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Table of Contents quarters of 2025 and thus far in 2026, our continued compliance with the minimum liquidity requirement under the A&R Credit Facility, and our continued performance under the Lease Arrangements (as defined below), and our ability to issue these notes terminates if these conditions are not met for a sustained period. Our obligations under the notes are guaranteed by certain of our subsidiaries and, together with such guarantees, are secured on a junior basis by the collateral securing the 2026 Lease Arrangement. Upon an early buy-out of leased equipment at our election or if Broadcom or a designated financial partner demands a stipulated loss payment under the 2026 Lease Arrangement, Broadcom or a designated financial partner may require us to settle a portion of the notes in cash or in shares of our Class N common stock at the conversion price described above. If we experience a change of control or similar liquidation event, Broadcom or a designated financial partner may elect to receive cash equal to 150% of the then-outstanding principal amount of and accrued interest on the notes or to convert such notes immediately prior to the closing of such liquidation transaction. The Infrastructure Partner 2026 NPA contains customary events of default, including payment defaults under the Lease Arrangements and cross-defaults to material indebtedness, upon which Broadcom or a designated financial partner that holds the notes may accelerate any outstanding notes and terminate any remaining commitment. In connection with the Infrastructure Partner 2026 NPA, we entered into a registration rights agreement with Broadcom with respect to any shares of Class N common stock issued upon conversion of the notes. See “Description of Capital Stock—Registration Rights.” Google The following table summarizes the principal terms of the Google 2026 NPA, which provides for potential future issuances of notes subject to the limitations described below. Agreement Google 2026 NPA Original Principal Amount Available for Issuance Remaining Principal Amount Available for Issuance(1) $20.0 billion $20.0 billion(2) Principal Amount Outstanding(1) Interest Rate Maturity At IPO Post-IPO Conversion Terms $ — N/A(2) N/A(2) N/A(2) For post- IPO draws, Google may elect to receive either (i) a convertible promissory note on terms to be mutually agreed or (ii) shares of our Class N common stock at the 30-day trailing volume- weighted average price of our Class A common stock.(3) ______________ (1) As of June 30, 2026. (2) We do not expect any amounts to be issued under the Google 2026 NPA prior to the completion of this offering. If Google elects to receive any convertible promissory notes following the offering, the terms will be mutually agreed by us and Google. See the “Post-IPO” column. (3) To the extent the terms of a convertible promissory note cannot be agreed by us and Google, the draw is settled in shares of Class N common stock at the 30-day trailing volume-weighted average price of our Class A common stock. Requests for note issuances under the Google 2026 NPA can be made through December 31, 2030 and are driven by the achievement of certain conditions under certain third-party compute agreements and specified 167
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