EX-10.5





 Exhibit 10.5 

UIPATH, INC. 2018 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT (EARLY
EXERCISE) 
 The Optionee has been granted the following option to purchase shares of the Common Stock of UiPath, Inc. (the
“Company”): 
  

					
		 	Name of Optionee:	  	As per Carta
			
		 	Total Number of Shares:	  	As per Carta
			
		 	Type of Option:	  	As per Carta
			
		 	Exercise Price per Share:	  	As per Carta
			
		 	Date of Grant:	  	As per Carta
			
		 	Date Exercisable:	  	As per Carta
			
		 	Vesting Commencement Date:	  	As per Carta
			
		 	Vesting Schedule:	  	As per Carta
			
		 	Expiration Date:	  	As per Carta

 By signing below or otherwise accepting this option in a manner acceptable to the Company, the Optionee and the Company agree
that this option is granted under, and governed by the terms and conditions of, this Notice of Stock Option Grant, the 2018 Stock Plan and the Stock Option Agreement. Both of the latter documents are attached to, and made a part of, this Notice of
Stock Option Grant. Capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings set forth in the Plan. Section 15 of the Stock Option Agreement includes important acknowledgements of
the Optionee. 
  

							
	OPTIONEE:	 		 	UIPATH, INC.
				
	  
	 		 	By:	 	  

		 		 	Title:	 	  














 THE OPTION GRANTED PURSUANT TO THE NOTICE OF STOCK OPTION GRANT AND THIS AGREEMENT AND THE SHARES
ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 
 UIPATH,
INC. 2018 STOCK PLAN: 
 STOCK OPTION
AGREEMENT (EARLY EXERCISE) 
 SECTION 1. GRANT OF OPTION. 

(a)    Option. On the terms and conditions set forth in the Notice of Stock Option Grant, this Agreement and
the Plan, the Company has granted to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair
Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided
in the Notice of Stock Option Grant. 
 (b)    $100,000 Limitation. Even if this option is designated as an ISO
in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 

(c)    Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee
acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 16 hereof), capitalized terms shall have the
meaning ascribed to such terms in the Plan. 
 SECTION 2. RIGHT TO EXERCISE. 

(a)    Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement,
all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7. 

(b)    Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall
be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 












 SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in or pursuant to this Agreement or the Plan, this option and the rights and privileges conferred hereby shall not
be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

SECTION 4. EXERCISE PROCEDURES. 

(a)    Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by:
(i) signing and delivering written notice (on a form prescribed by the Company) to the Company pursuant to Section 14(c) specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of
payment, (ii) if requested by the Company, executing and delivering such stockholders agreements as apply to the holders of the Company’s preferred stock (including, without limitation, any right of first refusal and co-sale agreement and/or voting agreement of the Company) and (iii) delivering payment, in a form permissible under Section 5, for the full amount of the Purchase Price (together with any applicable
withholding taxes under Subsection (b)). In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise
this option. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant. 

(b)    Withholding Taxes. In the event that the Company determines that it is required to withhold any tax
(including without limitation any income tax, social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s participation in the Plan
and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant, vesting or exercise of this option, or as a result of the vesting or transfer of shares acquired
upon exercise of this option, the Optionee, as a condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee acknowledges that the
responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by the Company (or its affiliate or agent). 

(c)    Issuance of Shares. After satisfying all requirements for exercise of this option, the Company shall cause
to be issued one or more certificates evidencing, or electronic notation representing, the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the
names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered
into the books and records of the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares. In the case of Restricted Shares, the
Company shall cause any certificates evidencing such Shares to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause any certificates evidencing such Shares to be delivered to or upon the order of the
person exercising this option. 

  
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 SECTION 5. PAYMENT FOR STOCK. 

(a)    Cash. All or part of the Purchase Price may be paid in cash or cash equivalents or pursuant to a form of
electronic funds transfer acceptable to the Company. 
 (b)    Surrender of Stock. At the discretion of the Board
of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be
valued at their Fair Market Value as of the date when this option is exercised. 
 (c)    Cashless Exercise. All
or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the
sales proceeds to the Company. However, payment pursuant to the preceding sentence shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. At the discretion of the Board of
Directors, all or part of the Purchase Price and any withholding taxes may be paid pursuant to another cashless exercise arrangement established by the Company. 

SECTION 6. TERM AND EXPIRATION. 

(a)    Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock
Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 

(b)    Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other
than death, then this option shall expire on the earliest of the following occasions: 
 (i)    The
expiration date determined pursuant to Subsection (a) above; 
 (ii)    The date three months after
the termination of the Optionee’s Service for any reason other than Disability; or 
 (iii)    The
date six months after the termination of the Optionee’s Service by reason of Disability. 
 The Optionee may exercise all or part of this option at any
time before its expiration under the preceding sentence, but only to the extent that this option had become vested before the Optionee’s Service terminated or becomes vested as a result of such termination. In the event that the Optionee dies
after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option
directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested before the Optionee’s Service terminated or becomes vested as a result of such termination. Once this
option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying Shares. 

  
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 (c)    Death of the Optionee. If the Optionee dies while in
Service, then this option shall expire on the earlier of the following dates: 
 (i)    The expiration
date determined pursuant to Subsection (a) above; or 
 (ii)    The date 12 months after the
Optionee’s death. 
 All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested before the
Optionee’s death or becomes vested as a result of the Optionee’s death. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying
Shares. 
 (d)    Additional Vesting After Termination of Service. The period of time beginning on the date that
the Optionee’s Service terminates or the date that the Optionee dies while in Service and ending on the earliest of the occasions determined pursuant to Subsections (b) or (c) above, as applicable, is referred to as the
“post-termination exercise period”. To the extent this option is not fully vested on the date the Optionee’s Service terminates or the date that the Optionee dies while in Service, the Board of Directors may, during the
post-termination exercise period, take action to cause this option to become vested (in whole or in part). In no event will this option become vested after termination of the Optionee’s Service or death unless the Board of Directors takes
affirmative action pursuant to the preceding sentence or unless expressly provided in a written agreement between the Company and the Optionee. In this regard, any provision of this Agreement or another agreement that provides for vesting upon an
event (including, without limitation, a change in control) will be deemed to require Service through the occurrence of such event unless the agreement clearly provides otherwise. 

(e)    Extension of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is
first listed for trading on an established securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the exercise of this option would be prohibited solely because the
issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of
this option will instead remain outstanding and not expire until the earlier of (i) the expiration date determined pursuant to Section 6(a) above or (ii) the date on which the then-vested portion of this option has been exercisable
without violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified in the applicable Subsection above. 

  
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 (f)    Part-Time Employment and Leaves of Absence. If the
Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then, to the extent permitted by applicable law, the Company
may adjust or suspend the vesting schedule set forth in the Notice of Stock Option Grant. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona
fide leave of absence approved by the Company in writing. Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work when such leave ends. 

(g)    Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option
Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i)    More than three months after the date when the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code); 

(ii)    More than 12 months after the date when the Optionee ceases to be an Employee by reason of
permanent and total disability (as defined in Section 22(e)(3) of the Code); or 
 (iii)    More
than three months after the date when the Optionee has been on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 

SECTION 7. RIGHT OF REPURCHASE. 

(a)    Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and
Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its
Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may
be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or
(ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised. 

(b)    Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in
accordance with the vesting schedule set forth in the Notice of Stock Option Grant. 
 (c)    Escrow. Upon
issuance, any certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in
Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in
escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) if held in
escrow, released to the Optionee upon his or 

  
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her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted
Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

 (d)    Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase
automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 14(c) that it will not exercise its Right
of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in
cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. If the Restricted Shares being repurchased are represented by certificate(s), any such certificate(s) shall
be delivered to the Company. If the Restricted Shares being repurchased are not represented by certificate, the repurchase shall be effected by an appropriate book entry on the stock ledger for the Shares. 

(e)    Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this
Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other
than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not any certificate(s) for such Restricted Shares have been delivered to the
Company or the consideration for such Restricted Shares has been accepted. 
 (f)    Additional or Exchanged
Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend,
the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of
Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be
paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of any transaction described in Section 9(b) of the Plan or any other corporate
reorganization, the Right of Repurchase may be exercised by the Company’s successor. 
 (g)    Transfer of
Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted
Shares to one or more members of the Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the benefit of the Optionee and/or one or more members of the Optionee’s


  
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Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any
Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee. 

(h)    Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of
Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall be entitled to and assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8. RIGHT OF FIRST REFUSAL. 

(a)    Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a
third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired
under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

(b)    Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after
the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions no
less favorable to the Optionee than those described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to
which the Optionee is bound. Any proposed transfer on terms and conditions less favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal
and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within
60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares
was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the
Transfer Notice. 

  
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 (c)    Additional or Exchanged Securities and Property. In the
event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or
other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal.
Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8. 

(d)    Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the
event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures
prescribed by Subsections (a) and (b) above. 
 (e)    Permitted Transfers. This Section 8 shall
not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the
Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the
Optionee. 
 (f)    Termination of Rights as Stockholder. If the Company makes available, at the time and place
and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights
as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not any
certificate(s) therefor have been delivered as required by this Agreement. 
 (g)    Assignment of Right of First
Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the
Company’s rights and obligations under this Section 8. 
 SECTION 9. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a)    It and the Optionee have taken any actions required to register the Shares under the Securities Act
or to perfect an exemption from the registration requirements thereof; 

  
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 (b)    Any applicable listing requirement of any stock
exchange or other securities market on which Stock is listed has been satisfied; and 
 (c)    Any other
applicable provision of federal, State or foreign law has been satisfied. 
 SECTION 10. NO REGISTRATION RIGHTS. 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 

SECTION 11. RESTRICTIONS ON TRANSFER OF SHARES. 

(a)    General Restrictions. Unless the Stock is readily tradeable on an established securities market, the transfer
of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company
and (ii) payment of a transfer fee not to exceed $5,000. Shares purchased pursuant to this Agreement shall be subject to any transfer restrictions set forth in the Company’s bylaws, as may be amended from time to time. 

(b)    Securities Law Restrictions. Regardless of whether the offer and sale of Shares under the Plan have been
registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to refuse) to transfer Shares acquired hereunder (or
Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the Securities Act or other relevant securities or other
laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration.

(c)    Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of
the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such
period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution


  
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of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities
Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s
initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The
Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act. 

(d)    Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon
exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(e)    Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under
the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, including (if applicable because the Company is
relying on Regulation S under the Securities Act) that as of the date of exercise the Optionee is (i) not a U.S. Person; (ii) not acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii) is not
exercising the option in the United States. 
 (f)    Legends. Any certificates (or electronic equivalent)
evidencing Shares purchased under this Agreement shall bear the following legend: 
 “THE SHARES REPRESENTED HEREBY (AND ANY INTEREST
THEREIN) MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ACQUIRED. SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN
RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN SUCH STOCK OPTION AGREEMENT.
THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH STOCK OPTION AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

  
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 Any certificates (or electronic equivalent) evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH
REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

 (g)    Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 

(h)    Administration. Any determination by the Company and its counsel in connection with any of the matters set
forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION 12. DRAG ALONG RIGHT. 

(a)    Required Actions. If the Requisite Parties approve a Sale of the Company, then Optionee hereby agrees with
respect to all Shares which the Optionee own(s) or over which the Optionee otherwise exercises voting or dispositive authority: 

(i)    if such Sale of the Company requires stockholder approval under the Certificate, the Bylaws of the
Company or any law, rule or regulation applicable to the Company, to vote (in person, by proxy or by action by written consent, as applicable) such Shares in favor of such Sale of the Company (it being understood that, within five (5) days
after the delivery of a proxy or consent solicitation statement (or similar document requesting the consent or approval of stockholders) in respect of any Sale of the Company, the Stockholder shall duly execute and deliver a proxy or consent, as the
case may be, in favor of such Sale of the Company); 

  
 11 













 (ii)    if such transaction is a Stock Sale, to sell the
same proportion of shares of capital stock of the Company beneficially held by the Optionee as is being sold by the Selling Holders to the person to whom the Selling Holders propose to sell their Shares; 

(iii)    to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law
at any time with respect to such Sale of the Company; 
 (iv)    if the consideration for such Shares
pursuant to the Sale of the Company includes any securities, accept in lieu thereof an amount of cash equal to the fair value (as determined in good faith by the Company) of such securities to the extent reasonably necessary (as determined in good
faith by the Company) to comply with applicable federal and state securities laws; 
 (v)    if the
Selling Holders appoint a stockholder representative (the “Stockholder Representative”) for matters affecting the stockholders of the Company under the applicable definitive transaction agreements, to consent to (i) the
appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro
rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with
such Sale of the Company and its related service as the representative of the Stockholders; 
 (vi)    to
agree to make representations and warranties and to agree to indemnity and other liability obligations in connection with the Sale of the Company on terms and conditions that, taken as a whole, are no less favorable to Optionee than to other holders
of Common Stock of the Company; and 
 (vii)    to execute and deliver all related documentation and take
such other action in support of the Sale of the Company, as reasonably requested by the Company, including a written consent, release and/or joinder, and to not take any action inconsistent with the Sale of the Company. 

(b)    Exceptions. Notwithstanding the foregoing, an Optionee will not be required to comply with Subsection
(a) above in connection with any Sale of the Company unless (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other
holders in respect of their shares of such same class or series of stock and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of
Common Stock, subject, in each case, to any “rollover” or similar arrangements provided in the definitive documents relating to such Sale of the Company. If the consideration to be paid in exchange for the Shares pursuant to such Sale of
the Company includes any securities and due receipt thereof by the Optionee would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with


  
 12 













 
respect to such securities; or (y) the provision to any Optionee of any information other than such information as a prudent issuer would generally furnish in an offering made solely to
“accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such
Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company’s Board of Directors or the Requisite Parties, as applicable) of the securities which such Optionee would otherwise receive as of the date of the
issuance of such securities in exchange for the Shares. 
 SECTION 13. ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 9(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 9(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or
substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 9(b) of the Plan. 

SECTION 14. MISCELLANEOUS PROVISIONS. 

(a)    Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as
a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4
and 5. 
 (b)    No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any
right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

(c)    Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed
effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or
(iv) deposit with any internationally recognized express mail courier service, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most
recently provided to the Company in accordance with this Subsection (c). In addition, to the extent required or permitted pursuant to rules established by the Company from time to time, notices may be delivered electronically. 

(d)    Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee); provided, however, that a modification that is otherwise favorable to the Optionee (for
example, 

  
 13 













 
providing the Optionee with additional time to exercise this option after termination of employment or providing for additional forms of payment) but causes this option to lose its tax-favored status (for example, as an ISO) shall not require the consent of the Optionee. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(e)    Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

 (f)    Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(g)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (h)    Binding Effect
on Transferees, Heirs, Successors and Assigns. This Agreement shall be binding upon Optionee’s permitted transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall agree on a
form prescribed by the Company to be bound by the terms and conditions of this Agreement, including the restrictions on transfer in Section 11 and the drag along right in Section 12. The Company shall not record any transfer of Shares on
its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection (h). 

SECTION 15. ACKNOWLEDGEMENTS OF THE OPTIONEE. 

In addition to the other terms, conditions and restrictions imposed on this option and the Shares issuable under this option pursuant to this
Agreement and the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of Repurchase), 8 (Right of First Refusal), 9 (Legality of Initial Issuance), 11 (Restrictions on Transfer of Shares, including without limitation the
Market Stand-Off) and 12 (Drag Along Right), as well as the following provisions: 

(a)    Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan
or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from
this option or the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market
Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made 

  
 14 













 
by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will
agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. In addition, if this
option is designated as an ISO, the Optionee acknowledges that there is no guarantee that the option in fact qualifies for incentive stock option treatment or that it will continue to qualify for incentive stock option treatment at the time of
exercise. In this regard, the Optionee acknowledges that the Company may take actions that will cause the option to cease to be eligible for incentive stock option treatment and that such actions do not require the Optionee’s consent. 

(b)    Electronic Delivery of Documents. The Optionee acknowledges and agrees that the Company may, in its sole
discretion, deliver all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the
Securities and Exchange Commission) by email or other means of electronic transmission (including by posting them on a website maintained by the Company or a third party under contract with the Company). The Optionee acknowledges that he or she may
incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the
documents. 
 (c)    No Notice of Expiration Date. The Optionee agrees that the Company and its officers,
employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date
related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This
Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company. 

(d)    Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this
option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she shall waive, and shall be deemed to have waived, any rights the Optionee would otherwise
have under Section 220 of the Delaware General Corporation Law (or under similar rights pursuant to any other applicable law) to inspect for any purpose and to make copies and extracts from the Company’s stock ledger, a list of its
stockholders and its other books and records or the books and records of any subsidiary of the Company (the “Inspection Rights”). The Optionee acknowledges and understands that, but for the waiver made herein, the Optionee
would be entitled, upon compliance with the procedures set forth in Section 220 of the Delaware General Corporation Law, to Inspection Rights pursuant thereto, and further acknowledges and agrees that the waiver set forth herein is a knowing
and voluntary waiver of such rights, that the Optionee has received sufficient consideration for such waiver and that the Company would not be willing to provide the benefits to the Optionee hereunder without the benefit of such waiver from the
Optionee. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have pursuant to any written agreement with the Company. 

  
 15 













 (e)    Plan Discretionary. The Optionee understands and
acknowledges that (i) the Plan is entirely discretionary, (ii) the Company and the Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in
any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without
limitation) the times when options will be granted, the number of Shares offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company. 

(f)    Termination of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon
termination of his or her Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. 

(g)    Extraordinary Compensation. The value of this option shall be an extraordinary item of compensation outside
the scope of the Optionee’s employment contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 

(h)    Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to
disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the
Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan. 

(i)    Personal Data Authorization. The Optionee consents to the collection, use and transfer of personal data as
described in this Subsection (i). The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold certain personal information regarding the Optionee for the purpose of
managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and
details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The Optionee further understands and acknowledges that the Company
and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan and that the Company and/or any Subsidiary may each further
transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and acknowledges that the recipients of Data may be located in the United States or elsewhere. The
Optionee authorizes such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s participation in the Plan, including a transfer to any broker or other third
party with whom the Optionee elects to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s behalf. The Optionee may, at any time,
view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection (i) by contacting the Company in writing. 

  
 16 













 SECTION 16. DEFINITIONS. 

(a)    “Agreement” shall mean this Stock Option Agreement. 

(b)    “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time or, if a Committee has been appointed, such Committee. 
 (c)    “Certificate” shall mean the
Company’s amended and restated certificate of incorporation as in effect from time to time. 

(d)    “Company” shall mean UiPath, Inc., a Delaware corporation. 

(e)    “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 

(f)    “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(g)    “Plan” shall mean the UiPath, Inc. 2018 Stock Plan, as in effect on the Date of Grant. 

(h)    “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to
which this option is being exercised. 
 (i)    “Repurchase Period” shall mean a period of 90
consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability. 

(j)    “Requisite Parties” shall mean both the Board of Directors and the Selling Holders. 

(k)    “Restricted Share” shall mean a Share that is subject to the Right of Repurchase. 

(l)    “Right of First Refusal” shall mean the Company’s right of first refusal described in
Section 8. 
 (m)    “Right of Repurchase” shall mean the Company’s right of repurchase
described in Section 7. 
 (n)    “Sale of the Company” shall mean: (i) a transaction or
series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock
Sale”), (ii) a sale of all or substantially all of the assets of the Company or (iii) any other transaction that qualifies as a “Liquidation Event” as defined in the Certificate. 

  
 17 













 (o)    “Selling Holders” shall mean the holders of a
majority of the then-outstanding shares of Common Stock (voting together as a single class and on an as-converted basis). 

(p)    “Service” shall mean service as an Employee, Outside Director or Consultant. 

(q)    “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any
Share acquired under this Agreement. 
 (r)    “Transfer Notice” shall mean the notice of a proposed
transfer of Shares described in Section 8. 
 (s)    “U.S. Person” shall mean a person described
in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person,
or any trust of which of any trustee is a U.S. Person. 

  
 18 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION EXERCISE
(EARLY EXERCISE) 
 You must sign this Notice on Page 4 before submitting it to the Company.

 OPTIONEE INFORMATION: 
  

											
	Name:	 	  
	  	        	  	Social Security Number:	 	
                     
                                         
      

					
	Address:	 	  
	  		  	Employee Number:	 	  

					
		 		  		  	Email Address:	 	  


 OPTION INFORMATION: 

 

					
	Date of Grant:               , 20    	 		 	Type of Stock Option
			
	Exercise Price per Share: $            	 		 	☐  Nonstatutory (NSO)
			
	Total number of shares of Common Stock of UiPath, Inc. (the	 		 	☐  Incentive (ISO)
	“Company”) covered by the option:                     	 		 	

 EXERCISE INFORMATION: 

Number of shares of Common Stock of the Company for which the option is being exercised now:
                    . (These shares are referred to below as the “Purchased Shares.”) 

Total Exercise Price for the Purchased Shares: $              

Form of payment enclosed [check all that apply]: 
  

	☐	 Check for $        , payable to “UiPath, Inc.”



  

	☐	 Certificate(s) for
                     shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.] 


  

	☐	 Attestation Form covering
                     shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.] 


 Name(s) in which the Purchased Shares should be registered [please review the attached explanation
of the available forms of ownership, and then check one box]*: 
  

							
	☐	  	 In my name only
	  	                    	  	
				
	☐	  	 In the names of my spouse and myself as community property
	  		  	My spouse’s name (if applicable):
				
	☐	  	 In the names of my spouse and myself as community property with the right of survivorship
	  		  	  















							
	 ☐
	  	In the names of my spouse and myself as joint tenants with the right of survivorship
				
	 ☐
	  	In the name of an eligible revocable trust	  	                    	  	Full legal name of revocable trust:
		  	[requires Stock Transfer Agreement]	  		  	  

				
		  		  		  	  

				
		  		  		  	  


  

	*	 While the Company will register the Purchased Shares in accordance with your instruction, this document does
not control or change the nature of the Purchased Shares as community property or separate property. You are advised to consult your own advisor to determine if additional steps or documentation are required in this regard. 



REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE: 

 

	1.	 I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment
for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 



 

	2.	 I understand that my purchase of the Purchased Shares has not been registered under the Securities Act by
reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company
and its counsel) that registration is not required. 


  

	3.	 I acknowledge that the Company is under no obligation to register the Purchased Shares or any sale or transfer
thereof. 


  

	4.	 I am aware of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in
a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the
resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed
specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied as of the date set forth below and that the Company is not required to take action to satisfy any conditions applicable to it.



  

	5.	 I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. 


  

	6.	 I acknowledge that I have received and had access to such information as I consider necessary or appropriate
for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. 



 

	7.	 I am aware that my investment in the Company is a speculative investment that has limited liquidity and is
subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares. 



  
 2 














	8.	 I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal, the
drag-along right and the market stand-off (sometimes referred to as the “lock-up”) and may remain subject to the Company’s right of repurchase, all in
accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. I acknowledge that any transfer of the Purchased Shares may be subject to a transfer fee and must be effected on the Company’s form of stock transfer
agreement, as further described in the Stock Option Agreement. 


  

	9.	 I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option
Grant and Stock Option Agreement. 


  

	10.	 I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available
for my Purchased Shares. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign
a Stock Transfer Agreement on a form prescribed by the Company. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible
revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



  

	11.	 I acknowledge that I have received a copy of the Company’s explanation of the federal income tax
consequences of an option exercise and the tax election under section 83(b) of the Internal Revenue Code. In the event that I choose to make a section 83(b) election, I acknowledge that it is my responsibility—and not the Company’s
responsibility—to file the election in a timely manner, even if I ask the Company or its agents to make the filing on my behalf. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of
acquiring the Purchased Shares at this time. 


  

	12.	 I agree that the Company does not have a duty to design or administer the 2018 Stock Plan or its other
compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In
particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option
was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors
or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of
Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. 


  

	13.	 I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



  

	14.	 I consent, with respect to all shares of capital stock of the Company held by me, to receive any notice given
by the Company under its certificate of incorporation or bylaws, as the same may be amended and/or restated from time to time, the General Corporation Law of the State of Delaware (the “General Corporation Law”) or otherwise, by electronic
transmission pursuant to Section 232 of the General Corporation Law at the email address set forth above. I further acknowledge and agree that the Company may rely upon any expressions of my consent to proposed corporate actions received from
the email address provided above. I hereby agree to notify the Company of any change to my email address set forth above, and further agree that the provision of such notice shall constitute my




  
 3 














	 	
consent to receive notice and to provide my expression of consent as provided herein at such address. In the event that the Company is unable to deliver notice to me at the e-mail address set forth above, I shall, within five (5) days after a request by the Company, provide the Company with a valid e-mail address to which I consent to
receive notice and to provide expressions of consent as provided herein. 

  

					
	SIGNATURE:	 		 	DATE:
			
	  
	 		 	  



  
 4 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION GRANT
(INSTALLMENT EXERCISE, WITH ACCELERATION) 
 The Optionee has been granted the following
option to purchase shares of the Common Stock of UiPath, Inc. (the “Company”): 
  

			
	Name of Optionee:	  	As per Carta
		
	Total Number of Shares:	  	As per Carta
		
	Type of Option:	  	As per Carta
		
	Exercise Price per Share:	  	As per Carta
		
	Date of Grant:	  	As per Carta
		
	Vesting Schedule/Date Exercisable:	  	As per Carta
		
	Vesting Commencement Date:	  	As per Carta
		
	Expiration Date:	  	As per Carta

 By signing below or otherwise accepting this option in a manner acceptable to the Company, the Optionee and the Company agree
that this option is granted under, and governed by the terms and conditions of, this Notice of Stock Option Grant, the 2018 Stock Plan and the Stock Option Agreement. Both of the latter documents are attached to, and made a part of, this Notice of
Stock Option Grant. Capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings set forth in the Plan. Section 14 of the Stock Option Agreement includes important acknowledgements of
the Optionee. 
  

							
	OPTIONEE:	 		 	UIPATH, INC.
				
	  
	 		 	By:	 	
                     
                                         
                  

		 		 	Title:	 	
                     
                                         
                  














 THE OPTION GRANTED PURSUANT TO THE NOTICE OF STOCK OPTION GRANT AND THIS AGREEMENT AND THE SHARES
ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 
 UIPATH,
INC. 2018 STOCK PLAN: 
 STOCK OPTION
AGREEMENT (INSTALLMENT EXERCISE, WITH ACCELERATION) 
 SECTION 1. GRANT OF
OPTION. 
 (a)    Option. On the terms and conditions set forth in the Notice of Stock Option Grant,
this Agreement and the Plan, the Company has granted to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least
100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an
NSO, as provided in the Notice of Stock Option Grant. 
 (b)    $100,000 Limitation. Even if this option is
designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 

(c)    Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee
acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 15 hereof), capitalized terms shall have the
meaning ascribed to such terms in the Plan. 
 SECTION 2. RIGHT TO EXERCISE. 

(a)    Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement,
all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. In addition, if (i) the Company is subject to a Change in Control before the Optionee’s Service
terminates and (ii) the Optionee is subject to an Involuntary Termination within 12 months following such Change in Control, one hundred percent (100%) of any then unvested portion of the Option shall be immediately exercisable and vested in
full as of the date of such termination. In addition, if (i) the Company is subject to a Change in Control before the Optionee’s Service terminates and (ii) the Optionee is subject to an Involuntary Termination within 12 months
following such Change in Control, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be exercised by the Optionee until the earlier of (i) forty eight
(48) months after the date on which the Optionee’s Service terminated or (ii) the end of the option term stated in Section 6(a). 












 (b)    Stockholder Approval. Any other provision of this
Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in or pursuant to this Agreement or the Plan, this option and the rights and privileges conferred hereby shall not
be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

SECTION 4. EXERCISE PROCEDURES. 

(a)    Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by:
(i) signing and delivering written notice (on a form prescribed by the Company) to the Company pursuant to Section 13(c) specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of
payment, (ii) if requested by the Company, executing and delivering such stockholders agreements as apply to the holders of the Company’s preferred stock (including, without limitation, any right of first refusal and co-sale agreement and/or voting agreement of the Company) and (iii) delivering payment, in a form permissible under Section 5, for the full amount of the Purchase Price (together with any applicable
withholding taxes under Subsection (b)). In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise
this option. 
 (b)    Withholding Taxes. In the event that the Company determines that it is required to
withhold any tax (including without limitation any income tax, social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s
participation in the Plan and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant, vesting or exercise of this option, or as a result of the transfer of
shares acquired upon exercise of this option, the Optionee, as a condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee
acknowledges that the responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by the Company (or its affiliate or agent). 

(c)    Issuance of Shares. After satisfying all requirements for exercise of this option, the Company shall cause
to be issued one or more certificates evidencing, or electronic notation representing, the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the
names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered
into the books and records of the Company or a duly authorized transfer 

  
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agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares. The Company shall cause any certificates evidencing such
Shares to be delivered to or upon the order of the person exercising this option. 
 SECTION 5. PAYMENT FOR STOCK. 

(a)    Cash. All or part of the Purchase Price may be paid in cash or cash equivalents or pursuant to a form of
electronic funds transfer acceptable to the Company. 
 (b)    Surrender of Stock. At the discretion of the Board
of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be
valued at their Fair Market Value as of the date when this option is exercised. 
 (c)    Cashless Exercise. All
or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the
sales proceeds to the Company. However, payment pursuant to the preceding sentence shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. At the discretion of the Board of
Directors, all or part of the Purchase Price and any withholding taxes may be paid pursuant to another cashless exercise arrangement established by the Company. 

SECTION 6. TERM AND EXPIRATION. 

(a)    Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock
Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 

(b)    Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other
than death, then this option shall expire on the earliest of the following occasions: 
 (i)    The
expiration date determined pursuant to Subsection (a) above; 
 (ii)    The date three months after
the termination of the Optionee’s Service for any reason other than Disability, subject if applicable to the extended expiration period set forth in Section 2(a), above; or 

(iii)    The date six months after the termination of the Optionee’s Service by reason of Disability.

 The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this
option had become vested and exercisable before the Optionee’s Service terminated or becomes vested and exercisable as a result of such 

  
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termination. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the
executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested and
exercisable before the Optionee’s Service terminated or becomes vested and exercisable as a result of such termination. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option
(or portion thereof) or to the underlying Shares. 
 (c)    Death of the Optionee. If the Optionee dies while in
Service, then this option shall expire on the earlier of the following dates: 
 (i)    The expiration
date determined pursuant to Subsection (a) above; or 
 (ii)    The date 12 months after the
Optionee’s death. 
 All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested and exercisable
before the Optionee’s death or becomes vested and exercisable as a result of the Optionee’s death. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion
thereof) or to the underlying Shares. 
 (d)    Additional Vesting After Termination of Service. The period of
time beginning on the date that the Optionee’s Service terminates or the date that the Optionee dies while in Service and ending on the earliest of the occasions determined pursuant to Subsections (b) or (c) above, as applicable, is
referred to as the “post-termination exercise period”. To the extent this option is not fully vested and exercisable on the date the Optionee’s Service terminates or the date that the Optionee dies while in Service, the Board
of Directors may, during the post-termination exercise period, take action to cause this option to become vested and exercisable (in whole or in part). In no event will this option become vested or exercisable after termination of the
Optionee’s Service or death unless the Board of Directors takes affirmative action pursuant to the preceding sentence or unless expressly provided in a written agreement between the Company and the Optionee. In this regard, any provision of
this Agreement or another agreement that provides for vesting upon an event (including, without limitation, a change in control) will be deemed to require Service through the occurrence of such event unless the agreement clearly provides otherwise.

 (e)    Extension of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is
first listed for trading on an established securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the exercise of this option would be prohibited solely because the
issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of
this option will instead remain outstanding and not expire until 

  
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the earlier of (i) the expiration date determined pursuant to Section 6(a) above or (ii) the date on which the then-vested portion of this option has been exercisable without
violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified in the applicable Subsection above. 

(f)    Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the
Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then, to the extent permitted by applicable law, the Company may adjust or suspend the vesting schedule set forth in
the Notice of Stock Option Grant. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence approved by the Company in writing.
Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work when such leave ends. 

(g)    Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option
Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i)    More than three months after the date when the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code); 

(ii)    More than 12 months after the date when the Optionee ceases to be an Employee by reason of
permanent and total disability (as defined in Section 22(e)(3) of the Code); or 
 (iii)    More
than three months after the date when the Optionee has been on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 

SECTION 7. RIGHT OF FIRST REFUSAL. 

(a)    Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a
third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired
under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

  
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 (b)    Transfer of Shares. If the Company fails to exercise its
Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the
Transfer Notice on the terms and conditions no less favorable to the Optionee than those described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in
violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions less favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee,
shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on
the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the
Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the
present value of the consideration described in the Transfer Notice. 
 (c)    Additional or Exchanged Securities and
Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration
of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities,
any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First
Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7. 

(d)    Termination of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the
event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures
prescribed by Subsections (a) and (b) above. 
 (e)    Permitted Transfers. This Section 7 shall
not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the
Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the
Optionee. 

  
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 (f)    Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the
applicable provisions hereof, whether or not any certificate(s) therefor have been delivered as required by this Agreement. 

(g)    Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of
First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a)    It and the Optionee have taken any actions required to register the Shares under the Securities Act
or to perfect an exemption from the registration requirements thereof; 
 (b)    Any applicable listing
requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and 

(c)    Any other applicable provision of federal, State or foreign law has been satisfied. 

SECTION 9. NO REGISTRATION RIGHTS. 
 The
Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under
this Agreement to comply with any law. 
 SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES. 

(a)    General Restrictions. Unless the Stock is readily tradeable on an established securities market, the transfer
of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company
and (ii) payment of a transfer fee not to exceed $5,000. Shares purchased pursuant to this Agreement shall be subject to any transfer restrictions set forth in the Company’s bylaws, as may be amended from time to time. 

  
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 (b)    Securities Law Restrictions. Regardless of whether the
offer and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose restrictions
upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to
refuse) to transfer Shares acquired hereunder (or Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the
Securities Act or other relevant securities or other laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration.

(c)    Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of
the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall
such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or
(ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended,
or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or
additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be
subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under
this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall
not apply to Shares registered in the public offering under the Securities Act. 
 (d)    Investment Intent at
Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(e)    Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under
the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, 

  
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including (if applicable because the Company is relying on Regulation S under the Securities Act) that as of the date of exercise the Optionee is (i) not a U.S. Person; (ii) not
acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii) is not exercising the option in the United States. 

(f)    Legends. Any certificates (or electronic equivalent) evidencing Shares purchased under this Agreement shall
bear the following legend: 
 “THE SHARES REPRESENTED HEREBY (AND ANY INTEREST THEREIN) MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ACQUIRED. SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER
OF THE SHARES. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN SUCH STOCK OPTION AGREEMENT. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH STOCK OPTION AGREEMENT TO THE HOLDER HEREOF
WITHOUT CHARGE.” 
 Any certificates (or electronic equivalent) evidencing Shares purchased under this Agreement in an unregistered transaction shall
bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH
REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

 (g)    Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 

  
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 (h)    Administration. Any determination by the Company and its
counsel in connection with any of the matters set forth in this Section 10 shall be conclusive and binding on the Optionee and all other persons. 

SECTION 11. DRAG ALONG RIGHT. 

(a)    Required Actions. If the Requisite Parties approve a Sale of the Company, then Optionee hereby agrees with
respect to all Shares which the Optionee own(s) or over which the Optionee otherwise exercises voting or dispositive authority: 

(i)    if such Sale of the Company requires stockholder approval under the Certificate, the Bylaws of the
Company or any law, rule or regulation applicable to the Company, to vote (in person, by proxy or by action by written consent, as applicable) such Shares in favor of such Sale of the Company (it being understood that, within five (5) days
after the delivery of a proxy or consent solicitation statement (or similar document requesting the consent or approval of stockholders) in respect of any Sale of the Company, the Stockholder shall duly execute and deliver a proxy or consent, as the
case may be, in favor of such Sale of the Company); 
 (ii)    if such transaction is a Stock Sale, to
sell the same proportion of shares of capital stock of the Company beneficially held by the Optionee as is being sold by the Selling Holders to the person to whom the Selling Holders propose to sell their Shares; 

(iii)    to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law
at any time with respect to such Sale of the Company; 
 (iv)    if the consideration for such Shares
pursuant to the Sale of the Company includes any securities, accept in lieu thereof an amount of cash equal to the fair value (as determined in good faith by the Company) of such securities to the extent reasonably necessary (as determined in good
faith by the Company) to comply with applicable federal and state securities laws; 
 (v)    if the
Selling Holders appoint a stockholder representative (the “Stockholder Representative”) for matters affecting the stockholders of the Company under the applicable definitive transaction agreements, to consent to (i) the
appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro
rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with
such Sale of the Company and its related service as the representative of the Stockholders; 

  
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 (vi)    to agree to make representations and warranties
and to agree to indemnity and other liability obligations in connection with the Sale of the Company on terms and conditions that, taken as a whole, are no less favorable to Optionee than to other holders of Common Stock of the Company; and 

(vii)    to execute and deliver all related documentation and take such other action in support of the Sale
of the Company, as reasonably requested by the Company, including a written consent, release and/or joinder, and to not take any action inconsistent with the Sale of the Company. 

(b)    Exceptions. Notwithstanding the foregoing, an Optionee will not be required to comply with Subsection
(a) above in connection with any Sale of the Company unless (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other
holders in respect of their shares of such same class or series of stock and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of
Common Stock, subject, in each case, to any “rollover” or similar arrangements provided in the definitive documents relating to such Sale of the Company. If the consideration to be paid in exchange for the Shares pursuant to such Sale of
the Company includes any securities and due receipt thereof by the Optionee would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such
securities; or (y) the provision to any Optionee of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated
under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good
faith by the Company’s Board of Directors or the Requisite Parties, as applicable) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Shares. 

SECTION 12. ADJUSTMENT OF SHARES. 
 In the
event of any transaction described in Section 9(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in
Section 9(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided
by the Board of Directors in its sole discretion, as provided in Section 9(b) of the Plan. 
 SECTION 13. MISCELLANEOUS PROVISIONS. 

(a)    Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as
a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4
and 5. 

  
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 (b)    No Retention Rights. Nothing in this option or in the Plan
shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of
the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

(c)    Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed
effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or
(iv) deposit with any internationally recognized express mail courier service, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most
recently provided to the Company in accordance with this Subsection (c). In addition, to the extent required or permitted pursuant to rules established by the Company from time to time, notices may be delivered electronically. 

(d)    Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee); provided, however, that a modification that is otherwise favorable to the Optionee (for
example, providing the Optionee with additional time to exercise this option after termination of employment or providing for additional forms of payment) but causes this option to lose its tax-favored status
(for example, as an ISO) shall not require the consent of the Optionee. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time. 
 (e)    Entire Agreement. The
Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or
written and whether express or implied) that relate to the subject matter hereof. 
 (f)    Choice of Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(g)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (h)    Binding Effect
on Transferees, Heirs, Successors and Assigns. This Agreement shall be binding upon Optionee’s permitted transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall agree on a
form prescribed by the Company to be bound by the terms and conditions of this Agreement, 

  
 12 













 
including the restrictions on transfer in Section 10 and the drag along right in Section 11. The Company shall not record any transfer of Shares on its books or issue a new certificate
representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection (h). 
 SECTION 14.
ACKNOWLEDGEMENTS OF THE OPTIONEE. 
 In addition to the other terms, conditions and restrictions imposed on this option and the Shares
issuable under this option pursuant to this Agreement and the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of First Refusal), 8 (Legality of Initial Issuance), 10 (Restrictions on Transfer of Shares, including without
limitation the Market Stand-Off) and 11 (Drag Along Right), as well as the following provisions: 

(a)    Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan
or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from
this option or the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market
Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The
Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the
event that the Internal Revenue Service asserts that the valuation was too low. In addition, if this option is designated as an ISO, the Optionee acknowledges that there is no guarantee that the option in fact qualifies for incentive stock option
treatment or that it will continue to qualify for incentive stock option treatment at the time of exercise. In this regard, the Optionee acknowledges that the Company may take actions that will cause the option to cease to be eligible for incentive
stock option treatment and that such actions do not require the Optionee’s consent. 
 (b)    Electronic
Delivery of Documents. The Optionee acknowledges and agrees that the Company may, in its sole discretion, deliver all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to
its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission) by email or other means of electronic transmission (including by posting them on a website maintained by the Company or
a third party under contract with the Company). The Optionee acknowledges that he or she may incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the internet and printing fees, and
that an interruption of internet access may interfere with his or her ability to access the documents. 
 (c)    No
Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of
whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s 

  
 13 













 
Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This
Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company. 

(d)    Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this
option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she shall waive, and shall be deemed to have waived, any rights the Optionee would otherwise
have under Section 220 of the Delaware General Corporation Law (or under similar rights pursuant to any other applicable law) to inspect for any purpose and to make copies and extracts from the Company’s stock ledger, a list of its
stockholders and its other books and records or the books and records of any subsidiary of the Company (the “Inspection Rights”). The Optionee acknowledges and understands that, but for the waiver made herein, the Optionee
would be entitled, upon compliance with the procedures set forth in Section 220 of the Delaware General Corporation Law, to Inspection Rights pursuant thereto, and further acknowledges and agrees that the waiver set forth herein is a knowing
and voluntary waiver of such rights, that the Optionee has received sufficient consideration for such waiver and that the Company would not be willing to provide the benefits to the Optionee hereunder without the benefit of such waiver from the
Optionee. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have pursuant to any written agreement with the Company.

(e)    Plan Discretionary. The Optionee understands and acknowledges that (i) the Plan is entirely
discretionary, (ii) the Company and the Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual or other right to
receive additional grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the
number of Shares offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company. 

(f)    Termination of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon
termination of his or her Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. 

(g)    Extraordinary Compensation. The value of this option shall be an extraordinary item of compensation outside
the scope of the Optionee’s employment contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 

(h)    Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to
disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the
Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan. 

  
 14 













 (i)    Personal Data Authorization. The Optionee consents to the
collection, use and transfer of personal data as described in this Subsection (i). The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold certain personal
information regarding the Optionee for the purpose of managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job
title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The
Optionee further understands and acknowledges that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan
and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and acknowledges that the recipients of
Data may be located in the United States or elsewhere. The Optionee authorizes such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s participation in the
Plan, including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the
Optionee’s behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection (i) by contacting the Company in writing. 

SECTION 15. DEFINITIONS. 

(a)    “Agreement” shall mean this Stock Option Agreement. 

(b)    “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time or, if a Committee has been appointed, such Committee. 
 (c)    “Cause” shall mean: 

(i)    a material breach of the Confidential Information and Inventions Assignment Agreement and any restrictive
covenants contained therein; 
 (ii)    fraud, theft or dishonesty against the Company; 

(iii)    a breach of fiduciary duties; 

(iv)    any unlawful conduct; 

(v)    any gross negligence or willful misconduct; 

(vi)    a continuing failure to perform assigned duties consistent with your position; 

(vii)    a failure to cooperate in good faith with a governmental or internal investigation of the Company or its
directors, officers or employees; 

  
 15 













 (viii)    a material violation of the Company’s policies or
procedures; and/or 
 (ix)    a violation of any agreement with any prior employer causing harm to the Company. 

(d)    “Certificate” shall mean the Company’s amended and restated certificate of incorporation as
in effect from time to time. 
 (e)    “Change in Control” shall mean (i) the consummation of a
merger or consolidation of the Company with or into another entity or (ii) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change
in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity,
will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately
prior to such merger or consolidation. 
 (f)    “Company” shall mean UiPath, Inc., a Delaware
corporation. 
 (a)    “Good Reason” shall mean that you resign after one of the following conditions
has come into existence without consent, in each case, provided that you have given written notice to the Company of such event within thirty (30) days after the occurrence thereof, the Company fails to cure such event to your reasonable
satisfaction within thirty (30) days after receipt of such notice, and you resign within thirty (30) days after the end of such cure period: 

(i)    a material diminution in your responsibilities, authority or duties without consent; 

(ii)    a material diminution in your base compensation; and/or 

(iii)    a material change in the geographic location of your primary work location without consent (excluding business
travel generally required in the ordinary course of your role and responsibilities). 
 (g)    “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 

(h)    “Involuntary Termination” shall mean the termination of the Optionee’s Service by reason of:

 (i)    The involuntary discharge of the Optionee by the Company (or the Parent or Subsidiary employing
him or her) for reasons other than Cause; or 

  
 16 













 (ii)    The voluntary resignation of the Optionee for Good Reason. 

(i)    “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(j)    “Plan” shall mean the UiPath, Inc. 2018 Stock Plan, as in effect on the Date of Grant. 

(k)    “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to
which this option is being exercised. 
 (l)    “Requisite Parties” shall mean both the Board of
Directors and the Selling Holders. 
 (m)    “Right of First Refusal” shall mean the Company’s
right of first refusal described in Section 7. 
 (n)    “Sale of the Company” shall mean:
(i) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a
“Stock Sale”), (ii) a sale of all or substantially all of the assets of the Company or (iii) any other transaction that qualifies as a “Liquidation Event” as defined in the Certificate. 

(o)    “Selling Holders” shall mean the holders of a majority of the then-outstanding shares of Common
Stock (voting together as a single class and on an as-converted basis). 

(p)    “Service” shall mean service as an Employee, Outside Director or Consultant. 

(q)     “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred
any Share acquired under this Agreement. 
 (r)    “Transfer Notice” shall mean the notice of a
proposed transfer of Shares described in Section 7. 
 (s)    “U.S. Person” shall mean a person
described in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a
U.S. Person, or any trust of which of any trustee is a U.S. Person. 

  
 17 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION EXERCISE
(INSTALLMENT EXERCISE) 
 You must sign this Notice on Page 4 before submitting it to the Company.

  

									
	OPTIONEE INFORMATION:	  	
				
	Name:	 	
                     
                   
	 		 	Social Security Number:                              
                                   
				
	Address:	 	  
	 	                    	 	Employee Number:                                
                                         

				
		 		 		 	Email Address:                                 
                                         
      

  

					
	OPTION INFORMATION:	  	
		
	Date of Grant:             , 20     	  	Type of Stock Option:
			
	Exercise Price per Share: $         	  		  	☐   Nonstatutory (NSO)
			
	Total number of shares of Common Stock of UiPath, Inc. (the “Company”) covered by the option:
                                	  		  	☐   Incentive (ISO)

 EXERCISE INFORMATION: 

Number of shares of Common Stock of the Company for which the option is being exercised
now:                     . (These shares are referred to below as the “Purchased Shares.”) 

Total Exercise Price for the Purchased Shares: $         

Form of payment enclosed [check all that apply]: 
  

	
	 ☐   Check for $
            , payable to “UiPath, Inc.”

	
	 ☐   Certificate(s) for
             shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company
consent.]

	
	 ☐   Attestation Form covering
             shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company
consent.]



	
	
	Name(s) in which the Purchased Shares should be registered [please review the attached explanation of the available forms of ownership, and then check one box]*:
	
	 ☐   In my name only















					
	 ☐   In the names of my spouse and myself as community property
	 		  	My spouse’s name (if applicable):
			
	 ☐   In the names of my spouse and myself as community property with the
right of survivorship
	 		  	  

			
	 ☐   In the names of my spouse and myself as joint tenants with the right
of survivorship
	 		  	
			
	 ☐   In the name of an eligible revocable trust [requires Stock
Transfer Agreement]
	 		  	 Full legal name of revocable trust:
  

		 		  	  

		 		  	  


  

	*	 While the Company will register the Purchased Shares in accordance with your instruction, this document does
not control or change the nature of the Purchased Shares as community property or separate property. You are advised to consult your own advisor to determine if additional steps or documentation are required in this regard. 



REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE: 

 

	1.	 I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment
for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 



 

	2.	 I understand that my purchase of the Purchased Shares has not been registered under the Securities Act by
reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company
and its counsel) that registration is not required. 


  

	3.	 I acknowledge that the Company is under no obligation to register the Purchased Shares or any sale or transfer
thereof. 


  

	4.	 I am aware of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in
a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the
resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed
specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied as of the date set forth below, and that the Company is not required to take action to satisfy any conditions applicable to it.



  

	5.	 I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. 


  

	6.	 I acknowledge that I have received and had access to such information as I consider necessary or appropriate
for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. 















	7.	 I am aware that my investment in the Company is a speculative investment that has limited liquidity and is
subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares. 



 

	8.	 I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal, the
drag-along right and the market stand-off (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and
Stock Option Agreement. I acknowledge that any transfer of the Purchased Shares may be subject to a transfer fee and must be effected on the Company’s form of stock transfer agreement, as further described in the Stock Option Agreement.



  

	9.	 I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option
Grant and Stock Option Agreement. 


  

	10.	 I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available
for my Purchased Shares. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign
a Stock Transfer Agreement on a form prescribed by the Company. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible
revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



  

	11.	 I acknowledge that I have received a copy of the Company’s explanation of the federal income tax
consequences of an option exercise. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time. 



 

	12.	 I agree that the Company does not have a duty to design or administer the 2018 Stock Plan or its other
compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In
particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option
was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors
or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of
Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. 


  

	13.	 I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



  

	14.	 I consent, with respect to all shares of capital stock of the Company held by me, to receive any notice given
by the Company under its certificate of incorporation or bylaws, as the same may be amended and/or restated from time to time, the General Corporation Law of the State of Delaware (the “General Corporation Law”) or otherwise, by electronic
transmission pursuant to Section 232 of the General Corporation Law at the email address set forth above. I further acknowledge and agree that the Company may rely upon any expressions of my consent to proposed corporate actions received
















	 	
from the email address provided above. I hereby agree to notify the Company of any change to my email address set forth above, and further agree that the provision of such notice shall constitute
my consent to receive notice and to provide my expression of consent as provided herein at such address. In the event that the Company is unable to deliver notice to me at the e-mail address set forth above, I
shall, within five (5) days after a request by the Company, provide the Company with a valid e-mail address to which I consent to receive notice and to provide expressions of consent as provided herein.


  

					
	SIGNATURE:	 		 	DATE:
			
	
                     
                   
	 		 	  














 EXPLANATION OF FORMS OF
STOCK OWNERSHIP 
 PURPOSE OF THIS EXPLANATION 

The purpose of this explanation is to provide you with a brief summary of the forms of legal ownership available for the shares that you are purchasing (the
“Purchased Shares”). For a number of reasons, this explanation is no substitute for personal legal advice: 
  

	•	 	 To make the explanation short and readable, only the highlights are covered. Some legal rules are not addressed,
even though they may be important in particular cases. 


  

	•	 	 While the summary attempts to deal with the most common situations, your own situation may well be different from
the norm. 


  

	•	 	 The law may change, and the Company is not responsible for updating this summary. 



 

	•	 	 The form in which you own your shares may have a substantial impact on the estate tax treatment that
applies to those shares when you die or the income tax treatment that applies when your survivors sell the shares after your death. 



FOR THESE REASONS, THE COMPANY STRONGLY
ENCOURAGES YOU TO CONSULT YOUR OWN ADVISER BEFORE EXERCISING YOUR OPTION
AND BEFORE MAKING A DECISION ABOUT THE FORM OF OWNERSHIP FOR YOUR
SHARES. 
 OVERVIEW 

The Notice of Stock Option Exercise offers five forms of taking title to the Purchased Shares: 

 

	•	 	 In your name only, 


  

	•	 	 In your name and the name of your spouse as community property, 



 

	•	 	 In your name and the name of your spouse as community property with the right of survivorship,



  

	•	 	 In your name and the name of your spouse as joint tenants with the right of survivorship, or



  

	•	 	 In the name of an eligible revocable trust. 



Title in the Purchased Shares depends upon (a) your marital status, (b) the marital property laws of your state of residence and (c) any
agreement with your spouse altering the existing marital property laws of your state of residence. If you are not married, you generally will take title in your name alone. If you are married, title depends upon the marital property laws of your
state of residence. In general, states are classified either as “community property” states or as “common- law property” states. (But individual state law may vary within these classifications.) 












 COMMUNITY PROPERTY AND JOINT
TENANCY 
 Community property states include California, Texas, Washington, Arizona, Nevada, New Mexico, Idaho, Louisiana and Wisconsin.
In a community property state, property acquired during marriage by either spouse is presumed to be one-half owned by each spouse. All other property is classified as the separate property of the spouse who
acquires the property. While either spouse has equal management and control over the community property and may sell, spend or encumber all community property, neither spouse may gift community property or partition his/her one-half interest without the consent of the other spouse. Upon divorce, all community property is divided equally among the spouses and each spouse is entitled to retain all of his/her separate property. Upon the
death of a spouse, one-half of the community property (and all of the decedent spouse’s separate property) will pass to the decedent spouse’s heirs. The other
one-half of the community property remains the property of the surviving spouse. 
 Other states are common-law property states. In a common-law property state, each spouse is generally deemed to own whatever he/she earns or acquires. 

A married couple may elect to alter the marital property rules by mutually agreeing to take title to property in other forms. For example, a couple residing
in a community property state may generally enter into an agreement and transform what otherwise would be community property into the separate property of the spouse who earns or acquires the property. 

In addition, many community property and common-law property states allow married couples to take joint title in
property acquired during marriage. For example, California allows a married couple to take title in a joint tenancy with the right of survivorship. In a joint tenancy, each spouse owns a one-half interest in
the property as separate property. This means that each spouse may transfer or sell his/her one-half interest in the property while he/she is alive. However, unlike traditional separate property, a spouse
cannot transfer his/her one-half interest to heirs at death. Instead, the surviving spouse automatically receives the decedent spouse’s one-half interest and
becomes the full owner of the property. (This is called the “right of survivorship.”) Both spouses must consent to taking property in a joint tenancy in lieu of having the community property laws apply. 

California also allows a married couple to take title in the shares as community property with the right of survivorship. This means that the shares are
treated like community property while both spouses are alive. However, if one spouse dies, then the other spouse automatically receives the decedent spouse’s one-half interest and becomes the full owner
of the shares. In other words, the decedent spouse’s will or trust does not control the disposition of the shares. 
 If you have the Purchased
Shares issued in a form other than those described above, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer
to the attached tax summary for additional information. 












 TRUSTS 

A transfer to a trust generally should not be treated as a “disposition” of the Purchased Shares for tax purposes if the trust satisfies each of the
following conditions: 
  

	•	 	 You are the sole grantor of the trust, 



 

	•	 	 You are the sole trustee, or you and your spouse are the sole
co-trustees, 


  

	•	 	 The trustee or trustees are not required to distribute the income of the trust to any person other than you
and/or your spouse while you are alive, and 


  

	•	 	 The trust permits you to revoke all or part of the trust and to have the trust’s assets returned to you,
without the consent of any other person (including your spouse). 


 If you have the Purchased Shares issued to a trust that does not meet
these requirements, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer to the attached tax summary for
additional information. 
 If you have the Purchased Shares issued to any trust, you will be required to sign a Stock Transfer Agreement in your capacity as
trustee. Under the Stock Transfer Agreement, the Purchased Shares remain subject to the Company’s right of first refusal in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. 

THE COMPANY WILL NOT CHECK TO DETERMINE
WHETHER THE FORM OF OWNERSHIP THAT YOU ELECT IN YOUR NOTICE OF
STOCK OPTION EXERCISE IS APPROPRIATE. YOU SHOULD CONSULT YOUR OWN ADVISERS
ON THIS SUBJECT. IF AN INAPPROPRIATE ELECTION IS MADE, THE FORM OF
OWNERSHIP MAY NOT WITHSTAND LEGAL SCRUTINY OR MAY HAVE ADVERSE TAX
CONSEQUENCES. 












 EXPLANATION OF U.S. FEDERAL
INCOME TAX CONSEQUENCES 
 (Current as of January 2018) 

PURPOSE OF THIS EXPLANATION 

The purpose of this explanation is to provide you with a brief summary of the tax consequences of exercising your option. For a number of reasons, this
explanation is no substitute for personal tax advice: 
  

	•	 	 To make the explanation short and readable, only the highlights are covered. Some tax rules are not addressed,
even though they may be important in particular cases. 


  

	•	 	 While the summary attempts to deal with the most common situations, your own tax situation may well be different
from the norm. 


  

	•	 	 State and foreign income taxes are not addressed at all, even though they could have a significant impact on your
tax planning. Likewise, federal gift and estate taxes and state inheritance taxes are not discussed. 


  

	•	 	 Tax planning involving incentive stock options is exceedingly complex, in part because of the possible
application of the alternative minimum tax. 


  

	•	 	 This explanation assumes that your option is not subject to section 409A of the Internal Revenue Code. However,
the Company cannot be certain that section 409A is inapplicable to your option. (Please refer to the last segment of this summary for more information about section 409A.) 



 

	•	 	 The tax rules change often, and the Company is not responsible for updating this summary. (Please refer to the
date at the top of this page.) 


 FOR THESE REASONS, THE
COMPANY STRONGLY ENCOURAGES YOU TO CONSULT YOUR OWN TAX ADVISER BEFORE
EXERCISING YOUR OPTION. 
 EXERCISE OF NSO 

If you are exercising an NSO, you generally will be taxed at the time of exercise. You will recognize ordinary income in an amount equal to the excess of
(a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price you are paying. If you are an employee or former employee of the Company, this amount is subject to withholding for income and payroll
taxes. Your tax basis in the Purchased Shares (to calculate capital gain when you sell the shares) is equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you recognized as income on the exercise date.













 DISPOSITION OF NSO SHARES 

When you dispose of the Purchased Shares, you will recognize a capital gain equal to the excess of (a) the sale proceeds over (b) your tax basis in
the Purchased Shares. If the sale proceeds are less than your tax basis, you will recognize a capital loss. The capital gain or loss will be long- term if you held the Purchased Shares for more than 12 months. The holding period starts when you
exercise your NSO. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law, but lower long-term capital gain rates may apply to certain taxpayers. 

Effective January 1, 2013, as a result of the Health Care and Education Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at
a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and $125,000 in the case of a married taxpayer filing separately). “Net investment
income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income. 
 Depending on the
level of your adjusted gross income, the additional Medicare contribution tax may be imposed on any short-term and long-term capital gain income and can increase your marginal tax rate. 

LIMIT ON ISO TREATMENT 

The Notice of Stock Option Grant indicates whether your option is a nonstatutory stock option (NSO) or an incentive stock option (ISO). The favorable tax
treatment for ISOs is limited, regardless of what the Notice of Stock Option Grant indicates. Of the options that become exercisable in any calendar year, only options covering the first $100,000 of stock are eligible for ISO treatment. The excess
over $100,000 automatically receives NSO treatment. For this purpose, stock is valued at the time of grant. This means that the value is generally equal to the exercise price. 

For example, assume that you hold an option to buy 60,000 shares for $8 per share. Assume further that the entire option becomes exercisable in four equal
annual installments. Only the first 50,000 shares qualify for ISO treatment. (12,500 times $8 equals $100,000.) The remaining 10,000 shares will be treated as if they had been acquired by exercising an NSO. This is true regardless of when the option
is actually exercised; what matters is when it first could have been exercised. 
 EXERCISE OF ISO
AND ISO HOLDING PERIODS 
 If you are exercising an ISO, you will not be taxed under the regular tax
rules until you dispose of the Purchased Shares.1 (The alternative minimum tax rules are described below.) The tax 

 

	1 	 Generally, a “disposition” of shares purchased under an ISO encompasses any transfer of legal title,
such as a transfer by sale, exchange or gift. It generally does not include a transfer to your spouse, a transfer into joint ownership with right of survivorship (if you remain one of the joint owners), a pledge, a transfer by bequest or
inheritance, or certain tax-free exchanges permitted under the Internal Revenue Code. A transfer to a trust is a “disposition” unless the trust is an eligible revocable trust, as described in the
attached explanation. 














 
treatment at the time of disposition depends on how long you hold the shares. You will satisfy the ISO holding periods if you hold the Purchased Shares until the later of the following
dates: 
  

	•	 	 More than two years after the ISO was granted, and 



 

	•	 	 More than one year after the ISO is exercised. 



DISPOSITION OF ISO SHARES 

If you dispose of the Purchased Shares after satisfying both of the ISO holding periods, then you will recognize only a long-term capital gain at the
time of disposition. The amount of the capital gain is equal to the excess of (a) the sale proceeds over (b) the exercise price. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law,
but lower long-term capital gain rates may apply to certain taxpayers. 
 Effective January 1, 2013, as a result of the Health Care and Education
Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and
$125,000 in the case of a married taxpayer filing separately). “Net investment income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income. 

If you dispose of the Purchased Shares before either or both of the ISO holding periods are met, then you will recognize ordinary income at the time of
disposition. The amount of ordinary income will be equal to the excess of (a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price. But if the disposition is an arm’s length sale to an
unrelated party, the amount of ordinary income will not exceed the total gain from the sale. Under current IRS rules, the ordinary income amount will not be subject to withholding for income or payroll taxes. 

Your tax basis in the Purchased Shares will be equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you
recognized as ordinary income. Any gain in excess of your basis will be taxed as a capital gain—either long-term or short-term, depending on how long you held the Purchased Shares after the date of exercise. 

SUMMARY OF ALTERNATIVE MINIMUM TAX 

The alternative minimum tax (AMT) must be paid to the extent that it exceeds your regular federal income tax for the year. For 2018, the first $191,500
($95,750 for a married taxpayer filing a separate return) of your alternative minimum taxable income for the year over the allowable exemption amount (see below) is subject to alternative minimum taxation at the rate of 26%. The balance of your
alternative minimum taxable income is subject to alternative minimum taxation at the rate of 28%. The dollar thresholds dividing the 26% and 28% rates are indexed for inflation in future years. Your alternative minimum tax base is equal to your
alternative minimum taxable income (AMTI) minus your exemption amount. 













	•	 	 Alternative Minimum Taxable Income. Your AMTI is equal to your regular taxable income, subject to certain
adjustments and increased by items of tax preference. Among the many adjustments made in computing AMTI are the following: 


  

	 	•	 	 State and local income and property taxes are not allowed as a deduction. 



 

	 	•	 	 Certain interest and other deductions are not allowed. 



 

	 	•	 	 When an ISO is exercised, the spread is added to income for AMT purposes. (See discussion below.)



  

	•	 	 Exemption Amount. Before AMT is calculated, AMTI is reduced by the exemption amount. Under current law,
the exemption amount is as follows: 


  

													
	 Year:
	  	Joint Returns:	 	  	Single Returns:	 	  	Separate Returns:	 
	 20182
	  	$	109,400	 	  	$	70,300	 	  	$	54,700	 

 The allowable exemption amount is reduced by $0.25 for each $1.00 by which alternative minimum taxable income
for the year exceeds the following amounts: 
  

													
	 Year:
	  	Joint Returns:	 	  	Single Returns:	 	  	Separate Returns:	 
	 20183
	  	$	1,000,000	 	  	$	500,000	 	  	$	500,000	 

 This means, for example, in 2018, the $109,400 exemption amount is phased out completely for married
individuals filing joint returns when their alternative minimum taxable income reaches $1,437,600 [($109,400 ÷ $0.25) + $1,000,000]. 

APPLICATION OF AMT WHEN ISO IS EXERCISED 

As noted above, when an ISO is exercised, the spread is included in AMTI at the time of exercise. 

A special rule applies if you dispose of the Purchased Shares in the same year in which you exercised the ISO. If the amount you realize on the sale is less
than the value of the stock at the time of exercise, then the amount includible in AMTI on account of the ISO exercise is limited to the gain realized on the sale.4 

 
  

	2 	 Amounts are indexed for inflation in future years. 



	3 	 Amounts are indexed for inflation in future years. 



	4 	 This is similar to the rule that applies under the regular tax system in the event of a disqualifying
disposition of ISO stock. The amount of ordinary income that must be recognized in that case generally does not exceed the amount of the gain realized in the disposition. 














 To the extent that your AMT is attributable to the spread on exercising an ISO (and certain other items),
you may be able to apply the AMT that you paid as a credit against your income tax liability in future years. But the rules on calculating the available tax credits were amended frequently in recent years and have become extraordinarily complex. On
this issue in particular, you must consult your own tax adviser. 
 When Purchased Shares are sold, your basis for purposes of computing the capital gain or
loss under the AMT system is increased by the option spread that exists at the time of exercise. Again, an ISO is treated under the AMT system much like an NSO is treated under the regular tax system. But your basis in the ISO shares for purposes of
computing gain or loss under the regular tax system does not reflect any AMT that you pay on the spread at exercise. Therefore, if you pay AMT in the year of the ISO exercise and regular income tax in the year of selling the Purchased Shares,
you could pay tax twice on the same gain (except to the extent that you can use the AMT credit described above). 
 SECTION 409A
OF THE INTERNAL REVENUE CODE 
 The preceding summary assumes that section
409A of the Internal Revenue Code does not apply to your option. In general, your option is exempt from section 409A if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time
the option was granted by the Board of Directors. Since shares of Common Stock are not traded on an established securities market, the determination of their fair market value generally is made by the Board of Directors or by an independent
appraisal firm retained by the Company. In either case, there is no guarantee that the Internal Revenue Service will agree with the valuation. 
 If your
option were found to be subject to section 409A, then you would be required to recognize ordinary income as early as the year in which the option (or portion thereof) vests. This amount would also be subject to a 20% federal tax in addition to
the federal income tax at your usual marginal rate for ordinary income. Additional state income taxes may apply in some states. 

DISCLAIMER UNDER IRS CIRCULAR 230 

To ensure compliance with requirements imposed by U.S. tax authorities, we inform you that any U.S. tax advice contained in the foregoing
summary is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding United States federal, state or local tax penalties, or (ii) promoting, marketing or recommending to another party any matters addressed
herein (including any attachments). 

  
 12 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION GRANT
(INSTALLMENT EXERCISE) 
 The Optionee has been granted the following option to purchase shares of the Common Stock of
UiPath, Inc. (the “Company”): 
  

					
		 	Name of Optionee:	 	As per Carta
			
		 	Total Number of Shares:	 	As per Carta
			
		 	Type of Option:	 	As per Carta
			
		 	Exercise Price per Share:	 	As per Carta
			
		 	Date of Grant:	 	As per Carta
			
		 	Vesting Schedule/Date Exercisable:	 	As per Carta
			
		 	Vesting Commencement Date:	 	As per Carta
			
		 	Expiration Date:	 	As per Carta

 By signing below or otherwise accepting this option in a manner acceptable to the Company, the Optionee and the Company agree
that this option is granted under, and governed by the terms and conditions of, this Notice of Stock Option Grant, the 2018 Stock Plan and the Stock Option Agreement. Both of the latter documents are attached to, and made a part of, this Notice of
Stock Option Grant. Capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings set forth in the Plan. Section 14 of the Stock Option Agreement includes important
acknowledgements of the Optionee. 
  

							
	OPTIONEE:	  		 	UIPATH, INC.	  	
				
	                                      
                                         
 	  		 	By:
                                         
                                        	  	
		  		 	Title:
                                         
                                     	  	













 THE OPTION GRANTED PURSUANT TO THE NOTICE OF STOCK OPTION GRANT AND THIS AGREEMENT AND THE SHARES
ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 
 UIPATH,
INC. 2018 STOCK PLAN: 
 STOCK OPTION
AGREEMENT (INSTALLMENT EXERCISE) 
 SECTION 1. GRANT OF OPTION. 

(a)    Option. On the terms and conditions set forth in the Notice of Stock Option Grant, this Agreement and
the Plan, the Company has granted to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair
Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided
in the Notice of Stock Option Grant. 
 (b)    $100,000 Limitation. Even if this option is designated as an ISO
in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 

(c)    Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee
acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 15 hereof), capitalized terms shall have the
meaning ascribed to such terms in the Plan. 
 SECTION 2. RIGHT TO EXERCISE. 

(a)    Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement,
all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. 

(b)    Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall
be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 












 SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in or pursuant to this Agreement or the Plan, this option and the rights and privileges conferred hereby shall not
be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

SECTION 4. EXERCISE PROCEDURES. 

(a)    Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by:
(i) signing and delivering written notice (on a form prescribed by the Company) to the Company pursuant to Section 13(c) specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of
payment, (ii) if requested by the Company, executing and delivering such stockholders agreements as apply to the holders of the Company’s preferred stock (including, without limitation, any right of first refusal and co-sale agreement and/or voting agreement of the Company) and (iii) delivering payment, in a form permissible under Section 5, for the full amount of the Purchase Price (together with any applicable
withholding taxes under Subsection (b)). In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise
this option. 
 (b)    Withholding Taxes. In the event that the Company determines that it is required to
withhold any tax (including without limitation any income tax, social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s
participation in the Plan and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant, vesting or exercise of this option, or as a result of the transfer of
shares acquired upon exercise of this option, the Optionee, as a condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee
acknowledges that the responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by the Company (or its affiliate or agent). 

(c)    Issuance of Shares. After satisfying all requirements for exercise of this option, the Company shall cause
to be issued one or more certificates evidencing, or electronic notation representing, the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the
names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered
into the books and records of the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares. The Company shall cause any certificates
evidencing such Shares to be delivered to or upon the order of the person exercising this option. 
 SECTION 5. PAYMENT FOR STOCK. 

(a)    Cash. All or part of the Purchase Price may be paid in cash or cash equivalents or pursuant to a form of
electronic funds transfer acceptable to the Company. 

  
 2 













 (b)    Surrender of Stock. At the discretion of the Board of
Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be
valued at their Fair Market Value as of the date when this option is exercised. 
 (c)    Cashless Exercise. All
or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the
sales proceeds to the Company. However, payment pursuant to the preceding sentence shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. At the discretion of the Board of
Directors, all or part of the Purchase Price and any withholding taxes may be paid pursuant to another cashless exercise arrangement established by the Company. 

SECTION 6. TERM AND EXPIRATION. 

(a)    Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock
Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 

(b)    Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other
than death, then this option shall expire on the earliest of the following occasions: 
 (i)    The
expiration date determined pursuant to Subsection (a) above; 
 (ii)    The date three months after
the termination of the Optionee’s Service for any reason other than Disability; or 
 (iii)    The
date six months after the termination of the Optionee’s Service by reason of Disability. 
 The Optionee may exercise all or part of this option at any
time before its expiration under the preceding sentence, but only to the extent that this option had become vested and exercisable before the Optionee’s Service terminated or becomes vested and exercisable as a result of such termination. In
the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any
person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested and exercisable before the Optionee’s Service terminated or becomes
vested and exercisable as a result of such termination. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying Shares. 

  
 3 













 (c)    Death of the Optionee. If the Optionee dies while in
Service, then this option shall expire on the earlier of the following dates: 
 (i)    The expiration
date determined pursuant to Subsection (a) above; or 
 (ii)    The date 12 months after the
Optionee’s death. 
 All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested and exercisable
before the Optionee’s death or becomes vested and exercisable as a result of the Optionee’s death. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion
thereof) or to the underlying Shares. 
 (d)    Additional Vesting After Termination of Service. The period of
time beginning on the date that the Optionee’s Service terminates or the date that the Optionee dies while in Service and ending on the earliest of the occasions determined pursuant to Subsections (b) or (c) above, as applicable, is
referred to as the “post-termination exercise period”. To the extent this option is not fully vested and exercisable on the date the Optionee’s Service terminates or the date that the Optionee dies while in Service, the Board
of Directors may, during the post-termination exercise period, take action to cause this option to become vested and exercisable (in whole or in part). In no event will this option become vested or exercisable after termination of the
Optionee’s Service or death unless the Board of Directors takes affirmative action pursuant to the preceding sentence or unless expressly provided in a written agreement between the Company and the Optionee. In this regard, any provision of
this Agreement or another agreement that provides for vesting upon an event (including, without limitation, a change in control) will be deemed to require Service through the occurrence of such event unless the agreement clearly provides otherwise.

 (e)    Extension of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is
first listed for trading on an established securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the exercise of this option would be prohibited solely because the
issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of
this option will instead remain outstanding and not expire until the earlier of (i) the expiration date determined pursuant to Section 6(a) above or (ii) the date on which the then-vested portion of this option has been exercisable
without violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified in the applicable Subsection above. 

(f)    Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the
Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then, to the extent permitted by applicable law, the Company may adjust or suspend the vesting schedule set


  
 4 













 
forth in the Notice of Stock Option Grant. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a
bona fide leave of absence approved by the Company in writing. Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work when such leave ends. 

(g)    Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option
Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i)    More than three months after the date when the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code); 

(ii)    More than 12 months after the date when the Optionee ceases to be an Employee by reason of
permanent and total disability (as defined in Section 22(e)(3) of the Code); or 
 (iii)    More
than three months after the date when the Optionee has been on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 

SECTION 7. RIGHT OF FIRST REFUSAL. 

(a)    Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a
third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired
under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

(b)    Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after
the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions no
less favorable to the Optionee than those described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to
which the Optionee is bound. Any proposed transfer on terms and conditions less favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal
and shall 

  
 5 













 
require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms
set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer
Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present
value of the consideration described in the Transfer Notice. 
 (c)    Additional or Exchanged Securities and
Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration
of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities,
any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First
Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7. 

(d)    Termination of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the
event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures
prescribed by Subsections (a) and (b) above. 
 (e)    Permitted Transfers. This Section 7 shall
not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the
Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the
Optionee. 
 (f)    Termination of Rights as Stockholder. If the Company makes available, at the time and place
and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares are to be purchased shall no longer have any rights
as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not any
certificate(s) therefor have been delivered as required by this Agreement. 
 (g)    Assignment of Right of First
Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the
Company’s rights and obligations under this Section 7. 

  
 6 













 SECTION 8. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a)    It and the Optionee have taken any actions required to register the Shares under the Securities Act
or to perfect an exemption from the registration requirements thereof; 
 (b)    Any applicable listing
requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and 

(c)    Any other applicable provision of federal, State or foreign law has been satisfied. 

SECTION 9. NO REGISTRATION RIGHTS. 
 The
Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under
this Agreement to comply with any law. 
 SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES. 

(a)    General Restrictions. Unless the Stock is readily tradeable on an established securities market, the transfer
of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company
and (ii) payment of a transfer fee not to exceed $5,000. Shares purchased pursuant to this Agreement shall be subject to any transfer restrictions set forth in the Company’s bylaws, as may be amended from time to time. 

(b)    Securities Law Restrictions. Regardless of whether the offer and sale of Shares under the Plan have been
registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to refuse) to transfer Shares acquired hereunder (or
Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the Securities Act or other relevant securities or other
laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration.

  
 7 













 (c)    Market Stand-Off.
In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a
Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose
of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such
period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst
recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar
successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or
additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be
subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under
this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall
not apply to Shares registered in the public offering under the Securities Act. 
 (d)    Investment Intent at
Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(e)    Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under
the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, including (if applicable because the Company is
relying on Regulation S under the Securities Act) that as of the date of exercise the Optionee is (i) not a U.S. Person; (ii) not acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii) is not
exercising the option in the United States. 
 (f)    Legends. Any certificates (or electronic equivalent)
evidencing Shares purchased under this Agreement shall bear the following legend: 
 “THE SHARES REPRESENTED HEREBY (AND ANY INTEREST
THEREIN) MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN 

  
 8 













 
ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ACQUIRED. SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST
REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN SUCH STOCK OPTION AGREEMENT. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH STOCK OPTION
AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 
 Any certificates (or electronic equivalent) evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH
REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

 (g)    Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 

(h)    Administration. Any determination by the Company and its counsel in connection with any of the matters set
forth in this Section 10 shall be conclusive and binding on the Optionee and all other persons. 

  
 9 













 SECTION 11. DRAG ALONG RIGHT. 

(a)    Required Actions. If the Requisite Parties approve a Sale of the Company, then Optionee hereby agrees with
respect to all Shares which the Optionee own(s) or over which the Optionee otherwise exercises voting or dispositive authority: 

(i)    if such Sale of the Company requires stockholder approval under the Certificate, the Bylaws of the
Company or any law, rule or regulation applicable to the Company, to vote (in person, by proxy or by action by written consent, as applicable) such Shares in favor of such Sale of the Company (it being understood that, within five (5) days
after the delivery of a proxy or consent solicitation statement (or similar document requesting the consent or approval of stockholders) in respect of any Sale of the Company, the Stockholder shall duly execute and deliver a proxy or consent, as the
case may be, in favor of such Sale of the Company); 
 (ii)    if such transaction is a Stock Sale, to
sell the same proportion of shares of capital stock of the Company beneficially held by the Optionee as is being sold by the Selling Holders to the person to whom the Selling Holders propose to sell their Shares; 

(iii)    to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law
at any time with respect to such Sale of the Company; 
 (iv)    if the consideration for such Shares
pursuant to the Sale of the Company includes any securities, accept in lieu thereof an amount of cash equal to the fair value (as determined in good faith by the Company) of such securities to the extent reasonably necessary (as determined in good
faith by the Company) to comply with applicable federal and state securities laws; 
 (v)    if the
Selling Holders appoint a stockholder representative (the “Stockholder Representative”) for matters affecting the stockholders of the Company under the applicable definitive transaction agreements, to consent to (i) the
appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro
rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with
such Sale of the Company and its related service as the representative of the Stockholders; 
 (vi)    to
agree to make representations and warranties and to agree to indemnity and other liability obligations in connection with the Sale of the Company on terms and conditions that, taken as a whole, are no less favorable to Optionee than to other holders
of Common Stock of the Company; and 
 (vii)    to execute and deliver all related documentation and take
such other action in support of the Sale of the Company, as reasonably requested by the Company, including a written consent, release and/or joinder, and to not take any action inconsistent with the Sale of the Company. 

  
 10 













 (b)    Exceptions. Notwithstanding the foregoing, an Optionee
will not be required to comply with Subsection (a) above in connection with any Sale of the Company unless (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of
such class or series as is received by other holders in respect of their shares of such same class or series of stock and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by
other holders in respect of their shares of Common Stock, subject, in each case, to any “rollover” or similar arrangements provided in the definitive documents relating to such Sale of the Company. If the consideration to be paid in
exchange for the Shares pursuant to such Sale of the Company includes any securities and due receipt thereof by the Optionee would require under applicable law (x) the registration or qualification of such securities or of any person as a
broker or dealer or agent with respect to such securities; or (y) the provision to any Optionee of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited
investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount
in cash equal to the fair value (as determined in good faith by the Company’s Board of Directors or the Requisite Parties, as applicable) of the securities which such Optionee would otherwise receive as of the date of the issuance of such
securities in exchange for the Shares. 
 SECTION 12. ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 9(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 9(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or
substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 9(b) of the Plan. 

SECTION 13. MISCELLANEOUS PROVISIONS. 

(a)    Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as
a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4
and 5. 
 (b)    No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any
right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

(c)    Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed
effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or
(iv) deposit with any 

  
 11 













 
internationally recognized express mail courier service, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the
address that he or she most recently provided to the Company in accordance with this Subsection (c). In addition, to the extent required or permitted pursuant to rules established by the Company from time to time, notices may be delivered
electronically. 
 (d)    Modifications and Waivers. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee); provided, however, that a modification that is otherwise favorable to
the Optionee (for example, providing the Optionee with additional time to exercise this option after termination of employment or providing for additional forms of payment) but causes this option to lose its
tax-favored status (for example, as an ISO) shall not require the consent of the Optionee. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(e)    Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

 (f)    Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(g)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (h)    Binding Effect
on Transferees, Heirs, Successors and Assigns. This Agreement shall be binding upon Optionee’s permitted transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall agree on a
form prescribed by the Company to be bound by the terms and conditions of this Agreement, including the restrictions on transfer in Section 10 and the drag along right in Section 11. The Company shall not record any transfer of Shares on
its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection (h). 

SECTION 14. ACKNOWLEDGEMENTS OF THE OPTIONEE. 

In addition to the other terms, conditions and restrictions imposed on this option and the Shares issuable under this option pursuant to this
Agreement and the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of First Refusal), 

  
 12 













 
8 (Legality of Initial Issuance), 10 (Restrictions on Transfer of Shares, including without limitation the Market Stand-Off) and 11 (Drag Along Right), as
well as the following provisions: 
 (a)    Tax Consequences. The Optionee agrees that the Company does not have
a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees
related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price
is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation
firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of
Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. In addition, if this option is designated as an ISO, the Optionee acknowledges that there is no guarantee that the option in fact
qualifies for incentive stock option treatment or that it will continue to qualify for incentive stock option treatment at the time of exercise. In this regard, the Optionee acknowledges that the Company may take actions that will cause the option
to cease to be eligible for incentive stock option treatment and that such actions do not require the Optionee’s consent. 

(b)    Electronic Delivery of Documents. The Optionee acknowledges and agrees that the Company may, in its sole
discretion, deliver all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the
Securities and Exchange Commission) by email or other means of electronic transmission (including by posting them on a website maintained by the Company or a third party under contract with the Company). The Optionee acknowledges that he or she may
incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the
documents. 
 (c)    No Notice of Expiration Date. The Optionee agrees that the Company and its officers,
employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date
related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This
Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company. 

(d)    Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this
option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she shall waive, and shall be deemed to have waived, any rights the Optionee would otherwise
have under Section 220 of the Delaware General Corporation Law (or under similar rights pursuant to any other applicable law) to inspect for any purpose and to make copies and extracts from the Company’s stock ledger, a list of its
stockholders and its other books and records or the books and records of any subsidiary of the Company (the “Inspection Rights”). The Optionee acknowledges 

  
 13 













 
and understands that, but for the waiver made herein, the Optionee would be entitled, upon compliance with the procedures set forth in Section 220 of the Delaware General Corporation Law, to
Inspection Rights pursuant thereto, and further acknowledges and agrees that the waiver set forth herein is a knowing and voluntary waiver of such rights, that the Optionee has received sufficient consideration for such waiver and that the Company
would not be willing to provide the benefits to the Optionee hereunder without the benefit of such waiver from the Optionee. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights
the Optionee may have pursuant to any written agreement with the Company.
 (e)    Plan Discretionary. The
Optionee understands and acknowledges that (i) the Plan is entirely discretionary, (ii) the Company and the Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant
of an option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all determinations with respect to any additional grants,
including (without limitation) the times when options will be granted, the number of Shares offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company. 

(f)    Termination of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon
termination of his or her Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. 

(g)    Extraordinary Compensation. The value of this option shall be an extraordinary item of compensation outside
the scope of the Optionee’s employment contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 

(h)    Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to
disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the
Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan. 

(i)    Personal Data Authorization. The Optionee consents to the collection, use and transfer of personal data as
described in this Subsection (i). The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold certain personal information regarding the Optionee for the purpose of
managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and
details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The Optionee further understands and acknowledges that the Company
and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan and that the Company and/or any Subsidiary may each further
transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and 

  
 14 













 
acknowledges that the recipients of Data may be located in the United States or elsewhere. The Optionee authorizes such recipients to receive, possess, use, retain and transfer Data, in
electronic or other form, for the purpose of administering the Optionee’s participation in the Plan, including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired under the Plan of such Data as
may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in
this Subsection (i) by contacting the Company in writing. 
 SECTION 15. DEFINITIONS. 

(a)    “Agreement” shall mean this Stock Option Agreement. 

(b)    “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time or, if a Committee has been appointed, such Committee. 
 (c)    “Cause” shall mean: 

(i)    a material breach of the Confidential Information and Inventions Assignment Agreement and any restrictive
covenants contained therein; 
 (ii)    fraud, theft or dishonesty against the Company; 

(iii)    a breach of fiduciary duties; 

(iv)    any unlawful conduct; 

(v)    any gross negligence or willful misconduct; 

(vi)    a continuing failure to perform assigned duties consistent with your position; 

(vii)    a failure to cooperate in good faith with a governmental or internal investigation of the Company or its
directors, officers or employees; 
 (viii)    a material violation of the Company’s policies or procedures;
and/or 
 (ix)    a violation of any agreement with any prior employer causing harm to the Company. 

(d)    “Certificate” shall mean the Company’s amended and restated certificate of incorporation as
in effect from time to time. 
 (e)    “Code” means the Internal Revenue Code of 1986, as amended. 

(f)    “Company” shall mean UiPath, Inc., a Delaware corporation. 

(a)    “Good Reason” shall mean that you resign after one of the following conditions has come into
existence without consent, in each case, provided that you have given 

  
 15 













 
written notice to the Company of such event within thirty (30) days after the occurrence thereof, the Company fails to cure such event to your reasonable satisfaction within thirty
(30) days after receipt of such notice, and you resign within thirty (30) days after the end of such cure period: 

(i)    a material diminution in your responsibilities, authority or duties without consent; 

(ii)    a material diminution in your base compensation; and/or 

(iii)    a material change in the geographic location of your primary work location without consent (excluding business
travel generally required in the ordinary course of your role and responsibilities). 
 (g)    “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 

(h)    “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(i)    “Plan” shall mean the UiPath, Inc. 2018 Stock Plan, as in effect on the Date of Grant. 

(j)    “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to
which this option is being exercised. 
 (k)    “Requisite Parties” shall mean both the Board of
Directors and the Selling Holders. 
 (l)    “Right of First Refusal” shall mean the Company’s
right of first refusal described in Section 7. 
 (m)    “Sale of the Company” shall mean:
(i) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a
“Stock Sale”), (ii) a sale of all or substantially all of the assets of the Company or (iii) any other transaction that qualifies as a “Liquidation Event” as defined in the Certificate. 

(n)    “Selling Holders” shall mean the holders of a majority of the then-outstanding shares of Common
Stock (voting together as a single class and on an as-converted basis). 

(o)    “Service” shall mean service as an Employee, Outside Director or Consultant. 

(p)     “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred
any Share acquired under this Agreement. 

  
 16 













 (q)    “Transfer Notice” shall mean the notice of a
proposed transfer of Shares described in Section 7. 
 (r)    “U.S. Person” shall mean a person
described in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a
U.S. Person, or any trust of which of any trustee is a U.S. Person. 

  
 17 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION EXERCISE
(INSTALLMENT EXERCISE) 
 You must sign this Notice on Page 4 before submitting it to the Company.

  

							
	OPTIONEE INFORMATION:	 		  	
				
	Name:	 	                                      
                                      	 	    	  	Social Security Number:                                
                                         
                      
				
	Address:	 	    	 		  	Employee Number:                                  
                                         
                            
				
		 	                                      
                                      	 		  	Email Address:                                   
                                         
                                  

  

			
		
	OPTION INFORMATION:	  	
		
	Date of Grant:             , 20    	  	Type of Stock Option:
		
	Exercise Price per Share: $        	  	☐  Nonstatutory (NSO)
		
	Total number of shares of Common Stock of UiPath, Inc. (the “Company”) covered by the option:
                                        
	  	☐  Incentive (ISO)

 EXERCISE INFORMATION: 

Number of shares of Common Stock of the Company for which the option is being exercised now: 

                    .   (These shares are
referred to below as the “Purchased Shares.”) 
 Total Exercise Price for the Purchased Shares:
$         
 Form of payment enclosed [check all that apply]: 

 

	☐	 Check for $         , payable to “UiPath, Inc.”



  

	☐	 Certificate(s) for
                     shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.] 


  

	☐	 Attestation Form covering
                     shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company.
[Requires Company consent.] 


 Name(s) in which the Purchased Shares should be registered [please review the attached
explanation of the available forms of ownership, and then check one box]*: 
  

	☐	 In my name only 















			
	 ☐   In the names of my spouse and myself as community property
	  	My spouse’s name (if applicable):
		
	 ☐   In the names of my spouse and myself as community property with the
right of survivorship
	  	  

		
	 ☐   In the names of my spouse and myself as joint tenants with the right
of survivorship
	  	
		
	 ☐   In the name of an eligible revocable trust
[requires Stock Transfer Agreement]
	  	Full legal name of revocable trust:
		  	  

		  	  

		  	  


  

	*	 While the Company will register the Purchased Shares in accordance with your instruction, this document does
not control or change the nature of the Purchased Shares as community property or separate property. You are advised to consult your own advisor to determine if additional steps or documentation are required in this regard. 



REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE: 

 

	1.	 I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment
for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 



 

	2.	 I understand that my purchase of the Purchased Shares has not been registered under the Securities Act by
reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company
and its counsel) that registration is not required. 


  

	3.	 I acknowledge that the Company is under no obligation to register the Purchased Shares or any sale or transfer
thereof. 


  

	4.	 I am aware of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in
a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the
resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed
specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied as of the date set forth below, and that the Company is not required to take action to satisfy any conditions applicable to it.



  

	5.	 I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. 


  

	6.	 I acknowledge that I have received and had access to such information as I consider necessary or appropriate
for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. 















	7.	 I am aware that my investment in the Company is a speculative investment that has limited liquidity and is
subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares. 



 

	8.	 I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal, the
drag-along right and the market stand-off (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and
Stock Option Agreement. I acknowledge that any transfer of the Purchased Shares may be subject to a transfer fee and must be effected on the Company’s form of stock transfer agreement, as further described in the Stock Option Agreement.



  

	9.	 I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option
Grant and Stock Option Agreement. 


  

	10.	 I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available
for my Purchased Shares. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign
a Stock Transfer Agreement on a form prescribed by the Company. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible
revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



  

	11.	 I acknowledge that I have received a copy of the Company’s explanation of the federal income tax
consequences of an option exercise. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time. 



 

	12.	 I agree that the Company does not have a duty to design or administer the 2018 Stock Plan or its other
compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In
particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at    least equal to the fair market value per share of the Company’s Common Stock
at the time the option was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the
Company’s Board of Directors or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim
against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. 


  

	13.	 I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



  

	14.	 I consent, with respect to all shares of capital stock of the Company held by me, to receive any notice given
by the Company under its certificate of incorporation or bylaws, as the same may be amended and/or restated from time to time, the General Corporation Law of the State of Delaware (the “General Corporation Law”) or otherwise, by electronic
transmission pursuant to Section 232 of the General Corporation Law at the email address set forth above. I further acknowledge and agree that the Company may rely upon any expressions of my consent to proposed corporate actions received
















	 	
from the email address provided above. I hereby agree to notify the Company of any change to my email address set forth above, and further agree that the provision of such notice shall constitute
my consent to receive notice and to provide my expression of consent as provided herein at such address. In the event that the Company is unable to deliver notice to me at the e-mail address set forth above, I
shall, within five (5) days after a request by the Company, provide the Company with a valid e-mail address to which I consent to receive notice and to provide expressions of consent as provided herein.


  

			
	 SIGNATURE:
	  	 DATE:

		
	
                   
                                         

	  	
                   
                     














 EXPLANATION OF FORMS OF
STOCK OWNERSHIP 
 PURPOSE OF THIS EXPLANATION 

The purpose of this explanation is to provide you with a brief summary of the forms of legal ownership available for the shares that you are purchasing (the
“Purchased Shares”). For a number of reasons, this explanation is no substitute for personal legal advice: 
  

	•	 	 To make the explanation short and readable, only the highlights are covered. Some legal rules are not addressed,
even though they may be important in particular cases. 


  

	•	 	 While the summary attempts to deal with the most common situations, your own situation may well be different from
the norm. 


  

	•	 	 The law may change, and the Company is not responsible for updating this summary. 



 

	•	 	 The form in which you own your shares may have a substantial impact on the estate tax treatment that
applies to those shares when you die or the income tax treatment that applies when your survivors sell the shares after your death. 



FOR THESE REASONS, THE COMPANY STRONGLY
ENCOURAGES YOU TO CONSULT YOUR OWN ADVISER BEFORE EXERCISING YOUR OPTION
AND BEFORE MAKING A DECISION ABOUT THE FORM OF OWNERSHIP FOR YOUR
SHARES. 
 OVERVIEW 

The Notice of Stock Option Exercise offers five forms of taking title to the Purchased Shares: 

 

	•	 	 In your name only, 


  

	•	 	 In your name and the name of your spouse as community property, 



 

	•	 	 In your name and the name of your spouse as community property with the right of survivorship,



  

	•	 	 In your name and the name of your spouse as joint tenants with the right of survivorship, or



  

	•	 	 In the name of an eligible revocable trust. 



Title in the Purchased Shares depends upon (a) your marital status, (b) the marital property laws of your state of residence and (c) any
agreement with your spouse altering the existing marital property laws of your state of residence. If you are not married, you generally will take title in your name alone. If you are married, title depends upon the marital property laws of your
state of residence. In general, states are classified either as “community property” states or as “common- law property” states. (But individual state law may vary within these classifications.) 












 COMMUNITY PROPERTY AND JOINT
TENANCY 
 Community property states include California, Texas, Washington, Arizona, Nevada, New Mexico, Idaho, Louisiana and Wisconsin.
In a community property state, property acquired during marriage by either spouse is presumed to be one-half owned by each spouse. All other property is classified as the separate property of the spouse who
acquires the property. While either spouse has equal management and control over the community property and may sell, spend or encumber all community property, neither spouse may gift community property or partition his/her one-half interest without the consent of the other spouse. Upon divorce, all community property is divided equally among the spouses and each spouse is entitled to retain all of his/her separate property. Upon the
death of a spouse, one-half of the community property (and all of the decedent spouse’s separate property) will pass to the decedent spouse’s heirs. The other
one-half of the community property remains the property of the surviving spouse. 
 Other states are common-law property states. In a common-law property state, each spouse is generally deemed to own whatever he/she earns or acquires. 

A married couple may elect to alter the marital property rules by mutually agreeing to take title to property in other forms. For example, a couple residing
in a community property state may generally enter into an agreement and transform what otherwise would be community property into the separate property of the spouse who earns or acquires the property. 

In addition, many community property and common-law property states allow married couples to take joint title in
property acquired during marriage. For example, California allows a married couple to take title in a joint tenancy with the right of survivorship. In a joint tenancy, each spouse owns a one-half interest in
the property as separate property. This means that each spouse may transfer or sell his/her one-half interest in the property while he/she is alive. However, unlike traditional separate property, a spouse
cannot transfer his/her one-half interest to heirs at death. Instead, the surviving spouse automatically receives the decedent spouse’s one-half interest and
becomes the full owner of the property. (This is called the “right of survivorship.”) Both spouses must consent to taking property in a joint tenancy in lieu of having the community property laws apply. 

California also allows a married couple to take title in the shares as community property with the right of survivorship. This means that the shares are
treated like community property while both spouses are alive. However, if one spouse dies, then the other spouse automatically receives the decedent spouse’s one-half interest and becomes the full owner
of the shares. In other words, the decedent spouse’s will or trust does not control the disposition of the shares. 
 If you have the Purchased
Shares issued in a form other than those described above, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer
to the attached tax summary for additional information. 












 TRUSTS 

A transfer to a trust generally should not be treated as a “disposition” of the Purchased Shares for tax purposes if the trust satisfies each of the
following conditions: 
  

	•	 	 You are the sole grantor of the trust, 



 

	•	 	 You are the sole trustee, or you and your spouse are the sole
co-trustees, 


  

	•	 	 The trustee or trustees are not required to distribute the income of the trust to any person other than you
and/or your spouse while you are alive, and 


  

	•	 	 The trust permits you to revoke all or part of the trust and to have the trust’s assets returned to you,
without the consent of any other person (including your spouse). 


 If you have the Purchased Shares issued to a trust that does not meet
these requirements, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer to the attached tax summary for
additional information. 
 If you have the Purchased Shares issued to any trust, you will be required to sign a Stock Transfer Agreement in your capacity as
trustee. Under the Stock Transfer Agreement, the Purchased Shares remain subject to the Company’s right of first refusal in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. 

THE COMPANY WILL NOT CHECK TO DETERMINE
WHETHER THE FORM OF OWNERSHIP THAT YOU ELECT IN YOUR NOTICE OF
STOCK OPTION EXERCISE IS APPROPRIATE. YOU SHOULD CONSULT YOUR OWN ADVISERS
ON THIS SUBJECT. IF AN INAPPROPRIATE ELECTION IS MADE, THE FORM OF
OWNERSHIP MAY NOT WITHSTAND LEGAL SCRUTINY OR MAY HAVE ADVERSE TAX
CONSEQUENCES. 












 EXPLANATION OF U.S. FEDERAL
INCOME TAX CONSEQUENCES 
 (Current as of January 2018) 

PURPOSE OF THIS EXPLANATION 

The purpose of this explanation is to provide you with a brief summary of the tax consequences of exercising your option. For a number of reasons, this
explanation is no substitute for personal tax advice: 
  

	•	 	 To make the explanation short and readable, only the highlights are covered. Some tax rules are not addressed,
even though they may be important in particular cases. 


  

	•	 	 While the summary attempts to deal with the most common situations, your own tax situation may well be different
from the norm. 


  

	•	 	 State and foreign income taxes are not addressed at all, even though they could have a significant impact on your
tax planning. Likewise, federal gift and estate taxes and state inheritance taxes are not discussed. 


  

	•	 	 Tax planning involving incentive stock options is exceedingly complex, in part because of the possible
application of the alternative minimum tax. 


  

	•	 	 This explanation assumes that your option is not subject to section 409A of the Internal Revenue Code. However,
the Company cannot be certain that section 409A is inapplicable to your option. (Please refer to the last segment of this summary for more information about section 409A.) 



 

	•	 	 The tax rules change often, and the Company is not responsible for updating this summary. (Please refer to the
date at the top of this page.) 


 FOR THESE REASONS, THE
COMPANY STRONGLY ENCOURAGES YOU TO CONSULT YOUR OWN TAX ADVISER BEFORE
EXERCISING YOUR OPTION. 
 EXERCISE OF NSO 

If you are exercising an NSO, you generally will be taxed at the time of exercise. You will recognize ordinary income in an amount equal to the excess of
(a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price you are paying. If you are an employee or former employee of the Company, this amount is subject to withholding for income and payroll
taxes. Your tax basis in the Purchased Shares (to calculate capital gain when you sell the shares) is equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you recognized as income on the exercise date.













 DISPOSITION OF NSO SHARES 

When you dispose of the Purchased Shares, you will recognize a capital gain equal to the excess of (a) the sale proceeds over (b) your tax basis in
the Purchased Shares. If the sale proceeds are less than your tax basis, you will recognize a capital loss. The capital gain or loss will be long- term if you held the Purchased Shares for more than 12 months. The holding period starts when you
exercise your NSO. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law, but lower long-term capital gain rates may apply to certain taxpayers. 

Effective January 1, 2013, as a result of the Health Care and Education Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at
a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and $125,000 in the case of a married taxpayer filing separately). “Net investment
income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income. 
 Depending on the
level of your adjusted gross income, the additional Medicare contribution tax may be imposed on any short-term and long-term capital gain income and can increase your marginal tax rate. 

LIMIT ON ISO TREATMENT 

The Notice of Stock Option Grant indicates whether your option is a nonstatutory stock option (NSO) or an incentive stock option (ISO). The favorable tax
treatment for ISOs is limited, regardless of what the Notice of Stock Option Grant indicates. Of the options that become exercisable in any calendar year, only options covering the first $100,000 of stock are eligible for ISO treatment. The excess
over $100,000 automatically receives NSO treatment. For this purpose, stock is valued at the time of grant. This means that the value is generally equal to the exercise price. 

For example, assume that you hold an option to buy 60,000 shares for $8 per share. Assume further that the entire option becomes exercisable in four equal
annual installments. Only the first 50,000 shares qualify for ISO treatment. (12,500 times $8 equals $100,000.) The remaining 10,000 shares will be treated as if they had been acquired by exercising an NSO. This is true regardless of when the option
is actually exercised; what matters is when it first could have been exercised. 
 EXERCISE OF ISO
AND ISO HOLDING PERIODS 
 If you are exercising an ISO, you will not be taxed under the regular tax
rules until you dispose of the Purchased Shares.1 (The alternative minimum tax rules are described below.) The tax 

 

	1 	 Generally, a “disposition” of shares purchased under an ISO encompasses any transfer of legal title,
such as a transfer by sale, exchange or gift. It generally does not include a transfer to your spouse, a transfer into joint ownership with right of survivorship (if you remain one of the joint owners), a pledge, a transfer by bequest or
inheritance, or certain tax-free exchanges permitted under the Internal Revenue Code. A transfer to a trust is a “disposition” unless the trust is an eligible revocable trust, as described in the
attached explanation. 














 treatment at the time of disposition depends on how long you hold the shares. You will satisfy the ISO
holding periods if you hold the Purchased Shares until the later of the following dates: 
  

	•	 	 More than two years after the ISO was granted, and 



 

	•	 	 More than one year after the ISO is exercised. 



DISPOSITION OF ISO SHARES 

If you dispose of the Purchased Shares after satisfying both of the ISO holding periods, then you will recognize only a long-term capital gain at the
time of disposition. The amount of the capital gain is equal to the excess of (a) the sale proceeds over (b) the exercise price. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law,
but lower long-term capital gain rates may apply to certain taxpayers. 
 Effective January 1, 2013, as a result of the Health Care and Education
Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and
$125,000 in the case of a married taxpayer filing separately). “Net investment income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income. 

If you dispose of the Purchased Shares before either or both of the ISO holding periods are met, then you will recognize ordinary income at the time of
disposition. The amount of ordinary income will be equal to the excess of (a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price. But if the disposition is an arm’s length sale to an
unrelated party, the amount of ordinary income will not exceed the total gain from the sale. Under current IRS rules, the ordinary income amount will not be subject to withholding for income or payroll taxes. 

Your tax basis in the Purchased Shares will be equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you
recognized as ordinary income. Any gain in excess of your basis will be taxed as a capital gain—either long-term or short-term, depending on how long you held the Purchased Shares after the date of exercise. 

SUMMARY OF ALTERNATIVE MINIMUM TAX 

The alternative minimum tax (AMT) must be paid to the extent that it exceeds your regular federal income tax for the year. For 2018, the first $191,500
($95,750 for a married taxpayer filing a separate return) of your alternative minimum taxable income for the year over the allowable exemption amount (see below) is subject to alternative minimum taxation at the rate of 26%. The balance of your
alternative minimum taxable income is subject to alternative minimum taxation at the rate of 28%. The dollar thresholds dividing the 26% and 28% rates are indexed for inflation in future years. Your alternative minimum tax base is equal to your
alternative minimum taxable income (AMTI) minus your exemption amount. 













	•	 	 Alternative Minimum Taxable Income. Your AMTI is equal to your regular taxable income, subject to certain
adjustments and increased by items of tax preference. Among the many adjustments made in computing AMTI are the following: 


  

	 	•	 	 State and local income and property taxes are not allowed as a deduction. 



 

	 	•	 	 Certain interest and other deductions are not allowed. 



 

	 	•	 	 When an ISO is exercised, the spread is added to income for AMT purposes. (See discussion below.)



  

	•	 	 Exemption Amount. Before AMT is calculated, AMTI is reduced by the exemption amount. Under current law,
the exemption amount is as follows: 


  

													
	 Year:
	  	Joint Returns:	 	  	Single Returns:	 	  	Separate Returns:	 
	 20182
	  	$	109,400	 	  	$	70,300	 	  	$	54,700	 

 The allowable exemption amount is reduced by $0.25 for each $1.00 by which alternative minimum taxable income
for the year exceeds the following amounts: 
  

													
	 Year:
	  	Joint Returns:	 	  	Single Returns:	 	  	Separate Returns:	 
	 20183
	  	$	1,000,000	 	  	$	500,000	 	  	$	500,000	 

 This means, for example, in 2018, the $109,400 exemption amount is phased out completely for married
individuals filing joint returns when their alternative minimum taxable income reaches $1,437,600 [($109,400 ÷ $0.25) + $1,000,000]. 

APPLICATION OF AMT WHEN ISO IS EXERCISED 

As noted above, when an ISO is exercised, the spread is included in AMTI at the time of exercise. 

A special rule applies if you dispose of the Purchased Shares in the same year in which you exercised the ISO. If the amount you realize on the sale is less
than the value of the stock at the time of exercise, then the amount includible in AMTI on account of the ISO exercise is limited to the gain realized on the sale.4 

 
  

	2 	 Amounts are indexed for inflation in future years. 



	3 	 Amounts are indexed for inflation in future years. 



	4 	 This is similar to the rule that applies under the regular tax system in the event of a disqualifying
disposition of ISO stock. The amount of ordinary income that must be recognized in that case generally does not exceed the amount of the gain realized in the disposition. 














 To the extent that your AMT is attributable to the spread on exercising an ISO (and certain other items),
you may be able to apply the AMT that you paid as a credit against your income tax liability in future years. But the rules on calculating the available tax credits were amended frequently in recent years and have become extraordinarily complex. On
this issue in particular, you must consult your own tax adviser. 
 When Purchased Shares are sold, your basis for purposes of computing the capital gain or
loss under the AMT system is increased by the option spread that exists at the time of exercise. Again, an ISO is treated under the AMT system much like an NSO is treated under the regular tax system. But your basis in the ISO shares for purposes of
computing gain or loss under the regular tax system does not reflect any AMT that you pay on the spread at exercise. Therefore, if you pay AMT in the year of the ISO exercise and regular income tax in the year of selling the Purchased Shares,
you could pay tax twice on the same gain (except to the extent that you can use the AMT credit described above). 
 SECTION 409A
OF THE INTERNAL REVENUE CODE 
 The preceding summary assumes that section
409A of the Internal Revenue Code does not apply to your option. In general, your option is exempt from section 409A if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time
the option was granted by the Board of Directors. Since shares of Common Stock are not traded on an established securities market, the determination of their fair market value generally is made by the Board of Directors or by an independent
appraisal firm retained by the Company. In either case, there is no guarantee that the Internal Revenue Service will agree with the valuation. 
 If your
option were found to be subject to section 409A, then you would be required to recognize ordinary income as early as the year in which the option (or portion thereof) vests. This amount would also be subject to a 20% federal tax in addition to
the federal income tax at your usual marginal rate for ordinary income. Additional state income taxes may apply in some states. 

DISCLAIMER UNDER IRS CIRCULAR 230 

To ensure compliance with requirements imposed by U.S. tax authorities, we inform you that any U.S. tax advice contained in the foregoing
summary is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding United States federal, state or local tax penalties, or (ii) promoting, marketing or recommending to another party any matters addressed
herein (including any attachments). 

  
 12 













 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION GRANT
(EARLY EXERCISE, WITH 
 ACCELERATION) 

The Optionee has been granted the following option to purchase shares of the Common Stock of UiPath, Inc. (the “Company”): 

 

			
	 Name of Optionee:
	  	 As per Carta

		
	 Total Number of Shares:
	  	 As per Carta

		
	 Type of Option:
	  	 As per Carta

		
	 Exercise Price per Share:
	  	 As per Carta

		
	 Date of Grant:
	  	 As per Carta

		
	 Date Exercisable:
	  	 As per Carta

		
	 Vesting Commencement Date:
	  	 As per Carta

		
	 Vesting Schedule:
	  	 As per Carta

		
	 Expiration Date:
	  	 As per Carta


 By signing below or otherwise accepting this option in a manner acceptable to the Company, the Optionee and the Company agree
that this option is granted under, and governed by the terms and conditions of, this Notice of Stock Option Grant, the 2018 Stock Plan and the Stock Option Agreement. Both of the latter documents are attached to, and made a part of, this Notice of
Stock Option Grant. Capitalized terms not otherwise defined herein or in the Stock Option Agreement shall have the meanings set forth in the Plan. Section 15 of the Stock Option Agreement includes important acknowledgements of
the Optionee. 
  

							
	OPTIONEE:	 		 		 	UIPATH, INC.
				
		 		 		 	By:
				
		 		 		 	Title:

 THE OPTION GRANTED PURSUANT TO THE NOTICE OF STOCK OPTION GRANT AND THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 












 UIPATH, INC. 2018 STOCK
PLAN: 
 STOCK OPTION AGREEMENT (EARLY
EXERCISE, WITH ACCELERATION) 
 SECTION 1.    GRANT OF
OPTION. 
 (a)    Option. On the terms and conditions set forth in the Notice of Stock Option
Grant, this Agreement and the Plan, the Company has granted to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at
least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO
or an NSO, as provided in the Notice of Stock Option Grant. 
 (b)    $100,000 Limitation. Even if this option is
designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 

(c)    Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee
acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 16 hereof), capitalized terms shall have the
meaning ascribed to such terms in the Plan. 
 SECTION 2.    RIGHT TO EXERCISE. 

(a)    Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement,
all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7. 

(b)    Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall
be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 
 SECTION 3.    NO
TRANSFER OR ASSIGNMENT OF OPTION. 
 Except as otherwise
provided in or pursuant to this Agreement or the Plan, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under
execution, attachment, levy or similar process. 
 SECTION 4.    EXERCISE PROCEDURES. 

(a)    Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by:
(i) signing and delivering written notice (on a form prescribed by the 












 
Company) to the Company pursuant to Section 14(c) specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of payment, (ii) if
requested by the Company, executing and delivering such stockholders agreements as apply to the holders of the Company’s preferred stock (including, without limitation, any right of first refusal and
co-sale agreement and/or voting agreement of the Company) and (iii) delivering payment, in a form permissible under Section 5, for the full amount of the Purchase Price (together with any applicable
withholding taxes under Subsection (b)). In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise
this option. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant. 

(b)    Withholding Taxes. In the event that the Company determines that it is required to withhold any tax
(including without limitation any income tax, social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s participation in the Plan
and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant, vesting or exercise of this option, or as a result of the vesting or transfer of shares acquired
upon exercise of this option, the Optionee, as a condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee acknowledges that the
responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by the Company (or its affiliate or agent). 

(c)    Issuance of Shares. After satisfying all requirements for exercise of this option, the Company shall cause
to be issued one or more certificates evidencing, or electronic notation representing, the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the
names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered into
the books and records of the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares. In the case of Restricted Shares, the Company
shall cause any certificates evidencing such Shares to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause any certificates evidencing such Shares to be delivered to or upon the order of the person
exercising this option. 
 SECTION 5.    PAYMENT FOR STOCK. 

(a)    Cash. All or part of the Purchase Price may be paid in cash or cash equivalents or pursuant to a form of
electronic funds transfer acceptable to the Company. 
 (b)    Surrender of Stock. At the discretion of the Board
of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be
valued at their Fair Market Value as of the date when this option is exercised. 












 (c)    Cashless Exercise. All or part of the Purchase Price and
any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company.
However, payment pursuant to the preceding sentence shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. At the discretion of the Board of Directors, all or part of the
Purchase Price and any withholding taxes may be paid pursuant to another cashless exercise arrangement established by the Company. 
 SECTION
6.    TERM AND EXPIRATION. 
 (a)    Basic
Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the
Notice of Stock Option Grant and Section 3(b) of the Plan applies). 
 (b)    Termination of Service (Except by
Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions: 

(i)     The expiration date determined pursuant to Subsection (a) above; 

(ii)     The date three months after the termination of the Optionee’s Service for any reason other
than Disability; or 
 (iii)     The date six months after the termination of the Optionee’s Service
by reason of Disability. 
 The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to
the extent that this option had become vested before the Optionee’s Service terminated or becomes vested as a result of such termination. In the event that the Optionee dies after termination of Service but before the expiration of this option,
all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this option had become vested before the Optionee’s Service terminated or becomes vested as a result of such termination. Once this option (or portion thereof) has terminated, the Optionee shall have no
further rights with respect to the option (or portion thereof) or to the underlying Shares. 
 (c)    Death of the
Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates: 

(i)     The expiration date determined pursuant to Subsection (a) above; or 












 (ii)     The date 12 months after the Optionee’s
death. 
 All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of
the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested before the Optionee’s death or
becomes vested as a result of the Optionee’s death. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to the underlying Shares. 

(d)    Additional Vesting After Termination of Service. The period of time beginning on the date that the
Optionee’s Service terminates or the date that the Optionee dies while in Service and ending on the earliest of the occasions determined pursuant to Subsections (b) or (c) above, as applicable, is referred to as the
“post-termination exercise period”. To the extent this option is not fully vested on the date the Optionee’s Service terminates or the date that the Optionee dies while in Service, the Board of Directors may, during the
post-termination exercise period, take action to cause this option to become vested (in whole or in part). In no event will this option become vested after termination of the Optionee’s Service or death unless the Board of Directors takes
affirmative action pursuant to the preceding sentence or unless expressly provided in a written agreement between the Company and the Optionee. In this regard, any provision of this Agreement or another agreement that provides for vesting upon an
event (including, without limitation, a change in control) will be deemed to require Service through the occurrence of such event unless the agreement clearly provides otherwise. 

(e)    Extension of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is
first listed for trading on an established securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the exercise of this option would be prohibited solely because the
issuance of Shares upon such exercise would violate the registration requirements under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period, the then-vested portion of
this option will instead remain outstanding and not expire until the earlier of (i) the expiration date determined pursuant to Section 6(a) above or (ii) the date on which the then-vested portion of this option has been exercisable
without violation of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified in the applicable Subsection above. 

(f)    Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the
Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then, to the extent permitted by applicable law, the Company may adjust or suspend the vesting schedule set forth in
the Notice of Stock Option Grant. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence approved by the Company in writing.
Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work when such leave ends. 












 (g)    Notice Concerning ISO Treatment. Even if this option is
designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i)    More than three months after the date when the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code); 

(ii)    More than 12 months after the date when the Optionee ceases to be an Employee by reason of
permanent and total disability (as defined in Section 22(e)(3) of the Code); or 
 (iii)    More
than three months after the date when the Optionee has been on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 

SECTION 7.    RIGHT OF REPURCHASE. 

(a)    Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection
(b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of
Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be
exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or
(ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised. 

(b)    Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in
accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In addition, if (i) the Company is subject to a Change in Control before the Optionee’s Service terminates and (ii) the Optionee is subject to an
Involuntary Termination within 12 months following such Change in Control, the Right of Repurchase shall lapse with respect to fifty percent (50%) of then Restricted Shares. 

(c)    Escrow. Upon issuance, any certificate(s) for Restricted Shares shall be deposited in escrow with the
Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary
cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the 












 
Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon
exercise of the Right of Repurchase or the Right of First Refusal or (ii) if held in escrow, released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once
every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the
Optionee’s Service or (ii) the lapse of the Right of First Refusal. 
 (d)    Exercise of Repurchase
Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the
Restricted Shares pursuant to Section 14(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection
(a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. If the Restricted Shares
being repurchased are represented by certificate(s), any such certificate(s) shall be delivered to the Company. If the Restricted Shares being repurchased are not represented by certificate, the repurchase shall be effected by an appropriate book
entry on the stock ledger for the Shares. 
 (e)    Termination of Rights as Stockholder. If the Right of
Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any
rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not any certificate(s) for such
Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted. 

(f)    Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a
sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents)
that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities
or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price
payable for the Restricted Shares shall remain the same. In the event of any transaction described in Section 9(b) of the Plan or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor. 












 (g)    Transfer of Restricted Shares. The Optionee shall not
transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the
Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees
in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee. 

(h)    Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of
Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall be entitled to and assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8.    RIGHT OF FIRST REFUSAL. 

(a)    Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a
third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired
under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

(b)    Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the
date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions no less
favorable to the Optionee than those described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which
the Optionee is bound. Any proposed transfer on terms and conditions less favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and
shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days
after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the 












 
Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of
transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice. 

(c)    Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a
sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents)
that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or
distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8. 

(d)    Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the
event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures
prescribed by Subsections (a) and (b) above. 
 (e)    Permitted Transfers. This Section 8 shall not
apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust or other entity established by the Optionee solely for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the
Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the
Optionee. 
 (f)    Termination of Rights as Stockholder. If the Company makes available, at the time and place
and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights
as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not any
certificate(s) therefor have been delivered as required by this Agreement. 
 (g)    Assignment of Right of First
Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the
Company’s rights and obligations under this Section 8. 












 SECTION 9.    LEGALITY OF INITIAL
ISSUANCE. 
 No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

 (a)    It and the Optionee have taken any actions required to register the Shares under the Securities
Act or to perfect an exemption from the registration requirements thereof; 
 (b)    Any applicable
listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and 

(c)    Any other applicable provision of federal, State or foreign law has been satisfied. 

SECTION 10.    NO REGISTRATION RIGHTS. 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 

SECTION 11.    RESTRICTIONS ON TRANSFER OF SHARES. 

(a)    General Restrictions. Unless the Stock is readily tradeable on an established securities market, the transfer
of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company
and (ii) payment of a transfer fee not to exceed $5,000. 
 (b)    Securities Law Restrictions. Regardless
of whether the offer and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose
restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be
required to refuse) to transfer Shares acquired hereunder (or Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance
with the Securities Act or other relevant securities or other laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration. 

(c)    Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for 












 
the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written
consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as
may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on
(i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and
Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public
offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding
securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or
into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set
forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act. 

(d)    Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon
exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(e)    Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under
the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being
acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, including (if applicable because the Company is
relying on Regulation S under the Securities Act) that as of the date of exercise the Optionee is (i) not a U.S. Person; (ii) not acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii) is not
exercising the option in the United States. 
 (f)    Legends. Any certificates (or electronic equivalent)
evidencing Shares purchased under this Agreement shall bear the following legend: 
 “THE SHARES REPRESENTED HEREBY (AND ANY INTEREST
THEREIN) MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ACQUIRED. SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN
RIGHTS OF FIRST REFUSAL UPON AN 












 
ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN SUCH
STOCK OPTION AGREEMENT. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH STOCK OPTION AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

Any certificates (or electronic equivalent) evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend
(and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 
 “THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR
DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION
OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR
DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” 

(g)    Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 

(h)    Administration. Any determination by the Company and its counsel in connection with any of the matters set
forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION
12.    DRAG ALONG RIGHT. 
 (a)    Required
Actions. If the Requisite Parties approve a Sale of the Company, then Optionee hereby agrees with respect to all Shares which the Optionee own(s) or over which the Optionee otherwise exercises voting or dispositive authority: 

(i)    if such Sale of the Company requires stockholder approval under the Certificate, the Bylaws of the
Company or any law, rule or regulation 












 
applicable to the Company, to vote (in person, by proxy or by action by written consent, as applicable) such Shares in favor of such Sale of the Company (it being understood that, within five
(5) days after the delivery of a proxy or consent solicitation statement (or similar document requesting the consent or approval of stockholders) in respect of any Sale of the Company, the Stockholder shall duly execute and deliver a proxy or
consent, as the case may be, in favor of such Sale of the Company); 
 (ii)    if such transaction is a
Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by the Optionee as is being sold by the Selling Holders to the person to whom the Selling Holders propose to sell their Shares; 

(iii)    to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law
at any time with respect to such Sale of the Company; 
 (iv)    if the consideration for such Shares
pursuant to the Sale of the Company includes any securities, accept in lieu thereof an amount of cash equal to the fair value (as determined in good faith by the Company) of such securities to the extent reasonably necessary (as determined in good
faith by the Company) to comply with applicable federal and state securities laws; 
 (v)    if the
Selling Holders appoint a stockholder representative (the “Stockholder Representative”) for matters affecting the stockholders of the Company under the applicable definitive transaction agreements, to consent to (i) the
appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro
rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with
such Sale of the Company and its related service as the representative of the Stockholders; 
 (vi)    to
agree to make representations and warranties and to agree to indemnity and other liability obligations in connection with the Sale of the Company on terms and conditions that, taken as a whole, are no less favorable to Optionee than to other holders
of Common Stock of the Company; and 
 (vii)    to execute and deliver all related documentation and take
such other action in support of the Sale of the Company, as reasonably requested by the Company, including a written consent, release and/or joinder, and to not take any action inconsistent with the Sale of the Company. 












 (b)    Exceptions. Notwithstanding the foregoing, an Optionee
will not be required to comply with Subsection (a) above in connection with any Sale of the Company unless (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of
such class or series as is received by other holders in respect of their shares of such same class or series of stock and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by
other holders in respect of their shares of Common Stock, subject, in each case, to any “rollover” or similar arrangements provided in the definitive documents relating to such Sale of the Company. If the consideration to be paid in
exchange for the Shares pursuant to such Sale of the Company includes any securities and due receipt thereof by the Optionee would require under applicable law (x) the registration or qualification of such securities or of any person as a
broker or dealer or agent with respect to such securities; or (y) the provision to any Optionee of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited
investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount
in cash equal to the fair value (as determined in good faith by the Company’s Board of Directors or the Requisite Parties, as applicable) of the securities which such Optionee would otherwise receive as of the date of the issuance of such
securities in exchange for the Shares. 
 SECTION 13.    ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 9(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 9(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or
substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 9(b) of the Plan. 

SECTION 14.    MISCELLANEOUS PROVISIONS. 

(a)    Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as
a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and
5. 
 (b)    No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right
to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

(c)    Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed
effective upon (i) personal delivery, (ii) deposit with the United 












 
States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or (iv) deposit with
any internationally recognized express mail courier service, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the
Company in accordance with this Subsection (c). In addition, to the extent required or permitted pursuant to rules established by the Company from time to time, notices may be delivered electronically. 

(d)    Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee); provided, however, that a modification that is otherwise favorable to the Optionee (for
example, providing the Optionee with additional time to exercise this option after termination of employment or providing for additional forms of payment) but causes this option to lose its tax-favored status
(for example, as an ISO) shall not require the consent of the Optionee. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time. 
 (e)    Entire Agreement. The
Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or
written and whether express or implied) that relate to the subject matter hereof. 
 (f)    Choice of Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(g)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (h)    Binding Effect
on Transferees, Heirs, Successors and Assigns. This Agreement shall be binding upon Optionee’s permitted transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall agree on a
form prescribed by the Company to be bound by the terms and conditions of this Agreement, including the restrictions on transfer in Section 11 and the drag along right in Section 12. The Company shall not record any transfer of Shares on
its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection (h). 












 SECTION 15.    ACKNOWLEDGEMENTS OF THE
OPTIONEE. 
 In addition to the other terms, conditions and restrictions imposed on this option and the Shares issuable
under this option pursuant to this Agreement and the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of Repurchase), 8 (Right of First Refusal), 9 (Legality of Initial Issuance), 11 (Restrictions on Transfer of Shares,
including without limitation the Market Stand-Off) and 12 (Drag Along Right), as well as the following provisions: 

(a)    Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan
or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from
this option or the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market
Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The
Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the
event that the Internal Revenue Service asserts that the valuation was too low. In addition, if this option is designated as an ISO, the Optionee acknowledges that there is no guarantee that the option in fact qualifies for incentive stock option
treatment or that it will continue to qualify for incentive stock option treatment at the time of exercise. In this regard, the Optionee acknowledges that the Company may take actions that will cause the option to cease to be eligible for incentive
stock option treatment and that such actions do not require the Optionee’s consent. 
 (b)    Electronic
Delivery of Documents. The Optionee acknowledges and agrees that the Company may, in its sole discretion, deliver all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to
its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission) by email or other means of electronic transmission (including by posting them on a website maintained by the Company or
a third party under contract with the Company). The Optionee acknowledges that he or she may incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the internet and printing fees, and
that an interruption of internet access may interfere with his or her ability to access the documents. 
 (c)    No
Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of
whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this
option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of
the Company. 












 (d)    Waiver of Statutory Information Rights. The Optionee
acknowledges and agrees that, upon exercise of this option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she shall waive, and shall be deemed to
have waived, any rights the Optionee would otherwise have under Section 220 of the Delaware General Corporation Law (or under similar rights pursuant to any other applicable law) to inspect for any purpose and to make copies and extracts from
the Company’s stock ledger, a list of its stockholders and its other books and records or the books and records of any subsidiary of the Company (the “Inspection Rights”). The Optionee acknowledges and understands that, but for
the waiver made herein, the Optionee would be entitled, upon compliance with the procedures set forth in Section 220 of the Delaware General Corporation Law, to Inspection Rights pursuant thereto, and further acknowledges and agrees that the
waiver set forth herein is a knowing and voluntary waiver of such rights, that the Optionee has received sufficient consideration for such waiver and that the Company would not be willing to provide the benefits to the Optionee hereunder without the
benefit of such waiver from the Optionee. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have pursuant to any written agreement with the Company. 

(e)     Plan Discretionary. The Optionee understands and acknowledges that (i) the Plan is entirely discretionary,
(ii) the Company and the Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual or other right to receive additional
grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares
offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company. 

(f)    Termination of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon
termination of his or her Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement. 

(g)    Extraordinary Compensation. The value of this option shall be an extraordinary item of compensation outside
the scope of the Optionee’s employment contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 

(h)    Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to
disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the
Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan. 












 (i)    Personal Data Authorization. The Optionee consents to the
collection, use and transfer of personal data as described in this Subsection (i). The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold certain personal information
regarding the Optionee for the purpose of managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any
Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The Optionee further
understands and acknowledges that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan and that the
Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and acknowledges that the recipients of Data may be
located in the United States or elsewhere. The Optionee authorizes such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s participation in the Plan,
including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the
Optionee’s behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection (i) by contacting the Company in writing. 

SECTION 16.    DEFINITIONS. 

(a)    “Agreement” shall mean this Stock Option Agreement. 

(b)    “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to
time or, if a Committee has been appointed, such Committee. 
 (c)     “Cause” shall mean: 

(i)    An unauthorized use or disclosure by the Optionee of the Company’s confidential information or
trade secrets, which use or disclosure causes material harm to the Company; 
 (ii)    A material breach
by the Optionee of any agreement between the Optionee and the Company; 
 (iii)    A material failure by
the Optionee to comply with the Company’s written policies or rules; 
 (iv)    The Optionee’s
indictment of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; 

(v)    The Optionee’s gross negligence or willful misconduct; 












 (vi)    A continuing failure by the Optionee to perform
assigned duties after receiving written notification of such failure from the Board of Directors; or 

(vii)    A failure by the Optionee to cooperate in good faith with a governmental or internal investigation
of the Company or its directors, officers or employees, if the Company has requested the Optionee’s cooperation. 

(d)    “Certificate” shall mean the Company’s amended and restated certificate of incorporation as
in effect from time to time. 
 (e)    “Change in Control” shall mean (i) the consummation of a
merger or consolidation of the Company with or into another entity or (ii) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change
in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity,
will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately
prior to such merger or consolidation. 
 (f)     “Company” shall mean UiPath, Inc., a Delaware
corporation. 
 (g)    Good Reason” shall mean that the Optionee resigns within 12 months after one of the
following conditions has come into existence without his or her consent: 
 (i)     A reduction in the
Optionee’s base salary by more than 10%; 
 (ii)     A material diminution of the Optionee’s
authority, duties or responsibilities; or 
 (iii)     A relocation of the Optionee’s principal
workplace by more than 30 miles. 
 (iv)     A condition shall not be considered “Good Reason”
unless the Optionee gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving the Optionee’s written notice. 

(h)    “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 












 (i)    “Involuntary Termination” shall mean the
termination of the Optionee’s Service by reason of: 
 (i)    The involuntary discharge of the
Optionee by the Company (or the Parent or Subsidiary employing him or her) for reasons other than Cause; or 
 (ii) The
voluntary resignation of the Optionee for Good Reason. 
 (j)     “Optionee” shall mean the person named
in the Notice of Stock Option Grant. 
 (k)     “Plan” shall mean the UiPath, Inc. 2018 Stock Plan, as
in effect on the Date of Grant. 
 (l)     “Purchase Price” shall mean the Exercise Price multiplied by
the number of Shares with respect to which this option is being exercised. 
 (m)    “Repurchase
Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability. 

(n)    “Requisite Parties” shall mean both the Board of Directors and the Selling Holders. 

(o)     “Restricted Share” shall mean a Share that is subject to the Right of Repurchase. 

(p)     “Right of First Refusal” shall mean the Company’s right of first refusal described in
Section 8. 
 (q)    “Right of Repurchase” shall mean the Company’s right of repurchase
described in Section 7. 
 (r)    “Sale of the Company” shall mean: (i) a transaction or
series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock
Sale”), (ii) a sale of all or substantially all of the assets of the Company or (iii) any other transaction that qualifies as a “Liquidation Event” as defined in the Certificate. 

(s)    “Selling Holders” shall mean the holders of a majority of the then-outstanding shares of Common
Stock (voting together as a single class and on an as-converted basis). 
 (t)
    “Service” shall mean service as an Employee, Outside Director or Consultant. 












 (u)    “Transferee” shall mean any person to whom the
Optionee has directly or indirectly transferred any Share acquired under this Agreement. 
 (v)    “Transfer
Notice” shall mean the notice of a proposed transfer of Shares described in Section 8. 

(w)    “U.S. Person” shall mean a person described in Rule 902(k) of Regulation S of the Securities Act
(or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person, or any trust of which of any trustee is a U.S.
Person. 












 UIPATH, INC. 2018 STOCK
PLAN 
 NOTICE OF STOCK OPTION EXERCISE
(EARLY EXERCISE) 
 You must sign this Notice on Page 4 before submitting it to the Company.

  

							
	OPTIONEE INFORMATION:
				
	Name:	 	
                          
                                         
               
	 	    	  	Social Security Number:                                
                                         
              
				
	Address:	 	                                      
                                         
   	 		  	Employee Number:
                                         
                                         
            
				
		 		 		  	Email
Address:                                       
                                         
                      

 OPTION INFORMATION: 

 

			
	Date of Grant:             , 20    	  	Type of Stock Option
		
	Exercise Price per Share: $        	  	☐   Nonstatutory (NSO)
		
	Total number of shares of Common Stock of UiPath, Inc. (the “Company”) covered by the
option:                    	  	☐   Incentive (ISO)

 EXERCISE INFORMATION: 

Number of shares of Common Stock of the Company for which the option is being exercised now: 

                    . (These shares are referred to
below as the “Purchased Shares.”) 
 Total Exercise Price for the Purchased Shares: $          

Form of payment enclosed [check all that apply]: 
  

	☐	 Check for $         , payable to “UiPath, Inc.”



  

	☐	 Certificate(s)
for                 shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company
consent.] 


  

	☐	 Attestation Form
covering                 shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires
Company consent.] 


 Name(s) in which the Purchased Shares should be registered [please review the attached explanation of the
available forms of ownership, and then check one box]*: 
  

			
	 ☐   In my name only
	  	
		
	 ☐   In the names of my spouse and myself as community property
	  	My spouse’s name (if applicable):
		
	 ☐   In the names of my spouse and myself as community property with the
right of survivorship
	  	  















			
	 ☐   In the names of my spouse and myself as joint tenants
with the right of survivorship

		
	 ☐   In the name of an eligible revocable trust
	 	Full legal name of revocable trust:
	 [requires Stock Transfer Agreement]
	 	  

		 	  

		 	  


  

	*	 While the Company will register the Purchased Shares in accordance with your instruction, this document does
not control or change the nature of the Purchased Shares as community property or separate property. You are advised to consult your own advisor to determine if additional steps or documentation are required in this regard. 



REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE: 

 

	1.	 I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment
for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 



 

	2.	 I understand that my purchase of the Purchased Shares has not been registered under the Securities Act by
reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company
and its counsel) that registration is not required. 


  

	3.	 I acknowledge that the Company is under no obligation to register the Purchased Shares or any sale or transfer
thereof. 


  

	4.	 I am aware of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in
a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the
resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed
specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied as of the date set forth below and that the Company is not required to take action to satisfy any conditions applicable to it.



  

	5.	 I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. 


  

	6.	 I acknowledge that I have received and had access to such information as I consider necessary or appropriate
for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. 



 

	7.	 I am aware that my investment in the Company is a speculative investment that has limited liquidity and is
subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares. 



  
 2 














	8.	 I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal, the
drag-along right and the market stand-off (sometimes referred to as the “lock-up”) and may remain subject to the Company’s right of repurchase, all in
accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. I acknowledge that any transfer of the Purchased Shares may be subject to a transfer fee and must be effected on the Company’s form of stock transfer
agreement, as further described in the Stock Option Agreement. 


  

	9.	 I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option
Grant and Stock Option Agreement. 


  

	10.	 I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available
for my Purchased Shares. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign
a Stock Transfer Agreement on a form prescribed by the Company. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible
revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.



  

	11.	 I acknowledge that I have received a copy of the Company’s explanation of the federal income tax
consequences of an option exercise and the tax election under section 83(b) of the Internal Revenue Code. In the event that I choose to make a section 83(b) election, I acknowledge that it is my responsibility—and not the Company’s
responsibility—to file the election in a timely manner, even if I ask the Company or its agents to make the filing on my behalf. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of
acquiring the Purchased Shares at this time. 


  

	12.	 I agree that the Company does not have a duty to design or administer the 2018 Stock Plan or its other
compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In
particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option
was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors
or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of
Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low. 


  

	13.	 I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.



  

	14.	 I consent, with respect to all shares of capital stock of the Company held by me, to receive any notice given
by the Company under its certificate of incorporation or bylaws, as the same may be amended and/or restated from time to time, the General Corporation Law of the State of Delaware (the “General Corporation Law”) or otherwise, by electronic
transmission pursuant to Section 232 of the General Corporation Law at the email address set forth above. I further acknowledge and agree that the Company may rely upon any expressions of my consent to proposed corporate actions received from
the email address provided above. I hereby agree to notify the Company of any change to my email address set forth above, and further agree that the provision of such notice shall constitute my 



  
 3 














	 	
consent to receive notice and to provide my expression of consent as provided herein at such address. In the event that the Company is unable to deliver notice to me at the e-mail address set forth above, I shall, within five (5) days after a request by the Company, provide the Company with a valid e-mail address to which I consent to
receive notice and to provide expressions of consent as provided herein. 

  

			
	SIGNATURE:	  	DATE:
		
	                                      
                      	  	                                    
                            


  
 4