Document

Exhibit 10.12(b)

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

CONFIDENTIAL

Purchase Order # 2023-0001

PURCHASE ORDER (LEGAL)

This Purchase Order is dated 13 September 23 (the Commencement Date).

PARTIES

CEREBRAS SYSTEMS, INC. a company incorporated and registered under the laws of the State of Delaware, issued a Delaware State File Number of 6009247 by the Secretary of State of the State of Delaware and whose registered office is at 1237 E. Arques Avenue Sunnyvale, California 94085 (the Supplier).

G42 HOLDING US LLC, a company incorporated and registered under the laws of the State of Delaware, issued a Delaware State File Number of 7626371 by the Secretary of State of the State of Delaware and whose principal place of business is at [***] (G42).

BACKGROUND

1. G42 and the Supplier entered into a framework agreement dated 13 September 2023 (Framework Agreement), allowing G42 or any of its Affiliates to request Goods from the Supplier.

2. Pursuant to the Framework Agreement, G42 requests certain Goods to be provided by the Supplier, and the Supplier agrees to provide such Goods to G42 in accordance with Schedule 2 (Supply Contract Terms) of the Framework Agreement.

3. Unless otherwise stated or the context otherwise requires: (i) the terms set out in Schedule 2 of the Framework Agreement shall apply to this Purchase Order and are hereby incorporated by reference; and (ii) the definitions and rules of interpretation set out in Schedule 2 of the Framework Agreement shall apply to this Purchase Order.

CONFIDENTIAL

PURCHASE ORDER (COMMERCIAL)

Purchase Order No.

2023-0001

GOODS

[***]

[***] Node CS-2 Weight Streaming Cluster: [***] x CS-2 systems, [***].

[***]

[***] subscription to software updates, upgrades and bug fixes for [***] node Cerebras cluster, [***]. Extended Warranty: Hardware warranty of [***]. Access to an online searchable knowledge base. [***]. Hardware support on-site diagnostics and troubleshooting, remote remediation where possible. [***].

[***]

Supplier to execute physical installation, rack, stack, network, cabling, integrate cluster, power on, [***], configuration, and bring-up for a total of [***] node CS-2 system cluster. [***].

Acceptance Period

[***] from the Supplier notifying G42 that [***] is complete.

FEES

Goods

[***]

Sales Tax / Other Taxes

[***]

Shipping

N.A

Total Fees

[***]

Delivery Location

[***]

Delivery Terms

As per Supply Contract.

Delivery Date

See Special Terms

Invoice Address

[***]

WARRANTY* AND SPECIFICATIONS

Warranty Period *(only if different from Supply Contract)

[***]

Specifications

As described in the “GOODS” section of this Purchase Order.

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CONFIDENTIAL

Validation Checks

See Appendix.

OTHER DETAILS

Payment Terms

[***] of G42’s receipt of the relevant invoice.

Liability Cap

[***]

Liquidated Damages

Not Applicable.

Importer of Record (only if applicable)

Not Applicable.

Special Terms

Supplier agrees to deliver the Goods according to the following Delivery Schedule:

• [***] will be delivered and installed at the Delivery Location within [***] following the date of this Purchase Order (“1st Delivery Date”). Following the date of this Purchase Order, the Supplier will be entitled to issue an invoice for [***] CS-2 units.

• Further batches of [***] will be delivered to the Delivery Location, until Supplier has supplied a total of [***] units. The first such batch will be delivered [***] and each subsequent batch will be delivered in [***]. Supplier may deliver ahead of this schedule.

• After acceptance has occurred (in accordance with clause 3.4 of the Supply Contract) in respect of the delivery and installation of [***] at the Delivery Location, the Supplier shall be entitled to submit an invoice in respect of [***] and G42 shall pay each such invoice in accordance with the Payment Terms. The invoiced amount will be the Total Fees, prorated by the number of CS-2 units that are accepted as delivered and installed.



			SIGNATURES


			IN WITNESS WHEREOF, the parties hereto have duly executed this Purchase Order in any number of counterparts of identical content as of the date first above written.


			EXECUTED for and on behalf of G42 HOLDING US LLC


			/s/ Martin Edelman


			Name: Martin Edelman

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CONFIDENTIAL



			Title: Authorised Signatory


			Date: 13/09/2023


			EXECUTED for and on behalf of CEREBRAS SYSTEMS, INC.


			/s/ Andrew Feldman


			Name: Andrew Feldman


			Title: CEO


			Date: 9/5/2023

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CONFIDENTIAL

Appendix: Validation Checks

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