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Delaware SPV Architecture
Legal & Engagement

Structure

that protects you.

Each engagement is wrapped in its own Delaware LLC special purpose vehicle — the institutional project finance model used by data center REITs, infrastructure funds, and asset-backed operators globally. Isolated liability, institutional escrow controls, fixed-price take-or-pay terms. A capital structure built for institutional procurement teams.

Delaware LLC SPV
Escrow Controls
Take-or-Pay
Fixed Price
Engagement Architecture
01 Engagement / 02 SPV / 03 Escrow / 04 Delivery
TAKE-OR-PAY
FIXED PRICE
ZERO VARIABLE COSTS
SOVEREIGN TERMS
01
Engagement Model

Fixed price.
No surprises.

A single monthly fixed fee covers hardware, software, engineering, and operations. Take-or-pay structure — you pay for the capacity you commit, regardless of utilization. No metering, no burst fees, no variable costs of any kind.

FixedMonthly Fee
Take-or-PayStructure
ZeroVariable Costs
Single line item — hardware, software, ops fully bundled
Take-or-pay — committed capacity billed regardless of use
No overages, burst fees, bandwidth charges, or licensing add-ons
Multi-year term options with predictable escalation schedule
DELAWARE LLC
PER-ENGAGEMENT
ISOLATED LIABILITY
REGISTERED AGENT
02
SPV Structure

Isolated entity.
Per engagement.

Each client engagement is intended to be structured through a dedicated Delaware LLC special purpose vehicle. Liability is isolated to the SPV — not commingled with Verde Compute's balance sheet or other client engagements. Clean corporate structure for your finance and legal teams.

10–15Business Days
DelawareLLC Domicile
1:1Client Ratio
IsolatedLiability
SPV can be incorporated within 10–15 business days of term sheet execution — legal counsel engaged and ready to proceed
New Delaware LLC formed per engagement — no shared entities, no cross-client liability
All engineers are Verde Inc. W-2 employees — not contractors. Named individually in MSA Exhibit A
Liability isolated: SPV defaults do not affect other clients
Clean capitalization — auditable by your finance team
Registered agent maintained throughout engagement term
THIRD-PARTY ESCROW
MILESTONE RELEASE
INDEPENDENT TRUSTEE
GOVERNED BY NDA
03
Escrow & Legal

Independent escrow.
Your money protected.

Setup and first-month fees held in third-party escrow with an independent trustee until delivery milestones are confirmed. Milestone-based release tied to hardware acceptance testing and go-live confirmation.

Client insolvency protection: Escrowed funds are held by an independent trustee — they are legally segregated from Verde Compute's operating assets. Verde Compute insolvency does not affect escrowed client funds.

A summary term sheet outlining key MSA provisions (liability framework, SLA structure, SPV mechanics, and early termination provisions) is available upon request, prior to NDA execution. Full MSA and DPA documentation are provided upon NDA completion.

3rd PartyEscrow
MilestoneRelease
FullNDA + MSA
Escrow held by independent trustee — not Verde Compute
Release triggered by signed hardware acceptance certificate
NDA executed before any technical documentation shared
Financial data room available to qualified financing parties under NDA — term sheet, escrow structure, and insurance framework included
MSA, SLA, and DPA provided as standard contract package
30-DAY ONBOARDING
BURN-IN VALIDATION
GO-LIVE SIGN-OFF
CONTINUOUS OPS
04
Delivery Process

Structured handover.
Zero gaps.

30-day structured pre-deployment onboarding before any production traffic. 72-hour hardware burn-in test. Formal go-live sign-off document before billing begins. Post-go-live hypercare period with daily standups for the first 30 days of operation.

30 DaysOnboarding
72hrBurn-In
30 DaysHypercare
Pre-deployment onboarding: network, access, toolchain setup
72-hour burn-in — all GPUs stress-tested before acceptance
Formal go-live certificate — billing starts only after sign-off
30-day hypercare: daily standups, dedicated escalation line
Scroll to advance
How the SPV
structure works.

Every Verde Compute engagement is wrapped in a clean, auditable legal structure designed for institutional procurement.

Entity
Verde Compute SPV
[Client Name], LLC
Delaware LLC formed exclusively for your engagement. Separate from Verde Compute parent and all other client entities. Clean ledger, independent registered agent, auditable at any time.
Client Side
Master Services Agreement
Signed MSA defines scope, SLA, fees, term, termination rights, and IP ownership. Governed by Delaware law. Full legal review supported.
Escrow
Tripartite Escrow & Waterfall
All client payments flow through an independent escrow account held by a nationally chartered U.S. bank — not Verde Compute. Disbursements follow a contractually fixed priority waterfall committed at financial close:
1 Lender debt service — Priority 1 (absolute) · automatic, no Verde instruction required
2 Operating costs (DC, NVIDIA, engineering team, insurance amortization)
3 DSRA replenishment — multi-month debt service reserve maintained in lender-controlled account
4 P-DSRA contribution — 25% of net surplus to Progressive DSRA (target: 1× monthly client revenue)
5 ORA contribution — 5% of net surplus to Operational Reserve (target: 2 months operating costs)
6 Verde distributions — residual only · suspended if debt service coverage falls below covenant threshold
4-account escrow structure: A Revenue Collection · B Debt Service Reserve (lender-controlled) · C Progressive DSRA (P-DSRA) · D Operational Reserve (ORA). Verde distributions are residual-only. Escrow agent is an independent Tier-1 U.S. institutional trustee — full mechanics disclosed at financial close.
Operations
Dedicated Infrastructure
SPV holds the operational assets for your engagement. Equipment, software licenses, and engineer assignments scoped to the SPV.
Reporting
Monthly Financial Statements
SPV-level P&L available on request following engagement commencement. Transparent cost structure — no hidden markups, no recharges, no intra-group transfers.
Week-by-week
from contract to go-live.

A defined, documented process. No ambiguity on what happens when, and who is responsible at each stage.

Week 0
NDA & Term Sheet
Non-disclosure agreement executed. Term sheet issued outlining scope, pricing, and key commercial terms. No technical documentation shared until NDA is in place.
NDATerm SheetCommercial Review
Week 1–2
MSA, SLA & SPV Formation
Master Services Agreement and SLA executed. Delaware LLC SPV formed for the engagement. Escrow account opened with independent trustee.
MSASLASPV FormationEscrow Open
Week 2–4
Technical Onboarding
Network architecture finalized. VPN and private link provisioned. User accounts, MFA, and access controls configured. Software stack deployed and validated.
Network SetupAccess ControlStack Deploy
Week 4–5
72-Hour Hardware Burn-In
All GPUs and infrastructure components stress-tested under synthetic and real workloads for 72 continuous hours. Any failed units replaced before the clock starts.
GPU Stress TestThermal ValidationNetwork Load Test
Week 5–6
Go-Live Certificate & Escrow Release
Joint hardware acceptance certificate signed by both parties. Escrow released to SPV. Billing commences from go-live date. 30-day hypercare period begins.
Acceptance CertEscrow ReleaseBilling StartHypercare
Ongoing
Continuous Operations
Steady-state operations. Weekly reports, monthly SLA review, quarterly executive briefings. Full audit trail maintained. Renewal discussions begin 90 days before term end.
Weekly ReportsSLA ReviewQBR
Standard terms
in every engagement.

No bespoke negotiation required on core commercial terms. These are Verde Compute's standard positions — designed for institutional procurement.

Pricing Structure
Fixed Monthly
Single fee covers hardware, software licenses, engineering, and 24/7 operations. No line-item billing.
Commitment Model
Take-or-Pay
Committed capacity billed at fixed rate regardless of utilization. No burst, no overage, no metering.
Contract Term
Multi-year
Standard engagement terms: multi-year take-or-pay commitment. Specific term length confirmed at engagement — predictable annual escalation schedules available.
Legal Entity
Delaware LLC
Per-engagement SPV formed in Delaware. Isolated liability, non-recourse structure. Clean corporate ledger, auditable at any time.
Governing Law
Delaware / US
All agreements governed by Delaware law. Dispute resolution by binding arbitration, administered by a mutually agreed institution as specified in the applicable Master Services Agreement.
Escrow Policy
3rd-Party Hold
Setup and first-month fees held in independent escrow until signed go-live acceptance certificate.
Two clearly defined paths.
Your choice.

Every Verde Compute engagement includes a contractually defined term-end option framework. At the close of the contract term, you hold a clear choice — not a vendor renewal renegotiation.

Term End Framework
Term End
Options
Two paths, both defined in the MSA at signing — not negotiated under duress at renewal. Full transparency on both options committed at Month 30 review.
Path A — Evergreen
Upgrade & Continue
Verde upgrades the cluster to the next hardware generation. Same team, same endpoints, same SLA structure. Transition is invisible to your workloads. No migration, no downtime. Pricing formula for the renewed term is disclosed at Month 30.
Path B — Ownership
Purchase the Cluster
You may acquire the hardware at independently assessed fair market value at term end. A mutually agreed independent appraiser confirms valuation at Month 30. Optional continuity support available post-transfer. No other managed compute provider offers this — cloud gives you nothing at term end.

Specific terms, valuation methodology, and continuation options are confirmed in the Master Service Agreement at engagement and disclosed in full at Month 30 review. All term-end provisions are subject to formal MSA documentation.

Financier Architecture
Credit structure.
Lender-first design.

The Verde Compute engagement structure is engineered for senior secured lenders. Every major lender concern — collateral perfection, cash flow priority, step-in rights, covenant visibility — is addressed in the foundation document layer before client contracts are executed.

Full credit package and data room access available to qualified financing parties under mutual NDA → [email protected]

01
Collateral Chain
First-lien security on all SPV assets
UCC-1 financing statement perfects lender security interest across the full collateral package: NVIDIA Blackwell hardware (physical assets) · NVIDIA Enterprise licenses (§365(n) protected — survive Verde parent bankruptcy) · DC colocation rights (lender step-in consented by DC operator) · 4-account escrow receivables (assigned to lender at close) · Take-or-Pay MSA revenue stream (client payment obligations assigned). Collateral package covers 100% of revenue-generating assets within the SPV.
02
Cash Flow Priority
Automatic, lender-first debt service
All client revenue is deposited into Account A (Revenue Collection) — held by an independent Tier-1 institutional trustee, not Verde. Monthly sweep is automatic and contract-mandated: debt service is Priority 1, paid before any Verde operating cost or distribution. Account B (DSRA) is lender-controlled. Verde distributions are strictly residual — suspended by covenant trigger if DSCR falls below threshold. Verde management has no discretion over Priority 1 or 2 disbursements.
03
Step-In Rights
Operational continuity on lender default
Three pre-negotiated step-in rights give the lender full operational control on Verde default — without destroying collateral value: DC Colocation Agreement (lender step-in consented by DC operator at signing) · NVIDIA License Assignment (§365(n) protection — licenses survive Verde parent bankruptcy and are assignable to lender-nominated operator) · Inter-Company MSA (engineering team secondment agreement allows lender-appointed manager to take over NOC operations). Lender can continue providing compute service without Verde involvement.
04
Take-or-Pay Enforceability
Revenue stream as bankable collateral
The client Take-or-Pay MSA is structured to function as bankable receivables: client payment obligation is absolute — not contingent on Verde performance where Verde's failure is force-majeure-covered by insurance · Assignment of receivables to lender perfected at financial close · 20-policy insurance consortium covers BI, hardware replacement, and cyber — preventing force majeure excusal from payment · Delaware governing law with binding arbitration clause. Legal opinion confirms enforceability, authority, and no conflict with existing obligations.
Covenant Package (Indicative)
DSCR Maintenance: Minimum debt service coverage ratio maintained throughout term — tested monthly. Verde distributions suspended below threshold.
DSRA Minimum Balance: Account B maintained at lender-specified minimum (multi-month debt service buffer). P-DSRA builds to 1× monthly client revenue.
Insurance Maintenance: All 20 policies maintained in full — lender is first loss payee on hardware all-risk. Lapse triggers immediate event of default.
No Additional Debt: SPV operating agreement restricts any debt beyond the single senior facility. No subordinated debt, no intercompany guarantees running upward.
Client MSA Integrity: Material amendment to client Take-or-Pay MSA requires lender consent. Client termination triggers immediate lender notification protocol.
Reporting Obligations: Monthly SPV-level P&L · Quarterly covenant compliance certificate · Annual audited financials. All delivered to lender by fixed dates per Credit Agreement.
Key Credit Metrics (Structure-Level)
Revenue typeTake-or-Pay / Fixed Monthly
Revenue variabilityZero — contractually fixed
Client payment obligationAbsolute / Non-contingent
Debt service priorityPriority 1 — automatic
Collateral perfectionUCC-1 — hardware + licenses + rights
BI insurance indemnityFull-term / Lloyd's · AIG · Chubb
Bankruptcy remoteness8 structural ring-fences
Legal opinion coverageEnforceability · Authority · Perfection
Step-in rightsDC · NVIDIA · NOC Team
Escrow accounts4 (A: Collection · B: DSRA · C: P-DSRA · D: ORA)
Credit packageAvailable under mutual NDA
Lender Data Room
Full credit package available to qualified financing parties under mutual NDA
Term sheet · Escrow structure · Insurance schedule · Legal opinions · SPV operating agreement · Covenant package
[email protected]
Ready to Proceed?
Engagement starts
with an NDA.

NDA executed within 24 hours. Term sheet and full technical documentation follow. Zero commitment required until MSA is signed.