a majority of the Class A Common Shares held by all Institutional Holders at the applicable determination time.

“Management Holders” means VGP or a transferee of Class A Common Shares or Class B Common Shares from, directly or indirectly, VGP, that is a VGP Related Person.

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

“Piggyback Registration” has the meaning assigned to that term in Section 2.01(a)(iii).

“Post-IPO Rights” has the meaning assigned to it in the preamble.

“Public Offering” has the meaning assigned to that term in Section 2.03.

“Registrable Securities” means (i) any Class A Common Shares owned by a Holder immediately prior to consummation of the IPO (excluding, for the avoidance of doubt, any such Class A Common Shares acquired in the IPO or thereafter), (ii) any Class A Common Shares issuable or issued by the Corporation (directly or indirectly) upon conversion of, in exchange for, or in replacement of, any Class B Common Shares owned by a Holder immediately prior to the consummation of the IPO, (iii) any Class A Common Shares issued as a dividend or other distribution with respect to the shares referenced in clauses (i) and (ii), and (iv) any security into which any Class A Common Shares referenced in clauses (i), (ii) and (iii) shall have been converted or exchanged in connection with an internal recapitalization, reorganization, reclassification or similar transaction; provided that such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities shall have been sold to the public pursuant to Rule 144, or (c) (i) such securities may be sold in the public market of the United States under Rule 144 without regard to the volume or manner of sale limitations of such rule and (ii) assuming conversion of all shares of Class B Common Shares into Class A Common Shares, the Holder of such securities (together with its Affiliates that are Holders) owns less than 10.0% of the outstanding Class A Common Shares.

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“Registrable Securities then outstanding” means, at any time, the number of shares of Registrable Securities determined by adding, without duplication, (i) the number of outstanding Class A Common Shares that are Registrable Securities, and (ii) assuming conversion of all shares of Class B Common Shares into Class A Common Shares, the number of Class A Common Shares issuable by the Corporation (directly or indirectly) upon conversion of, in exchange for, or in replacement of, any outstanding Class B Common Shares and that are Registrable Securities, solely to the extent such Class A Common Shares are then issuable to the holder thereof.

“Representatives” has the meaning assigned to that term in Section 4.12.

“Restricted Securities” has the meaning assigned to that term in Section 2.02(b).

“Rule 144” means Rule 144 (or any successor or similar provision) of the Securities Act.

“Rule 145” means Rule 145 (or any successor or similar provision) of the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Shareholder” means any shareholder of the Corporation that is a party to this Agreement, including those that become a party to this Agreement pursuant to Section 4.03 or Section 4.09, but such term does not include any Person who ceases to own any Class A Common Shares or Class B Common Shares.

“Shareholders” has the meaning assigned to it in the preamble.

“Shares” means Class A Common Shares and Class B Common Shares.

“Underwritten Block Trade” has the meaning assigned to that term in Section 2.01(b)(iii).

“Underwritten Block Trade Notice” has the meaning assigned to that term in Section 2.01(b)(iii).

“Underwritten Takedown” has the meaning assigned to that term in Section 2.01(b)(ii).

“VGP” has the meaning assigned to that term in the Recitals.

“VGP Related Person” means any Affiliate of VGP, any member of the Immediate Family of any VGP Owner or any Estate Planning Entities.

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Section 1.02. Interpretation. The words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause hereof. References herein to an Exhibit, Article, Section, subsection or clause refer to the appropriate Exhibit, Article, Section, subsection or clause hereof. Any Schedule, Exhibit or other attachment to this Agreement shall be incorporated into this Agreement, and made a part of this Agreement for all purposes, unless the context otherwise requires. Any definition of or reference to any agreement, instrument, other document, schedule, exhibit, statute, law or regulation herein shall be construed as referring to such agreement, instrument, other document, schedule, exhibit, statute, law or regulation as from time to time amended, supplemented, restated or otherwise modified. Any reference herein to any Person shall include its heirs, successors and permitted assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities. Any reference herein to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. All accounting terms used herein and not otherwise defined will have the meanings accorded them under GAAP and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time. Any reference to “include” or “including” shall be treated as “including, without limitation”. Defined terms in the singular shall include the plural and vice versa, and the masculine, feminine or neuter gender shall include all genders. No consideration shall be given to the fact or presumption that any Party had a greater or lesser hand in drafting this Agreement.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01. Registration Rights.

(a) Piggyback Registration Rights.

(i) If the Corporation proposes to register (including, for this purpose, a registration effected by the Corporation for any stockholders other than Holders) any of its Equity Securities that may include Class A Common Shares under the Securities Act in connection with a public offering of such securities for cash at any time after the consummation of the IPO (other than in an Excluded Registration), the Corporation shall, at such time, promptly give each Holder notice of such registration at least seven (7) days prior to the filing of any registration statement for such offering.

(ii) [Reserved.]

(iii) Upon the Holder’s written request (which must be provided to the Corporation within seven (7) days after such notice pursuant to Section 2.01(a)(i) is given by the Corporation), the Corporation shall, subject to the provisions of Section 2.01(c), include in such registration all Registrable Securities that are requested by such Holder (such registration, a “Piggyback Registration”).

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(iv) The Corporation shall have the right to terminate or withdraw any Piggyback Registration initiated by it before the effective date of the applicable registration statement or the filing of a prospectus or supplement relating to the applicable offering, as the case may be, whether or not any other Holder has elected to include such Holder’s Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne solely by the Corporation.

(v) If a Piggyback Registration involves an underwritten offering on behalf of the Corporation and the total number of Registrable Securities requested by Holders to be included in such offering exceeds the number of securities which can be sold (other than by the Corporation) that the managing underwriter and the Corporation in their reasonable discretion determine would not impact the pricing of the offering, then the Corporation shall be entitled to reduce the number of Registrable Securities included in such Piggyback Registration to the number that the managing underwriter and the Corporation in their reasonable discretion determine can be sold without having the impact on pricing referred to above, and the number of Registrable Securities registered shall be allocated in the following priority: (i) first, the number of Equity Securities that the Corporation proposes to sell and (ii) second, the number of Registrable Securities requested to be included therein by Holders, allocated pro rata among all such Holders on the basis of the number of Registrable Securities then outstanding owned by each such Holder or in such manner as they may otherwise agree. If, as a result of the provisions of this Section 2.01(a)(v), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such Piggyback Registration.

(b) Demand Registration Rights.

(i) If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO the Corporation receives a request (a “Demand Request”) from the then-current Holders of at least five percent (5%) of the aggregate number of Registrable Securities then outstanding that the Corporation file a Form S-1 registration statement (or, if eligible, a Form S-3 registration statement) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $100 million, then (A) the Corporation shall, within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, and (B) the Corporation shall use its commercially reasonable efforts to, as soon as practicable, and in any event within sixty (60) days (or, if eligible to use a Form S-3 registration statement, within sixty (60) days) after the date such Demand Request is given by the Initiating Holders, file a Form S-1 registration statement or Form S-3 registration statement, as applicable, under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders as specified by notice given by each such Holder to the Corporation within twenty (20) days of the date the Demand Notice is given, and in each case subject to the limitations set forth in this Section 2.01, which may provide for an offering of such Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”).

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(ii) Any of the then-current Holders of at least five percent (5%) of the aggregate number of Registrable Securities then outstanding may request an underwritten offering using any existing and effective Shelf Registration (an “Underwritten Takedown”), and any such request shall be deemed a Demand Registration. Following any such request, the Corporation shall (A) within ten (10) days after the date such request is given, give notice thereof to all other Holders, (B) use its commercially reasonable efforts to, as soon as practicable, amend or supplement the Shelf Registration as may be reasonably necessary to facilitate the Underwritten Takedown, and (C) subject to Section 2.01(b)(iv), include in such Underwritten Takedown all such Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within five (5) days after the Corporation’s giving of such notice; provided, however, that such Registrable Securities (i) are covered by an existing and effective Shelf Registration that may be utilized for the offering and sale of the Registrable Securities requested to be included or (ii) may be included in such Shelf Registration without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). Notwithstanding the foregoing, the Corporation shall not be required to effect such Underwritten Takedown, and such request shall not be deemed to have been made, unless the anticipated aggregate offering price, net of underwriting discounts and commissions, of the securities being offered is at least $100 million. The provisions of this Section 2.01(b) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of a registration statement” or such registration statement being declared “effective” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering.

(iii) Any of the then-current Holders of at least five percent (5%) of the aggregate number of Registrable Securities then outstanding may initiate an Underwritten Takedown that is a Block Trade using any existing and effective Shelf Registration (an “Underwritten Block Trade”) by notice to the Corporation (an “Underwritten Block Trade Notice”) at least five (5) days prior to the requested commencement of such Underwritten Block Trade, and any such request shall be deemed a Demand Registration.

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Following any such request, the Corporation shall (A) as promptly as practicable after receiving such Underwritten Block Trade Notice, notify all Holders of Registrable Securities of its receipt of an Underwritten Block Trade Notice, (B) use its commercially reasonable efforts to facilitate such Underwritten Block Trade as expeditiously as possible, and (C) subject to Section 2.01(b)(iv), include in such Underwritten Block Trade all such Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within one (1) Business Day after the Corporation’s giving of such notice; provided that such Registrable Securities requested by Holders to be included in such Underwritten Block Trade (i) are covered by an existing and effective Shelf Registration that may be utilized for the offering and sale of the Registrable Securities requested to be included or (ii) may be included in such Shelf Registration without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment), and provided further that the Initiating Holders shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. Notwithstanding the foregoing, the Corporation shall not be required to effect such Underwritten Block Trade, and such request shall not be deemed to have been made, unless the anticipated aggregate offering price, net of underwriting discounts and commissions, of the securities being offered is at least $100 million. The provisions of this Section 2.01(b) shall apply mutatis mutandis to each Underwritten Block Trade, with references to “filing of a registration statement” or such registration statement being declared “effective” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering.

(iv) If a Demand Registration involves an underwritten offering, including an Underwritten Takedown or an Underwritten Block Trade, and the Registrable Securities requested by Holders to be included in such offering exceeds the number of securities which can be sold that the managing underwriter and the Corporation in their reasonable discretion determine would not impact the pricing of the offering, then the Corporation shall be entitled to reduce the number of Registrable Securities included in such Demand Registration to the number that the managing underwriter and the Corporation in their reasonable discretion determine can be sold without having the impact on pricing referred to above, and the number of Registrable Securities registered shall be allocated pro rata among such Holders on the basis of the total number of Registrable Securities owned by such Holders or in such manner as they may otherwise agree; provided that the number of Registrable Securities held by such Holders to be included in such underwriting shall not be reduced unless all securities other than Registrable Securities held by any Holders are first excluded from such offering.

(v) Notwithstanding the foregoing obligations, if the Corporation furnishes to Holders requesting a registration pursuant to this Section 2.01(b) a certificate signed by the Corporation’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Corporation and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, strategic matter, or other similar transaction or matter involving the Corporation or its subsidiaries or affiliates, (B) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (C) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then the Corporation shall have the right to (i) defer taking action with respect to such filing (and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly) and (ii) suspend the use of the such registration statement (and any time periods with respect to such suspension shall be tolled correspondingly), in each case for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided that the Corporation may not invoke this right more than twice in any twelve (12)-month period.

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(vi) The Corporation shall not be obligated to effect, or to take any action to effect, any Demand Registration, including any Underwritten Takedown or Underwritten Block Trade, (A) during the period that is one hundred twenty (120) days before the Corporation’s good faith estimate of the date of filing of a registration statement for a primary offering of any securities by the Corporation, (B) during any period of one hundred eighty (180) days following the closing or completion of an offering of any securities by the Corporation, (C) within one hundred eighty (180) days of the effective date of any registration pursuant to Section 2.01(b)(i), an Underwritten Takedown pursuant to Section 2.01(b)(ii) or an Underwritten Block Trade pursuant to Section 2.01(b)(iii), or (D) if a Piggyback Registration pursuant to Section 2.01(a) had been available within the one hundred eighty (180) days preceding the date of the Demand Request (whether or not any Holder elected to include any Registrable Securities in such registration). Furthermore, the Corporation shall not be obligated to effect, or to take any action to effect, more than one (1) Demand Registration in any twelve (12)-month period until the third anniversary of the effective date of the registration statement for the IPO, and more than two (2) Demand Registrations in any twelve (12)-month period thereafter. A registration shall not be counted as “effected” for purposes of this Section 2.01(b)(v) until such time as the applicable registration statement has been declared effective by the SEC.

(vii) Whenever required under this Section 2.01(b) to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

(A) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to thirty (30) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided that such thirty (30) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of the applicable securities of the Corporation, from selling any securities included in such registration; (B) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act in order to facilitate their disposition of their Registrable Securities;

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(C) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Corporation shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(D) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(E) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(F) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Corporation are then listed;

(G) promptly make available for inspection by any managing underwriter participating in any disposition pursuant to such registration statement all financial and other records, pertinent corporate documents, and properties of the Corporation, and cause the Corporation’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter as reasonably necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

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(H) notify each selling Holder, promptly after the Corporation receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (I) after such registration statement becomes effective, notify each selling Holder and the managing underwriter, if any, (1) of any request by the SEC that the Corporation amend or supplement such registration statement or prospectus, (2) the SEC issues any stop order suspending the effectiveness of such registration statement or initiates any proceedings for that purpose, (3) the discovery of any event which requires that any changes be made in such registration statement or any related prospectus so that such registration statement or prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made (provided, however, that, in the case of this subclause (3), such notice need only state that an event of such nature has occurred, without describing such event), or (4) of the determination by counsel of the Corporation that a post-effective amendment to such registration statement (including any amendment or supplement thereto) is advisable, and the Corporation shall promptly use its commercially reasonable efforts to make any such required filings, amendments or supplements or to obtain the withdrawal or any such stop or similar order.

(c) It shall be a condition precedent to the obligations of the Corporation to take any action pursuant to this Section 2.01 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Corporation such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

(d) In connection with any offering involving an underwriting of the Corporation’s Equity Securities pursuant to this Section 2.01, whether initiated by the Corporation, any Holder or otherwise, (i) the underwriter(s) for such offering shall be selected by the Corporation, and (ii) the Corporation shall not be required to include any Registrable Securities for any Holder in such underwriting unless such Holder (A) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements as agreed upon between the Corporation and its underwriters, and (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that, except as required by Section 2.01(h), no Holder included in any underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters (other than representations and warranties regarding such Holder, such Holder’s ownership of its Registrable Securities to be sold in the offering and such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto.

(e) To facilitate the allocation of Registrable Securities in accordance with Section 2.01(a)(v) or Section 2.01(b)(iv), the Corporation or the underwriters may round the number of shares allocated to any Holder to the nearest 10 Shares.

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For purposes of the provisions in this Section 2.01 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(f) Each Holder shall, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 2.01(b)(vii)(I), suspend the disposition of any Registrable Securities covered by such registration statement or prospectus (or any amendment or supplement thereto) until such Holder’s receipt of the copies of a supplemented or amended registration statement or prospectus, or until it is advised in writing by the Corporation that the use of the applicable registration statement or prospectus may be resumed. If the Corporation shall have given any such notice during a period when a Demand Registration is in effect, the period during which the Corporation is required to keep such registration effective pursuant to Section 2.01(b) shall be extended by the number of days of such suspension period.

(g) All expenses (other than underwriting discounts or selling commissions) incurred by the Corporation in complying with its obligations pursuant to this Section 2.01 and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Corporation’s counsel and accountants, and the reasonable and documented fees and expenses of one counsel for the selling Holders participating in such registration as a group (selected by the selling Holders of a majority of the Registrable Securities included in the registration), shall be paid by the Corporation.

(h) If any Registrable Securities are included in a registration statement under this Section 2.01:

(i) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder participating in such registration, such Holder’s officers, directors, managers, members, partners, stockholders and Affiliates, any underwriter for each such Holder and each other Person, if any, who controls any such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability; in each case, except insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission made in reliance upon and in conformity with, as applicable, the written information relating to such selling Holder expressly for use therein.

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(ii) Each selling Holder participating in such registration shall furnish to the Corporation in writing such information and affidavits relating to such Holder as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Corporation, each director of the Corporation, each officer of the Corporation who shall sign such registration statement, any underwriter and each Person who controls the Corporation within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities or expenses, joint or several, to which any of the foregoing Persons may become subject und der the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability; provided, that the obligation to indemnify and reimburse shall be several, not joint and several, for each Holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Shares pursuant to such registration statement.

(iii) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each Holder, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Shares effected pursuant to such registration.

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The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

(iv) Promptly after receipt by an indemnified party under this Section 2.01(h) of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.01(h), give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.01(h), except to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.01(h).

(v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with the applicable offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

(vi) Unless otherwise superseded by an underwriting agreement entered into in connection with the applicable offering, the obligations of the Corporation and Holders under this Section 2.01(h) shall survive the completion of any offering of Registrable Securities in a registration under this Section 2.01, and otherwise shall survive the termination of this Agreement or any provision(s) of this Agreement.

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(i) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.01.

(j) The Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, (i) enter into any agreement with any holder or prospective holder of any securities of the Corporation that would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Section 2.01.

Section 2.02. Legends.

(a) Each certificate, instrument, or book entry representing (i) the Registrable Securities and (ii) any other securities issued in respect of the securities referenced in clause (i), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall be notated with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Corporation making a notation in its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer set forth in this Section 2.02(a).

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(b) The holder of securities of the Corporation required to be notated with the legend in Section 2.02(a) (“Restricted Securities”), by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2.02(b). Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the holder thereof shall give notice to the Corporation of such holder’s intention to effect such sale, pledge, or transfer, provided that no such notice shall be required if the intended sale, pledge or transfer complies with Rule 144. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Corporation, shall be accompanied at such holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Corporation, addressed to the Corporation, to the effect that the proposed transaction may be effected without registration under the Securities Act, (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Corporation to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the holder to the Corporation. The Corporation will not require such a notice, legal opinion or “no action” letter (x) in any transaction in compliance with Rule 144, or (y) in any transaction in which such holder distributes Restricted Securities to an Affiliate of such holder for no consideration; provided that with respect to transfers under the foregoing clause (y), each transferee agrees in writing to be subject to the terms of this Section 2.02(b). Each certificate, instrument, or book entry representing Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth above, except that such certificate, instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such holder and the Corporation, such legend is not required in order to establish compliance with any provisions of the Securities Act.

Section 2.03. Public Offering Lock-Up. Each Shareholder hereby agrees that, in connection with any underwritten public offering (including the IPO) (any such offering, “Public Offering”), it will not, without the prior written consent of the managing underwriter(s) of such Public Offering), (or, if applicable, such subset of managing underwriter(s) as may be selected by the Corporation, during the period commencing on the date that a preliminary prospectus relating to such Public Offering is first circulated and continuing to the date that is (1) in the case of the IPO, one hundred eighty (180) days following the date of the final prospectus relating to the IPO, or (2) in the case of any other such Public Offering, ninety (90) days following the date of the final prospectus relating to such Public Offering (or such shorter period as the managing underwriter(s) for such Public Offering may agree to), in each case (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Class A Common Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Class A Common Shares, (ii) enter into any hedge, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Shares or other securities, in cash, or otherwise, or (iii) publicly disclose the intention to enter into any such transaction described in clause (i) or (ii) above.

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The foregoing provisions of this Section 2.03 (i) shall not apply to (a) the sale of any Class A Common Shares to an underwriter pursuant to an underwriting agreement relating to the applicable Public Offering, (b) the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the applicable restricted period, (c) the transfer of any Class A Common Shares to any trust for the direct or indirect benefit of the Shareholder or the Immediate Family of the Shareholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 2.03, and provided further that any such transfer shall not involve a disposition for value, (d) to the extent the Shareholder is a corporation, partnership, limited liability company, or other business entity, transfers, distributions or dispositions (x) to limited partners, members, stockholders or holders of similar equity interests in the Shareholder or (y) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the Shareholder, or to any investment fund or other entity controlled or managed by the Shareholder or Affiliates of the Shareholder, provided that the transferee agrees to be bound in writing by the restrictions set forth in this Section 2.03, (e) securities of the Corporation acquired in the applicable Public Offering or in open-market or privately negotiated transactions after the completion of the applicable Public Offering, (f) the transfer of securities of the Corporation pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the capital stock of the Corporation involving a change of control of the Corporation which occurs after the consummation of the applicable Public Offering, is open to all holders of the capital stock of the Corporation and has been approved by the Board of Directors or (g) transfers of Class A Common Shares pursuant to a final non-appealable order of a court or regulatory agency, (ii) shall be subject to other customary exceptions, the nature of those exceptions to be determined by the Corporation acting reasonably after taking into account advice received from the underwriters in the applicable Public Offering and (iii) shall be applicable to the Shareholders only if all officers and directors of the Corporation are subject to the same restrictions. The underwriters in the applicable Public Offering are intended third-party beneficiaries of this Section 2.03 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Shareholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the applicable Public Offering that are consistent with this Section 2.03 or that are necessary to give further effect thereto. The Shareholders also agree and consent to the entry of stop transfer instructions with the Corporation’s transfer agent and registrar against the transfer of their respective Class A Common Shares except in compliance with the foregoing restrictions. Notwithstanding anything to the contrary in this Agreement, the exercise of any registration rights pursuant to this Agreement shall be subject to the restrictions set forth in this Section 2.03(b).

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ARTICLE III

TERM; TERMINATION

Section 3.01. Termination. This Agreement shall terminate on the earliest to occur of: (i) termination by written consent of each of the Corporation, the Holders holding a majority of the Shares held by all Holders and the Holders holding a majority of the Shares not held by VGP and the VGP Related Persons, (ii) the date on which no Registrable Securities remain outstanding, and (iii) the final dissolution and completion or winding up of the Corporation.

ARTICLE IV

GENERAL PROVISIONS

Section 4.01. Notices. All notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given by delivering that writing to the recipient in person, by courier, by electronic mail, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it; provided, however, that a facsimile or electronic mail that is transmitted after the normal business hours of the recipient shall be deemed effective on the next Business Day. All notices, requests, and consents to be sent to a Holder must be sent to or made at the addresses given for that Holder on Exhibit A or in the Accession Agreement for such Holder, as the case may be, or such other address as that Holder may specify by notice to the Corporation and the other Holders. All notices, requests, and consents to be sent to the Corporation must be sent to or made at the following address:

Venture Global, Inc.

1001 19th Street North, Suite 1500

Arlington, VA 22209

Attention: Chief Financial Officer and General Counsel

Email: [omitted], [omitted]

Section 4.02. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties hereto in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among such Parties, written or oral, to the extent they relate in any way to the subject matter of this Agreement or the transactions contemplated by this Agreement and/or the Original Agreement. There are no side letters between or among the Corporation and any Institutional Holder related to the subject matter set forth in this Agreement.

Section 4.03. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Holders and their respective successors and permitted assigns.

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Section 4.04. Governing Law. THIS AGREEMENT AND THE PERFORMANCE OF THE TRANSACTIONS AND THE OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES.

Section 4.05. Jurisdiction and Venue. IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION AND VENUE OF ANY FEDERAL OR STATE COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES ANY MOTION TO TRANSFER VENUE FROM, ANY OF THE AFORESAID COURTS.

Section 4.06. Waiver of Jury Trial. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Section 4.07. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.

Section 4.08. No Third Party Beneficiaries. Except as otherwise provided in Section 2.03 and for the indemnification rights of the any Holder or the Corporation under this Agreement, it is the intent of the Parties hereto that no third-party beneficiary rights be created or deemed to exist in favor of any Person not a party to this Agreement, unless otherwise expressly agreed to in writing by the parties.

Section 4.09. Joinder of Additional Holders. The rights of each Holder under this Agreement may be assigned (but only with all related obligations) in connection with a disposition of Registrable Securities to an Affiliate of such Holder (or, in the case of the Management Holder, to any VGP Related Person), upon the execution of an Accession Agreement.

Section 4.10. Counterparts. This Agreement may be executed in any number of counterparts, with each such counterpart constituting an original and all of such counterparts constituting but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other Applicable Law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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Section 4.11. Confidentiality. During the term of this Agreement and thereafter, each party hereto will, and will cause each of its Representatives (defined below) to, keep confidential all non-public information received from or otherwise relating to the Corporation or its subsidiaries, properties and businesses (including any notice of the Corporation’s intention or plan to confidentially submit or file a registration statement, any Demand Notice, any Demand Request, any Underwritten Block Trade Notice or any other notice hereunder and, in each case, the information contained herein) (“Confidential Information”) and will not, and will not permit its Representatives to, (a) disclose Confidential Information to any other Person other than (i) to another party hereto for a valid business purpose of the Corporation, (ii) in the case of Persons who are also officers, agents or representatives of the Corporation, in carrying out their duties in the best interests of the Corporation, or (iii) any potential bona fide transferee of a Holder’s Shares; provided that such potential transferee agrees to maintain the confidentiality of the Confidential Information on terms no less restrictive than those set forth in this Section 4.11 or (b) use Confidential Information for anything other than as necessary and appropriate in carrying out the business of the Corporation. The restrictions set forth in this Section 4.11 do not apply to any disclosures relating to U.S. federal and state income tax treatment and tax structure of the transaction contemplated hereby and all materials of any kind (including opinions and tax analyses) relating to the tax treatment and tax structure, not including information relating to the identity of the Holders, their respective Affiliates, agents, or advisors. As used herein the term “Confidential Information” shall not include information that (i) is, was, or becomes generally available to the public other than as a result of a disclosure by a party hereto, or its Affiliates, partners, directors, managers, officers, employees, agents, counsel, investment advisers or representatives or to such party’s designees on the Board of Directors or any board observers appointed by such party (all such Persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) is or was available to such party on a non-confidential basis prior to its disclosure to such party or its Representatives by the Corporation, (iii) is, was or becomes available to such party on a non- confidential basis from a source other than the Corporation, which source represents that it had the right to disseminate such information at the time it was acquired by such party, (iv) is independently developed by such party or on such party’s behalf without reference to the Confidential Information, or (v) is requested or required to be disclosed by law, rule, regulation, or order of a court with competent jurisdiction, or judicial proceeding so long as the Person subject to such disclosure obligations provides prompt notice (to the extent reasonably practicable) to the Corporation stating the basis upon which the disclosure is asserted to be required. The Holders agree that irreparable damage would occur in the event that any of the provisions of this Section 4.11 were not to be performed in accordance with the terms hereof and that (a) the Corporation and (b) the Holders shall be entitled to specific performance of the terms hereof in addition to any other remedy available at law or in equity.

Section 4.12. Amendment and Waiver. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) with the written consent of (a) the Corporation, and (b) the Holders of a majority of the Registrable Securities then outstanding; provided, that any such amendment or waiver that would adversely and disproportionately affect one or more Institutional Holders’ rights under this Agreement (relative to the Management Holder) shall require the consent of the Lead Institutional Holder.

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IN WITNESS WHEREOF, the Parties have duly executed this Shareholders’ Agreement as of the date first written above.

A-1

A-2

Exhibit A

Exhibit B

ACCESSION AGREEMENT

This form of Accession Agreement (“Accession Agreement”) is executed on [  ], by the undersigned (the “New Holder”) pursuant to the terms of that certain Amended and Restated Shareholders’ Agreement dated as of January 27, 2024 (the “Agreement”), by and among Venture Global, Inc., a Delaware corporation (the “Corporation”), and the Holders party thereto, as may be amended and restated hereafter. Capitalized terms used but not defined in this Accession Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Accession Agreement, the New Holder agrees as follows.

1.1 Acknowledgement. The New Holder acknowledges that [he/she/it] is acquiring [  ] shares of Class A Common Shares and/or Class B Common Shares of the Corporation (the “Shares”); and after such acquisition, the New Holder shall be considered a “Holder” and a “Party” for all purposes of the Agreement.

1.2 Agreement. The New Holder hereby (a) agrees that the Shares, and any other Equity Securities required by the Agreement to be bound hereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a Party thereto.

1.3 Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below the New Holder’s signature hereto.

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B-1

B-2

B-3