MICROSTRATEGY INCORPORATED Clause Samples

MICROSTRATEGY INCORPORATED. MicroStrategy® pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow our enterprise analytics software business. In the first quarter of 2021, we determined to pursue as part of our overall corporate strategy, a strategy of acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities in capital raising transactions with the objective of using the proceeds to purchase bitcoin. Under this corporate strategy, we also periodically engage in activities to educate the market regarding bitcoin. We believe that our bitcoin acquisition strategy is complementary to our enterprise analytics software and services business, as we believe that our bitcoin and related activities in support of the bitcoin network enhance awareness of our brand and can provide opportunities to secure new customers for our analytics offerings. We are also exploring opportunities to apply bitcoin-related technologies such as blockchain analytics into our software offerings. We view our bitcoin holdings as long-term holdings, and we do not plan to engage in regular trading of bitcoin and have not hedged or otherwise entered into derivative contracts with respect to our bitcoin holdings, though we may sell bitcoin in future periods as needed to generate cash for treasury management and other general corporate purposes. We have not targeted any specific amount of bitcoin holdings, and we will continue to monitor market conditions in determining whether to conduct debt or equity financings to purchase additional bitcoin. As a global leader in enterprise analytics software and services, our vision is to enable Intelligence Everywhere. Our core offering, MicroStrategy 2021™, helps achieve this vision by delivering actionable intelligence and modern analytics on an open, comprehensive enterprise platform. MicroStrategy 2021 allows our customers to build high- performance, governed, and secure applications that can scale across their enterprises. Our platform is designed to empower the entire workforce with intelligence through the following differentiated features:

MICROSTRATEGY INCORPORATED. By: ----------------------------------------- Name: --------------------------------------- Its: President EXHIBIT I MICROSTRATEGY INCORPORATED CONVERSION NOTICE Reference is made to the Certificate of Designations, Preferences and Rights of the Series F Convertible Preferred Stock of MicroStrategy Incorporated (the "Certificate of Designations"). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series F Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of MicroStrategy Incorporated, a Delaware corporation (the "Company"), indicated below into shares of Class A Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, as of the date specified below.

MICROSTRATEGY INCORPORATED. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT B [FORM OF PROMISSORY NOTE] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE. MICROSTRATEGY INCORPORATED SENIOR PROMISSORY NOTE DUE JULY 31, 2003 No. [___] __________, 2002 $[ ] ------------------- FOR VALUE RECEIVED, MICROSTRATEGY INCORPORATED, a Delaware corporation (the "Company"), hereby promises to pay to the order of [ ] or ------------- registered assigns ("Holder") the amount set out above (as reduced pursuant to the terms hereof pursuant to repayment, prepayment or otherwise, the "Principal") when due, whether upon acceleration, repayment, prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the rate of 7.5% per annum, subject to adjustment pursuant to Section 3(b)(i) (the "Interest Rate"), from the date set out above (the "Issuance Date") until the same is paid, whether upon acceleration, repayment, prepayment or otherwise (in each case in accordance with the terms hereof). This Note is one of the Promissory Notes issued pursuant to the Second Redemption and Exchange Agreement dated July 30, 2002 among the Company, the Holder and the other Investor set forth therein (the "Second Exchange Agreement").

MICROSTRATEGY INCORPORATED. By: ---------------------------------------

MICROSTRATEGY INCORPORATED. By: ----------------------- ATTEST