0001104659-26-100347 Sample Contracts

NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of August 24, 2026 4.50% Convertible Senior Notes due 2034
Indenture • August 24th, 2026 • Nebius Group N.V. • Services-computer programming, data processing, etc. • New York

INDENTURE, dated as of August 24, 2026, between Nebius Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands registered in the trade register under number 27265167, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

NEBIUS GROUP N.V. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of August 24, 2026 0.50% Convertible Senior Notes due 2030
Indenture • August 24th, 2026 • Nebius Group N.V. • Services-computer programming, data processing, etc. • New York

INDENTURE, dated as of August 24, 2026, between Nebius Group N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands registered in the trade register under number 27265167, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

EXCHANGE AGREEMENT
Exchange Agreement • August 24th, 2026 • Nebius Group N.V. • Services-computer programming, data processing, etc.

This Exchange Agreement (this “Agreement”) is made and entered into as of this 19th day of August, 2026 (the “Trade Date”), by and between Nebius Group N.V., with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands registered in the trade register under number 27265167 (the “Company”) and [●] (the “Investor”), for itself and, if applicable, on behalf of the beneficial owners listed on Schedule A hereto for whom the Investor holds contractual and investment authority (the Investor, if it is itself a beneficial owner of Notes to be exchanged hereunder, and each such beneficial owner listed on Schedule A hereto, each an “Exchanging Holder” and collectively, the “Exchanging Holders”).