Tempus AI Inc

2025 Bonus Plan

On February 24, 2025, the compensation committee of our board of directors approved a bonus plan for fiscal year 2025, or the 2025 Bonus Plan, for certain of our employees, including James Rogers, our Chief Financial Officer, and Ryan Fukushima, our Chief Operating Officer. Under the 2025 Bonus Plan, Messrs. Rogers and Fukushima will each be eligible to receive an award under our 2024 Equity Incentive Plan, payable in either cash or fully vested RSUs, with a target value equal to 50% and 66.7% of base salary, respectively, subject to the Company’s achievement of pre-established performance goals.

Amendment to Convertible Promissory Note

On February 22, 2025, in connection with an addendum to our agreement for use of Google’s Google Cloud Platform, or the Amended Google Master Agreement, we amended the Amended Note, or the Second Amended Note. The Amended Google Master Agreement extends the services thereunder for a period of five years.

The Second Amended Note has a principal amount of $238.3 million, and bears interest at the rate set forth therein. The principal amount is automatically reduced each year based on a formula taking into account the aggregate value of the Google Cloud Platform services used by us under the Amended Google Master Agreement.

The outstanding principal and accrued interest under the Second Amended Note, or the Outstanding Amount, is due and payable on the earlier of (1) December 31, 2030, which is the maturity date of the Second Amended Note, (2) upon the occurrence and during the continuance of an event of default, and (3) upon the occurrence of an acceleration event, which includes any termination by us of the Amended Google Cloud Master Agreement. We generally may not prepay the Outstanding Amount, except that we may, at our option, prepay the Outstanding Amount in an amount such that the principal amount remaining outstanding after such repayment is $150.0 million.

If the Second Amended Note is outstanding at the maturity date, Google may, at its option, convert the then outstanding principal amount and interest accrued under the Second Amended Note into a number of shares of Class A common stock equal to the quotient obtained by dividing (1) the Outstanding Amount on the maturity date, by (2) the average of the last trading price on each trading day during the twenty-day period ending immediately prior to the maturity date, or the Average Price. In addition, on the maturity date, the Company may, at its option, pay up to 50% of the Outstanding Amount, or the Equity Repayment Amount, by delivering a number of shares of Class A common stock equal to the quotient obtained by dividing (1) the Equity Repayment Amount by (2) the Average Price.

The Second Amended Note was, and any shares of Class A common stock issued upon conversion or repayment thereof will be, issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the Second Amended Note does not purport to be complete and is qualified in its entirety by reference to the Second Amended Note, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K and which is incorporated herein by reference.