Term Sheet - SHOP Convertible note

INDICATIVE TERM SHEET - CONVERTIBLE NOTE Date: 2026-05-15 Borrower: Shopify Inc. ("SHOP" or the "Borrower") Lender: Meridian Capital Partners Fund II, L.P. (the "Lender") Facility: $14,000,000 convertible note. Interest Rate: Term SOFR plus 9.75% per annum, payable monthly in arrears. Maturity: 60 months from the Closing Date. Optional Prepayment: The Borrower may prepay the Facility in whole or in part, subject to a prepayment premium of 2.5% 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 to any person without the consent of the Borrower. Most Favored Nation: If the Borrower incurs any indebtedness on economic terms more favorable to the applicable lender than the terms of the Facility, the terms of the Facility shall be adjusted to match such more favorable terms. 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 New York. 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. --