Term Sheet - MSFT3 Convertible note

INDICATIVE TERM SHEET - CONVERTIBLE NOTE Date: 2026-06-26 Borrower: Microsoft Corporation ("MSFT" or the "Borrower") Lender: Meridian Capital Partners Fund II, L.P. (the "Lender") Facility: $36,000,000 convertible note. Interest Rate: Term SOFR plus 7.50% per annum, payable monthly in arrears. Maturity: 24 months from the Closing Date. Optional Prepayment: The Borrower may prepay the Facility in whole or in part, subject to a prepayment premium of 1.0% of the principal amount prepaid during the first twelve months following the Closing Date, and at par thereafter. Financial Reporting: The Borrower shall deliver unaudited quarterly financial statements within 45 days of each fiscal quarter end, and audited annual financial statements within 120 days of each fiscal year end. Assignment: The Lender may assign its rights and obligations under the Facility with the prior written consent of the Borrower, such consent not to be unreasonably withheld. Events of Default: Customary for facilities of this type, including nonpayment, breach of covenants, material misrepresentation, cross-default to other material indebtedness, and insolvency events. Governing Law: This term sheet and the definitive documentation shall be governed by the laws of the State of Delaware. Non-Binding: This term sheet is an indication of interest only and does not constitute a commitment to lend. -- Synthetic document generated for demonstration purposes. --