EX-4.3





 Exhibit 4.3 

BIGCOMMERCE HOLDINGS, INC. 

AMENDED AND RESTATED 2013 STOCK PLAN 

ADOPTED BY THE BOARD ON DECEMBER 19, 2019 












 TABLE OF CONTENTS 

 

									
	 	  	 	  	 	  	Page	 
			
	1.	  	Establishment, Purpose and Term of Plan	  	 	1	 
				
		  	1.1	  	Establishment	  	 	1	 
				
		  	1.2	  	Purpose	  	 	1	 
				
		  	1.3	  	Term of Plan	  	 	1	 
			
	2.	  	Definitions and Construction	  	 	1	 
				
		  	2.1	  	Definitions	  	 	1	 
				
		  	2.2	  	Construction	  	 	6	 
			
	3.	  	Administration	  	 	6	 
				
		  	3.1	  	Administration by the Board	  	 	6	 
				
		  	3.2	  	Authority of Officers	  	 	7	 
				
		  	3.3	  	Powers of the Board	  	 	7	 
				
		  	3.4	  	Administration with Respect to Residents of Australia	  	 	8	 
				
		  	3.5	  	Administration with Respect to Insiders	  	 	8	 
				
		  	3.6	  	Indemnification	  	 	8	 
			
	4.	  	Shares Subject to Plan	  	 	8	 
				
		  	4.1	  	Maximum Number of Shares Issuable	  	 	8	 
				
		  	4.2	  	Share Counting	  	 	8	 
				
		  	4.3	  	Adjustments for Changes in Capital Structure	  	 	9	 
				
		  	4.4	  	Assumption or Substitution of Awards	  	 	9	 
			
	5.	  	Eligibility, Participation and Option Limitations	  	 	9	 
				
		  	5.1	  	Persons Eligible for Awards	  	 	9	 
				
		  	5.2	  	Participation in the Plan	  	 	9	 
				
		  	5.3	  	Incentive Stock Option Limitations	  	 	10	 
			
	6.	  	Stock Options	  	 	10	 
				
		  	6.1	  	Exercise Price	  	 	10	 
				
		  	6.2	  	Exercisability and Term of Options	  	 	11	 
				
		  	6.3	  	Payment of Exercise Price	  	 	11	 
				
		  	6.4	  	Effect of Termination of Service	  	 	12	 
				
		  	6.5	  	Transferability of Options	  	 	13	 
			
	7.	  	Restricted Stock Awards	  	 	13	 


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	  	 	  	 	  	Page	 
				
		  	7.1	  	Types of Restricted Stock Awards Authorized	  	 	13	 
				
		  	7.2	  	Purchase Price	  	 	14	 
				
		  	7.3	  	Purchase Period	  	 	14	 
				
		  	7.4	  	Payment of Purchase Price	  	 	14	 
				
		  	7.5	  	Vesting and Restrictions on Transfer	  	 	14	 
				
		  	7.6	  	Voting Rights; Dividends and Distributions	  	 	14	 
				
		  	7.7	  	Effect of Termination of Service	  	 	15	 
				
		  	7.8	  	Nontransferability of Restricted Stock Award Rights	  	 	15	 
			
	8.	  	Restricted Stock Units	  	 	15	 
				
		  	8.1	  	Grant of Restricted Stock Unit Awards	  	 	15	 
				
		  	8.2	  	Purchase Price	  	 	16	 
				
		  	8.3	  	Vesting	  	 	16	 
				
		  	8.4	  	Voting Rights, Dividend Equivalent Rights and Distributions	  	 	16	 
				
		  	8.5	  	Effect of Termination of Service	  	 	17	 
				
		  	8.6	  	Settlement of Restricted Stock Unit Awards	  	 	17	 
				
		  	8.7	  	Nontransferability of Restricted Stock Unit Awards	  	 	17	 
			
	9.	  	Standard Forms of Award Agreements	  	 	17	 
				
		  	9.1	  	Award Agreements	  	 	17	 
				
		  	9.2	  	Authority to Vary Terms	  	 	18	 
			
	10.	  	Change in Control	  	 	18	 
				
		  	10.1	  	Effect of Change in Control on Awards	  	 	18	 
				
		  	10.2	  	Federal Excise Tax Under Section 4999 of the Code	  	 	19	 
			
	11.	  	Tax Withholding	  	 	20	 
				
		  	11.1	  	Tax Withholding in General	  	 	20	 
				
		  	11.2	  	Withholding in or Directed Sale of Shares	  	 	20	 
			
	12.	  	Compliance with Section 409A	  	 	20	 
				
		  	12.1	  	In General	  	 	20	 
				
		  	12.2	  	Certain Limitations	  	 	21	 
			
	13.	  	Compliance with Securities Law	  	 	21	 
			
	14.	  	Amendment or Termination of Plan	  	 	22	 


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	  	 	  	 	  	Page	 
			
	15.	  	Miscellaneous Provisions	  	 	22	 
				
		  	15.1	  	Restrictions on Transfer of Shares	  	 	22	 
				
		  	15.2	  	Forfeiture Events	  	 	23	 
				
		  	15.3	  	Provision of Information	  	 	23	 
				
		  	15.4	  	Rights as Employee, Consultant or Director	  	 	23	 
				
		  	15.5	  	Rights as a Stockholder	  	 	24	 
				
		  	15.6	  	Delivery of Title to Shares	  	 	24	 
				
		  	15.7	  	Fractional Shares	  	 	24	 
				
		  	15.8	  	Retirement and Welfare Plans	  	 	24	 
				
		  	15.9	  	Severability	  	 	24	 
				
		  	15.10	  	No Constraint on Corporate Action	  	 	24	 
				
		  	15.11	  	Unfunded Obligation	  	 	24	 
				
		  	15.12	  	Choice of Law	  	 	25	 
				
		  	15.13	  	Stockholder Approval	  	 	25	 


  
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 BIGCOMMERCE HOLDINGS, INC. 

AMENDED AND RESTATED 2013 STOCK PLAN 
  

	 	1.	 ESTABLISHMENT, PURPOSE AND TERM
OF PLAN. 


 1.1 Establishment. The BigCommerce Holdings, Inc. Amended and
Restated 2013 Stock Plan (the “Plan”) is hereby established effective as of February 28, 2013 (the “Effective Date”) and amended and restated as of December 19,
2019. 
 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its
stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The
Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards and Restricted Stock Unit Awards. 

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be
granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. 

 

	 	2.	 DEFINITIONS AND CONSTRUCTION. 



2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 

(a) “Award” means an Option, Restricted Stock Purchase Right, Restricted Stock Bonus or Restricted Stock Unit
Award granted under the Plan. 
 (b) “Award Agreement” means a written or electronic agreement
between the Company and a Participant setting forth the terms, conditions and restrictions applicable to an Award. 
 (c)
“Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s).

 (d) “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable
Award Agreement or other written agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal
profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies
relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company
(including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential 












 
or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the
Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the
Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty
or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company. 

(e) “Change in Control” means, unless such term or an equivalent term is otherwise defined by the
applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination of the following: 

(i) an Ownership Change Event or a series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(v)(iii), the entity to which the assets of
the Company were transferred (the “Transferee”), as the case may be; or 
 (ii) a date specified by
the Board following approval by the stockholders of a plan of complete liquidation or dissolution of the Company; 
 provided, however, that a Change in
Control shall be deemed not to include a transaction described in subsection (i) of this Section 2.1(e) in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof,
immediately after such transaction is comprised of Incumbent Directors. 
 For purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more
subsidiary corporations or other business entities. The Board shall determine whether multiple events described in subsections (i) and (ii) of this Section 2.1(e) are related and to be treated in the aggregate as a single Change in
Control, and its determination shall be final, binding and conclusive. 
 (f) “Code” means the United
States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder. 

(g) “Committee” means the compensation committee or other committee or subcommittee of the Board duly
appointed to administer the Plan and having such powers as specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without
limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 

  
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 (h) “Company” means BigCommerce Holdings, Inc., a
Delaware corporation, and any successor thereto. 
 (i) “Consultant” means a person engaged to
provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude
the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act. 
 (j)
“Director” means a member of the Board. 
 (k) “Disability”
means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the
Participant. 
 (l) “Dividend Equivalent Right” means the right of a Participant, granted at the
discretion of the Board or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such
Participant. 
 (m) “Employee” means any person treated as an employee
(including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the
Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of
the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or
any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. 

(n) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  
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 (o) “Fair Market Value” means, as of any date, the
value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

(i) If, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value
of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal or such
other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day
on which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion. 

(ii) If, on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market
Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A. 

(p) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and
which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 
 (q) “Incumbent
Director” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company). 

(r) “Insider” means an Officer, a Director or other person whose transactions in Stock are subject to
Section 16 of the Exchange Act. 
 (s) “Nonstatutory Stock Option” means an Option not intended
to be (as set forth in the Award Agreement) or which does not qualify as an incentive stock option within the meaning of Section 422(b) of the Code. 

(t) “Officer” means any person designated by the Board as an officer of the Company. 

(u) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the
Plan. 
 (v) “Ownership Change Event” means the occurrence of any of the following with respect to
the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting
power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or
substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). 

  
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 (w) “Parent Corporation” means any present or future
“parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 (x) “Participant”
means any eligible person who has been granted one or more Awards. 
 (y) “Participating Company”
means the Company or any Parent Corporation or Subsidiary Corporation. 
 (z) “Participating Company
Group” means, at any point in time, all entities collectively which are then Participating Companies. 
 (aa)
“Restricted Stock Award” means an Award in the form of a Restricted Stock Bonus or a Restricted Stock Purchase Right. 

(bb) “Restricted Stock Bonus” means Stock granted to a Participant pursuant to Section 7. 

(cc) “Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant
pursuant to Section 7. 
 (dd) “Restricted Stock Unit” means a right granted to a Participant pursuant
to Section 8 to receive on a future date or event a share of Stock or cash in lieu thereof, as determined by the Board. 
 (ee)
“Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation. 

(ff) “Section 409A” means Section 409A of the Code. 

(gg) “Securities Act” means the United States Securities Act of 1933, as amended. 

(hh) “Service” means a Participant’s employment or service with the Participating Company Group,
whether as an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service or a
change in the Participating Company for which the Participant renders Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have been
interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety
(90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or
contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A
Participant’s Service shall be deemed to have terminated either upon an actual termination of 

  
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Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine
whether the Participant’s Service has terminated and the effective date of and reason for such termination. 
 (ii)
“Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3. 

(jj) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code. 
 (kk) “Ten Percent Stockholder” means a
person who, at the time an Award is granted to such person, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of
the Code. 
 (ll) “Trading Compliance Policy” means the written policy of the Company pertaining to
the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities. 

(mm) “Vesting Conditions” mean those conditions established in accordance with the Plan prior to the
satisfaction of which an Award or shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such shares upon the
Participant’s termination of Service or failure of a performance condition to be satisfied. 
 2.2 Construction. Captions and
titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
  

	 	3.	 ADMINISTRATION. 



3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award
Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons
having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other
agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. All expenses incurred in connection with the
administration of the Plan shall be paid by the Company. 

  
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 3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the Officer has apparent authority with respect to such matter, right,
obligation, determination or election. 
 3.3 Powers of the Board. In addition to any other powers set forth in the
Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion: 
 (a) to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award; 

(b) to determine the type of Award granted; 

(c) to determine the Fair Market Value of shares of Stock or other property; 

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax
withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant
thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to any Award or shares
acquired pursuant thereto not inconsistent with the terms of the Plan; 
 (e) to determine whether an Award will be settled in share of
Stock, cash, other property or in any combination thereof; 
 (f) to approve one or more forms of Award Agreement; 

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto; 
 (h) to reprice or otherwise adjust the exercise price of any Option, or to grant in substitution for any
Option a new Award covering the same or different number of shares of Stock; 
 (i) to accelerate, continue, extend or defer the
exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service; 

(j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or
alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents may
be granted Awards; and 

  
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 (k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan
or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 

3.4 Administration with Respect to Residents of Australia. With respect to participation in the Plan by persons who are located in
Australia at the time of the offer of the Award, the Plan shall be administered in compliance with Appendix A to the Plan notwithstanding any other provision of the Plan to the contrary. To the extent of any inconsistency between the terms of
Appendix A and the other provisions of the Plan, the terms of Appendix A shall prevail. 
 3.5 Administration with Respect
to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the
requirements, if any, of Rule 16b-3. 
 3.6 Indemnification. In addition to such other rights of indemnification as they may have as
members of the Board or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the
Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such
person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	 	4.	 SHARES SUBJECT TO PLAN.



 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.3 and 4.4, the maximum
aggregate number of shares of Stock that may be issued under the Plan shall be 55,919,269 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. 

4.2 [INTENTIONALLY OMITTED] 

  
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 4.3 Adjustments for Changes in Capital Structure. Subject to any
required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital
structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of
shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase
price per share under any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not
pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the
number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment
pursuant to this Section shall be rounded down to the nearest whole number, and the exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be
decreased to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive. 

4.4 Assumption or Substitution of Awards. The Board may, without affecting the number of shares of Stock available pursuant to
Section 4.1, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject
to compliance with Section 409A and any other applicable provisions of the Code. 
  

	 	5.	 ELIGIBILITY, PARTICIPATION AND OPTION
LIMITATIONS. 


 5.1 Persons Eligible for Awards. Awards may be granted only to
Employees, Consultants and Directors. 
 5.2 Participation in the Plan. Awards are granted solely at the discretion of the Board.
Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 

  
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 5.3 Incentive Stock Option Limitations. 

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and
adjustment as provided in Sections 4.3 and 4.4, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed 55,919,269 shares (the “ISO
Share Limit”). The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with
Section 4.1, subject to adjustment as provided in Sections 4.3 and 4.4. 
 (b) Persons Eligible. An Incentive Stock
Option may be granted only to a person who, on the effective date of grant, is an Employee. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. 

(c) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock
plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of
such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair
Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed
incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason
of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option
portion of the Option first. Upon exercise of the Option, shares issued pursuant to each such portion shall be separately identified. 
  

	 	6.	 STOCK OPTIONS. 



Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall
establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided,
however, that (a) the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent
Stockholder shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an
Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner
that would qualify under the provisions of Section 409A or Section 424(a) of the Code, as applicable. 

  
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 6.2 Exercisability and Term of Options. Options shall be exercisable
at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option; provided, however,
that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the
expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to an Employee who is a non-exempt employee for purposes of the United States Fair Labor Standards Act of 1938, as amended, shall be
first exercisable until at least six (6) months following the date of grant of such Option (except in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic
Opportunity Act). Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance
with its provisions. 
 6.3 Payment of Exercise Price. 

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) if permitted by the Company and subject to the limitations contained in Section 6.3(b), by means of (1) a
Stock Tender Exercise, (2) a Cashless Exercise or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (iv) by any combination
thereof. The Board may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 

(b) Limitations on Forms of Consideration. 

(i) Stock Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed
exercise notice accompanied by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock having a Fair Market Value that does not exceed the aggregate exercise price for
the shares with respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.
If required by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and
not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

(ii) Cashless Exercise. A Cashless Exercise shall be permitted only upon the class of shares subject to the Option becoming publicly
traded in an established securities market. A “Cashless Exercise” means the delivery of a properly executed exercise 

  
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notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired
upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the United States Federal Reserve System). The Company
reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with
respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants. 

(iii) Net Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice
followed by a procedure pursuant to which (1) the Company will reduce the number of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of shares having a Fair Market Value that does not exceed
the aggregate exercise price for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by such reduction in the
number of whole shares to be issued. 
 6.4 Effect of Termination of Service. 

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a
longer exercise period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of
Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate: 

(i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of
twelve (12) months (or such longer or shorter period provided by the Award Agreement) after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set
forth in the Award Agreement evidencing such Option (the “Option Expiration Date”). 
 (ii)
Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be
exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months (or such longer or
shorter period provided by the Award Agreement) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on
account of death if the Participant dies within thirty (30) days (or such longer period provided by the Board) after the Participant’s termination of Service. 

  
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 (iii) Termination for Cause. Notwithstanding any other provision of the Plan to the
contrary, if the Participant’s Service is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service. 

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months (or such longer or
shorter period provided by the Award Agreement) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause,
if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 12 below, the Option shall remain exercisable until the later of (i) thirty (30) days after the
date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration Date. 

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the
Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution; provided, however, that to the extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, an
Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under the Securities Act and the General Instructions to Form S-8 Registration Statement under the Securities Act or, in the case of an
Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify such Option as an Incentive Stock Option. Notwithstanding the foregoing, for so long as the Company is
relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, no Option or, prior to its exercise, the shares to be issued upon the exercise of the Option, shall be transferred except in compliance with the restrictions on transfer
under Rule 12h-1(f) (including the requirement under such rule that any permitted transferee may not further transfer the Option) or be made subject to any short position, “put equivalent position” or “call equivalent position”
by the Participant, as such terms are defined in Rule 16a-1 of the Exchange Act. 
  

	 	7.	 RESTRICTED STOCK AWARDS. 



Restricted Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock
Purchase Right and the number of shares of Stock subject to the Award, in such form as the Board shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the
following terms and conditions: 
 7.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the
form of either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including, without limitation, upon the attainment of one or more performance
goals. 

  
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 7.2 Purchase Price. The purchase price for shares of Stock issuable under each
Restricted Stock Purchase Right shall be established by the Board in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Bonus, the
consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash
or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award. 

7.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Board, which shall in
no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right. 
 7.4 Payment of
Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent,
(b) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (c) by any combination thereof. 

7.5 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to
Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in
which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as
provided in Section 7.8. The Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award
would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of
such shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present
to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

7.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.5 and any Award Agreement, during
any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the


  
 14 













 
right to vote such shares and to receive all dividends and other distributions paid with respect to such shares; provided, however, that if so determined by the Board and provided by the Award
Agreement, such dividends and distributions shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid, and otherwise shall be paid no later
than the end of the calendar year in which such dividends or distributions are paid to stockholders (or, if later, the 15th day of the third month following the date such dividends or distributions are paid to stockholders). In the event of a
dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, any and all new, substituted or additional securities or other
property (other than regular, periodic cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the
Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made. 
 7.7 Effect of
Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the
Participant’s death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain
subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject
to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as
may be selected by the Company. 
 7.8 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock
pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the
Participant’s guardian or legal representative. 
  

	 	8.	 RESTRICTED STOCK UNITS. 



Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in
such form as the Board shall establish. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

8.1 Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Board shall
determine, including, without limitation, upon the attainment of one or more performance goals established by the Board. 

  
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 8.2 Purchase Price. No monetary payment (other than applicable tax withholding, if
any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable
state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of
the Restricted Stock Unit Award. 
 8.3 Vesting. Restricted Stock Unit Awards may (but need not) be made subject to Vesting
Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria as shall be established by the Board and set forth in the Award Agreement evidencing such Award. The Board, in its discretion, may
provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to the Award would otherwise occur on a day on which the sale of such shares would violate the
provisions of the Trading Compliance Policy, then the satisfaction of the Vesting Conditions automatically shall be determined on the first to occur of (a) the next trading day on which the sale of such shares would not violate the Trading
Compliance Policy or (b) the last day of the calendar year in which the original vesting date occurred. 
 8.4 Voting Rights,
Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). However, the Board, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend
Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or
the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock, as
determined by the Board. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with
respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such cash amount or additional Restricted Stock Units shall
be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares
of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it
represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock
issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award. 

  
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 8.5 Effect of Termination of Service. Unless otherwise provided by the Board and set
forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall
forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 

8.6 Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units
subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Board in compliance with Section 409A, if applicable, and set forth in the Award Agreement one (1) share of Stock (and/or any other
new, substituted or additional securities or other property pursuant to an adjustment described in Section 8.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of
applicable taxes, if any. If permitted by the Board, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the
Participant pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in the Award Agreement. Notwithstanding the foregoing, the Board, in its discretion, may provide for settlement of
any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section. 

8.7 Nontransferability of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. For so long as the Company is relying on an order of the United States Securities and Exchange Commission (the “SEC”) under Section 12(h) of the Exchange Act or a no-action
position of the Staff of the SEC relieving the Company from registration under Section 12(g) of the Exchange Act of the Units and the shares of Stock subject thereto, no Restricted Stock Unit Award, or prior to its settlement, shares of Stock
underlying such Award, shall be transferred except in compliance with the restrictions on transfer under Rule 12h-1(f) under the Exchange Act that would apply were the Restricted Stock Units subject to such rule (including the requirement under such
rule that any permitted transferee may not further transfer the securities) or be made subject to any short position, “put equivalent position” or “call equivalent position” by the Participant, as such terms are defined in Rule
16a-1 under the Exchange Act. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal
representative. 
  

	 	9.	 STANDARD FORMS OF AWARD
AGREEMENTS. 


 9.1 Award Agreements. Each Award shall comply with and be subject
to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully
executed Award Agreement, which execution may be evidenced by electronic means. 

  
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 9.2 Authority to Vary Terms. The Board shall have the authority from
time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms
and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 
  

	 	10.	 CHANGE IN CONTROL. 



10.1 Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A, if
applicable, the Board may provide for any one or more of the following: 
 (a) Accelerated Vesting. In its discretion, the
Board may provide in the grant of any Award or at any other time may take action it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each or any outstanding
Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following the Change in Control, and to such extent as the Board determines. 

(b) Assumption, Continuation or Substitution of Awards. In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue the Company’s rights and
obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the
Acquiror’s stock. For purposes of this Section, if so determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to
the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or
a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the
outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of
the Award, for each share of Stock subject to the Award, solely common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such
consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis
of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in


  
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Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.
Notwithstanding the foregoing, shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable
provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award Agreement. 
 (c) Cash-Out of
Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in
Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Award in (i) cash,
(ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of
the consideration to be paid per share of Stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock
pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the
present value of the probable amount of future payment of such consideration. In the event such determination is made by the Board, an Award having an exercise or purchase price per share equal to or greater than the Fair Market Value of the
consideration to be paid per share of Stock in the Change in Control may be canceled without payment of consideration to the holder thereof. Payment pursuant to this Section (reduced by applicable withholding taxes, if any) shall be made to
Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards. 
 10.2 Federal Excise Tax Under Section 4999 of the Code. 

(a) Excess Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or
to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment”
under Section 280G of the Code, then, provided such election would not subject the Participant to taxation under Section 409A, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award in
order to avoid such characterization. 
 (b) Determination by Tax Firm. To aid the Participant in making any election called
for under Section 10.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 10.2(a), the Company
shall request a determination in writing by the professional firm engaged by the Company for general tax purposes, or, if the tax firm so engaged by the Company is serving as accountant or auditor for the Acquiror, the Company will appoint a
nationally recognized tax firm to make the determinations required by this Section. (the 

  
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“Tax Firm”). As soon as practicable thereafter, the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration of
vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Tax Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G
and 4999 of the Code. The Company and the Participant shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order to make its required determination. The Company shall bear all fees and expenses the
Tax Firm charge in connection with its services contemplated by this Section. 
  

	 	11.	 TAX WITHHOLDING. 



11.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to
require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by any Participating
Company with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment
in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant. 

11.2 Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of
Stock issuable to a Participant upon the exercise, vesting or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any
part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum
statutory withholding rates. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to be
sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to the Participating Company in cash. 

 

	 	12.	 COMPLIANCE WITH SECTION 409A. 



12.1 In General. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A.
The Plan and all Awards granted under the Plan shall be administered, interpreted, and construed in a manner consistent with Section 409A, as determined by the Company in good faith, to the extent necessary to avoid the imposition of additional
taxes under Section 409A(a)(1)(B) of the Code. It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with any Award that may result in deferred compensation within the meaning of
Section 409A shall comply in all respects with the applicable requirements of Section 409A.  

  
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 12.2 Certain Limitations. With respect to any Award that is subject to
Section 409A, the following shall apply, as applicable: 
 (a) Notwithstanding anything to the contrary in the Plan or any Award
Agreement, to the extent required to avoid tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan on account of, and during the six (6) month period
immediately following, the Participant’s termination of Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier).

 (b) Neither any Participant nor the Company shall take any action to accelerate or delay the payment of any amount or benefits under an
Award in any manner which would not be in compliance with Section 409A. 
 (c) Notwithstanding anything to the contrary in the Plan or
any Award Agreement, to the extent that any amount constituting deferred compensation subject to Section 409A would become payable under the Plan by reason of a Change in Control, such amount shall become payable only if the event constituting
the Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. Any Award which
constitutes deferred compensation subject to Section 409A and which would vest and otherwise become payable upon a Change in Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in accordance with
Section 10.1(b) shall vest to the extent provided by such Award but shall be converted automatically at the effective time of such Change in Control into a right to receive, in cash on the date or dates such award would have been settled in
accordance with its then existing settlement schedule, an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time of the Change in Control. 

(d) Should any provision of the Plan, any Award Agreement, or any other agreement or arrangement contemplated by the Plan be found not to
comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Board, and without the consent of the holder of the Award,
in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. 

(e) Notwithstanding the foregoing, neither the Company nor the Board shall have any obligation to take any action to prevent the assessment
of any tax or penalty on any Participant under Section 409A, and neither the Company nor the Board will have any liability to any Participant for such tax or penalty. 
  

	 	13.	 COMPLIANCE WITH SECURITIES LAW.



 The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all
applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued
pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel
to the Company, the shares issuable pursuant to 

  
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the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. Except as otherwise determined by the Board, the Company
intends that securities issued pursuant to the Plan be exempt from requirements of registration of such securities pursuant to the exemptions afforded by Rule 701 promulgated under the Securities Act or any other applicable exemptions, and the Plan
shall be so construed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder
shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 

 

	 	14.	 AMENDMENT OR TERMINATION OF
PLAN. 


 The Board may amend, suspend or terminate the Plan at any time. However, without the approval
of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Sections 4.3 and 4.4), (b) no change in the
class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock
exchange or quotation system upon which the Stock may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next
sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the
contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of
conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A. 
  

	 	15.	 MISCELLANEOUS PROVISIONS. 



15.1 Restrictions on Transfer of Shares.  

(a) Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and
restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company
any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

  
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 (b) Notwithstanding the provisions of any Award Agreement to the contrary, at any time
prior to the date on which the Stock is listed on a national securities exchange (as such term is used in the Exchange Act) or is traded on the over-the-counter market and prices therefore are published daily on business days in a recognized
financial journal, the Board may prohibit any Participant who acquires shares of Stock pursuant to the Plan or any transferee of such Participant from selling, transferring, assigning, pledging, or otherwise disposing of or encumbering any such
shares (each, a “Transfer”) without the prior written consent of the Board. The Board may withhold consent to any Transfer for any reason, including without limitation any Transfer (i) to any individual or
entity identified by the Company as a potential competitor or considered by the Company to be unfriendly, or (ii) if such Transfer increases the risk of the Company having a class of security held of record by such number of persons as would
require the Company to register any class of securities under the Exchange Act; or (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the Company in connection with the initial
issuance of such shares or the issuance of any other securities; or (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, Internet site, or similar method of communication, including without
limitation any trading portal or Internet site intended to facilitate secondary transfers of securities; or (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer would be of less than all of the shares
of Stock then held by the stockholder and its affiliates or is to be made to more than a single transferee. 
 15.2 Forfeiture
Events. The Board may determine that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to
any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause, any act by a Participant, whether before or after termination of Service, that would
constitute Cause for termination of Service, or any accounting restatement due to material noncompliance of the Company with any financial reporting requirements of securities laws as a result of which, and to the extent that, such reduction,
cancellation, forfeiture, or recoupment is required by applicable securities laws. 
 15.3 Provision of Information. The Company
shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the Securities Act. Notwithstanding the foregoing, at any time the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange
Act, the Company shall provide to the applicable Participants the information described in Securities Act Rules 701(e)(3), (4) and (5) by a method allowed under Rule 12h-1(f)(1)(vi) and in accordance with the requirements of Rule
12h-1(f)(1)(vi), provided that the Participant agrees to keep the information confidential until the Company becomes subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. 

15.4 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be
selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere
with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company 

  
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other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee
has an employment relationship with the Company. 
 15.5 Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall
be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.3 or another provision of the Plan. 

15.6 Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the
shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited
to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the
Participant in certificate form. 
 15.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the
exercise or settlement of any Award. 
 15.8 Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock
or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare
benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefits. 

15.9 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be
affected or impaired thereby. 
 15.10 No Constraint on Corporate Action. Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate. 
 15.11 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any
amounts payable to Participants pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the United States Employee Retirement Income Security Act of 1974. No


  
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Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company
shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant
account shall not create or constitute a trust or fiduciary relationship between the Board or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors
in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. 

15.12 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and
performance of the Plan and each Award Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law rules. 

15.13 Stockholder Approval. The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as
provided in Section 4.1 (the “Authorized Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote within a period beginning twelve (12) months before and ending
twelve (12) months after the date of adoption thereof by the Board. Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no
earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding
sentence. 
 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the BigCommerce Holdings,
Inc. Amended and Restated 2013 Stock Plan as duly adopted by the Board on December 19, 2019. 
  

	
	 /s/ Jeff Mengoli

	Secretary



  
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 APPENDIX A 

ADDITIONAL TERMS AND CONDITIONS OF 

BIGCOMMERCE HOLDINGS, INC. AMENDED AND RESTATED 2013 STOCK PLAN 

APPLICABLE TO RESIDENTS OF AUSTRALIA 
 This
Appendix includes additional terms and conditions that govern the grant of Awards to persons who are located in Australia at the time of the offer of the Award (each, an “Australian Resident”) and who are eligible in
accordance with Section 5.1 of the Plan (each an “Eligible Person”). Except as otherwise provided by this Appendix, Awards granted to Australian Residents shall be subject to all of the provisions of the Plan.
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan. 
  

	 	1.	 OFFER OF AWARDS. 



1.1 The Board, in its absolute discretion, may make a written offer to an Eligible Person who is an Australian Resident (each such offeree
being referred to in this Appendix A as a “Participant”) it chooses to accept an Award to acquire shares of Stock. 

(a) The offer shall specify the maximum number of shares subject to an Award which the Participant may accept, the price, if any, at which the
Award is offered, the period during which an Award in the form of an Option may be exercised and the purchase price, if any, or exercise price per share subject to the Award (all of which may be set by the Board in its absolute discretion); 

(b) The offer is intended to receive tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). 

(c) The offer may specify any other terms or conditions applicable to the Award (or the shares issuable pursuant to the Award) determined by
the Board in its absolute discretion, including (without limitation) any performance hurdles that the Board wishes to impose as a precondition to the exercise of any Options or to the issuance of any shares pursuant to an Award; 

(d) The offer shall be accompanied by an acceptance form and a copy of the Plan and this Appendix A or, alternatively, details on how the
Participant may obtain a copy of the Plan and this Appendix A. 
  

	 	2.	 ACCEPTANCE OF OFFER. 



2.1 Participant May Accept Offer. The Participant to whom the offer is made may accept it by completing the acceptance form and
delivering it to the Board’s designee by 5:00 p.m. local time on the acceptance date specified in the offer. No-one else may accept the offer. By accepting the offer: 

(a) The Participant becomes bound by the Plan. 

  
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 (b) The Participant appoints separately the Board and any person the Board appoints to be
the Participant’s attorney and in the Participant’s name on the Participant’s behalf to do all acts, matters and things that the Board or such person considers necessary or desirable to give effect to the Plan or any action in
connection with the Plan 
 2.2 Participant May Accept Lesser Number of Awards. A Participant may accept an Award for fewer than the
number of shares of Stock subject to the Award as offered, but only if: 
 (a) The number of shares that the Participant would obtain by
exercising an Option or that may be issued pursuant to an Award would be the number determined by the Board from time to time. The Participant has no right to accept the unaccepted Awards later unless they are re-offered to him or her by the Board.

 (b) If Options are offered to the Participant with different exercise periods, the Participant must accept the same percentage number of
Options for each exercise period. 
  

	 	3.	 GRANT OF AWARDS. 



3.1 Board Must Grant Awards Accepted. If the Participant validly accepts the Board’s offer of an Award, the Board must grant to
the Participant the Award for the number of shares for which the Award was accepted. However, the Board must not do so if the Participant has ceased to be an Eligible Person at the date when the Award is to be granted or the Company is
otherwise prohibited from doing so under the Corporations Act 2001 of Australia (the “Corporations Act”) without a disclosure document, product disclosure statement or similar document. 

3.2 The Company must provide an Award Agreement in respect of the Award granted to the Participant to be executed by the Participant as soon
as practicable after the date of grant. 
  

	 	4.	 DEALING WITH AWARDS



 4.1 An Award belongs to the holder personally. A Participant must not assign, sell or transfer or grant, issue or
transfer any interest (collectively, Deal) in any of the Awards issued under this Plan without the approval of the Board. 
  

	 	5.	 DEALING WITH STOCK 



5.1 Subject to clauses 3.2 of this Appendix A, a Participant must not Deal with any Stock issued pursuant to an Award granted to it
under this Plan for the longer of: 
 (a) a period of two years from the date of grant of the Awards; and 

(b) a period of one year from the date of issue of such Stock. 

5.2 The Participant is not prevented by clause 5.1 of this Appendix A from Dealing with Stock during the following periods: 

(a) From the date on which the holder ceases to be a Participant until the expiration of 90 days after that date; or 

  
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 (b) Via his or her legal personal representative, from the date on which the holder dies or
becomes totally and permanently disabled (as determined by the Board in its absolute discretion) until the expiration of 120 business days after that date; or 

(c) During such other period as the Board may determine from time to time in its absolute discretion, provided that any such Dealing does not
require a disclosure document, product disclosure statement or similar document under the Corporations Act 2001 (Cth). 
  

	 	6.	 TAX DEFERRED TREATMENT



 6.1 Real Risk of Forfeiture. Awards issued to an Australian Resident under this Appendix A must have a
real risk of forfeiture, the vesting conditions by which this risk is achieved is to be determined by the Board in its absolute discretion. 

6.2 10% limit on shareholding and voting power. Immediately after the Australian Resident acquires the Awards, the Australian
Resident must not: 
 (a) 6.3.1 hold a beneficial interest in more than 10% of the shares in the Company; or 

(b) 6.3.2 be in a position to cast, or control the casting of more than 10% of the maximum number of votes that might be cast at a general
meeting of the Company. 
 6.3 For the purposes of clause 6.2 of this Appendix A, Awards that are Options are treated as if they
have been exercised and converted into Shares. 

  
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 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933. 
 BIGCOMMERCE HOLDINGS, INC. 

STOCK OPTION AGREEMENT 

(U.S. Participant; Immediately Exercisable; with Drag Along Rights) 

BigCommerce Holdings, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the
terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the BigCommerce Holdings, Inc. 2013 Stock Plan (the
“Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the
Participant has read and is familiar with, the Grant Notice, this Option Agreement and the Plan, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Option Agreement or the Plan. 

1. DEFINITIONS AND CONSTRUCTION. 

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the
Grant Notice or the Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is
not intended to be exclusive, unless the context clearly requires otherwise. 
 2. TAX
CONSEQUENCES. 
 2.1 Tax Status of Option. This
Option is intended to have the tax status designated in the Grant Notice. 
 (a) Incentive Stock Option. If the Grant
Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult
with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under 

  
 1 













 
Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which
you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the
extent required by Section 422 of the Code.) 
 (b) Nonstatutory Stock Option. If the Grant Notice so designates, this
Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code. 

2.2 Election under Section 83(b) of the Code. If the Participant exercises this Option to purchase shares of Stock
that are both nontransferable and subject to a substantial risk of forfeiture, the Participant understands that the Participant should consult with the Participant’s tax advisor regarding the advisability of filing with the Internal Revenue
Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date on which the Participant exercises the Option. Shares acquired upon exercise of the Option are nontransferable and
subject to a substantial risk of forfeiture if they are unvested and are subject to a right of the Company to repurchase such shares at the Participant’s original purchase price if the Participant’s Service terminates. Failure to file an
election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. However, an election under Section 83(b) may, under certain circumstances, result in adverse tax consequences to the Participant. The
Participant acknowledges that the Participant has been advised to consult with a tax advisor prior to the exercise of the Option regarding the tax consequences to the Participant of the exercise of the Option and the effect of filing or not filing
an election under Section 83(b). AN ELECTION UNDER SECTION 83(b) MUST BE FILED, IF AT ALL, WITHIN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT PURCHASES SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY
FILING OF A SECTION 83(b) ELECTION, IF APPROPRIATE, IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. 

2.3 Notice to Company. The Participant will notify the Company in writing if the Participant files an election pursuant to
Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an
election. 
 2.4 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option,
then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar
year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as
Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market 

  
 2 













 
Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section,
such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by
reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock
Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by
the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you
should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.) 

3. ADMINISTRATION. 

All questions of interpretation concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document
employed by the Company in the administration of the Plan or the Option shall be determined by the Board. All such determinations by the Board shall be final, binding and conclusive upon all persons having an interest in the Option, unless
fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or the Option or other agreement thereunder (other than determining questions of
interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right,
obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election. 

4. EXERCISE OF THE
OPTION. 
 4.1 Right to Exercise. Except as otherwise provided
herein, the Option shall be exercisable on and after the Date of Grant and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the total Number of Option Shares less the number of shares previously
acquired upon exercise of the Option, subject to the Company’s repurchase rights set forth in Sections 11, 12 and 13 and the Drag Along Rights set forth in Section 14. In no event shall the Option be exercisable for more shares than the
Number of Option Shares, as adjusted pursuant to Section 9, or for fewer than one hundred (100) shares (or such lesser number of shares remaining subject to the Option). 

4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the
“Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the
Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the


  
 3 













 
Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by certified or registered mail, return receipt
requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company). Each Exercise Notice,
whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Participant’s
investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 6
and must be accompanied by (a) full payment of the aggregate Exercise Price for the number of shares of Stock being purchased and (b) if the Option is exercised with respect to any Unvested Shares (as defined in Section 11.1), an
Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form attached to the Grant Notice. The Option shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice,
the aggregate Exercise Price and, if required hereby, such duly endorsed Assignment Separate from Certificate. 
 4.3 Payment of Exercise
Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate
Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent, (ii) if permitted by the Company and subject to the limitations contained in
Section 4.3(b), by means of (1) a Stock Tender Exercise, (2) a Cashless Exercise or (3) a Net-Exercise; or (iii) by any combination of the foregoing. 

(b) Limitations on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and
absolute discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the means described below, including with respect to the Participant notwithstanding that such
program or procedures may be available to others. 
 (i) Stock Tender Exercise. A “Stock Tender
Exercise” means the delivery of a properly executed Exercise Notice accompanied by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of
Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining balance of such
aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the
Company’s stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time
required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

  
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 (ii) Cashless Exercise. A Cashless Exercise shall be permitted only upon the class
of shares subject to the Option becoming publicly traded in an established securities market. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together with irrevocable
instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than the
aggregate Exercise Price for such shares (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). 

(iii) Net-Exercise. A
“Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant to which (1) the Company will reduce the number of shares
otherwise issuable to the Participant upon the exercise of the Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect to which the Option is exercised,
and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a
Net-Exercise, the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares issued to the Participant upon such exercise, and (2) the
number of shares deducted by the Company for payment of the aggregate Exercise Price. 
 4.4 Tax Withholding. 

(a) In General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a
Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for any sums required to satisfy the federal, state, local and
foreign tax (including any social insurance) withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Participating Company Group have been satisfied by the Participant. 
 (b) Withholding in or Directed Sale of
Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the
shares of Stock otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations
determined by the applicable minimum statutory withholding rates. The Company may require the Participant to direct a broker, upon the exercise of the Option, to sell a portion of the shares subject to the Option determined by the Company in its
discretion to be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to the Company in cash. 

  
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 4.5 Beneficial Ownership of Shares; Certificate Registration. The
Participant hereby authorizes the Company, in its sole discretion, to deposit the shares acquired pursuant to the exercise of the Option with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form
during the term of the Escrow pursuant to Section 16. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of the Escrow, for the benefit of the Participant with any broker with
which the Participant has an account relationship of which the Company has notice any or all such shares which are no longer subject to the Escrow. Except as provided by the foregoing, a certificate for the shares shall be registered in the name of
the Participant, or, if applicable, in the names of the heirs of the Participant. 
 4.6 Restrictions on Grant of the Option and Issuance
of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.
The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market
system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares
issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE
OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the
Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 

4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option. 

5. NONTRANSFERABILITY OF THE
OPTION. 
 During the lifetime of the Participant, the Option shall be
exercisable only by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by
the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. Notwithstanding the foregoing, for so long as the Company is
relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, the Option and, prior to its exercise, the shares to be issued upon the exercise of the Option, shall not be transferred except in
compliance with the restrictions on transfer under Rule 12h-1(f) (including the requirement under such rule that any permitted transferee may not further transfer the Option) or be made subject to any short
position, “put equivalent position” or “call equivalent position” by the Participant, as such terms are defined in Rule 16a-1 of the Exchange Act. 

  
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 6. TERMINATION OF THE
OPTION. 
 The Option shall terminate and may no longer be exercised after
the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or
(c) a Change in Control to the extent provided in Section 8. 
 7. EFFECT OF
TERMINATION OF SERVICE. 
 7.1 Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is
then vested only during the applicable time period as determined below and thereafter shall terminate. 
 (a)
Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service
terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of one hundred eighty (180) days after the date on which the Participant’s Service terminated,
but in any event no later than the Option Expiration Date. 
 (b) Death. If the Participant’s Service terminates
because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other
person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of one hundred eighty (180) days after the date on which the Participant’s Service terminated, but in any
event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within ninety (90) days after the Participant’s termination of Service. 

(c) Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Participant’s Service is
terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service. 

(d) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death
or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of ninety
(90) days after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

  
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 7.2 Extension if Exercise Prevented by Law. Notwithstanding the
foregoing other than termination of the Participant’s Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain
exercisable until the later of (a) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (b) the end of the applicable time period under Section 7.1, but in any event no later than
the Option Expiration Date. 
 8. EFFECT OF CHANGE IN
CONTROL. 
 In the event that there is both a Change of Control, except to
the extent that the Board determines to settle the Option in accordance with Section 10.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any
portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to
receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or
property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise
of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration
may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the
Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that
the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change
in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. 

9. ADJUSTMENTS FOR CHANGES IN CAPITAL
STRUCTURE. 
 Subject to any required action by the stockholders of the
Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off,
spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a 

  
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dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be
rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such
adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive. 
 10.
RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT. 

The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the
shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for
which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written
employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue
in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time. 

11. UNVESTED SHARE REPURCHASE
OPTION. 
 11.1 Grant of Unvested Share Repurchase
Option. In the event the Participant’s Service is terminated for any reason or no reason, with or without cause, or, if the Participant, the Participant’s legal representative, or other holder of shares
acquired pursuant to this Agreement, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event) any Unvested Shares, as defined in Section 11.2 below (the “Unvested
Shares”), the Company shall have the right to repurchase the Unvested Shares under the terms and subject to the conditions set forth in this Section 11 (the “Unvested Share Repurchase
Option”). 
 11.2 Unvested Shares Defined. The “Unvested
Shares” shall mean, on any given date, the number of shares of Stock acquired upon exercise of the Option which exceed the Vested Shares determined as of such date. 

11.3 Exercise of Unvested Share Repurchase Option. The Company may exercise the Unvested Share Repurchase Option by
written notice to the Participant within one (1) year after (a) termination of the Participant’s Service or (b) the Company has received notice of the attempted disposition of Unvested Shares. If the Company fails to give notice
within such one-year period, the Unvested Share Repurchase Option shall terminate unless the Company and 

  
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the Participant have extended the time for the exercise of the Unvested Share Repurchase Option. Notwithstanding the preceding sentence, the period during which the Company may exercise the
Unvested Share Repurchase Option shall terminate no sooner than the completion of a period of six (6) months following the date on which the Participant acquired the Unvested Shares upon exercise of the Option. The Unvested Share Repurchase
Option must be exercised, if at all, for all of the Unvested Shares, except as the Company and the Participant otherwise agree. 
 11.4
Payment for Shares and Return of Shares to Company. The purchase price per share being repurchased by the Company (the “Repurchase Price”) shall be an amount equal to the lesser of
(a) the Participant’s original cost per share, as adjusted pursuant to Section 9, and (b) the Fair Market Value per share as of the date of repurchase. The Company shall pay the aggregate Repurchase Price to the Participant in
cash, by promissory note, or a combination thereof within fifteen (15) days after the date of the written notice to the Participant of the Company’s exercise of the Unvested Share Repurchase Option. For purposes of the foregoing,
cancellation of any purchase money indebtedness of the Participant to any Participating Company for the shares shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. Any such
promissory note will provide for substantially equal installments, payable at least annually, over a period not to exceed five years and will accrue simple interest at the applicable Federal mid-term rate in
effect under Section 1274(d) of the Code as of the repurchase date. The shares being repurchased shall be delivered to the Company by the Participant at the same time as the delivery of the Repurchase Price to the Participant. 

11.5 Assignment of Unvested Share Repurchase Option. The Company shall have the right to assign the Unvested Share
Repurchase Option at any time, whether or not such option is then exercisable, to one or more persons as may be selected by the Company. 

11.6 Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional
securities or other property to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares shall be immediately subject to the Unvested Share Repurchase Option and included in the terms “Stock” and
“Unvested Shares” for all purposes of the Unvested Share Repurchase Option with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event. While the aggregate Repurchase Price shall remain the same
after such Ownership Change Event, the Repurchase Price per Unvested Share upon exercise of the Unvested Share Repurchase Option following such Ownership Change Event shall be adjusted as appropriate. 

12. RIGHT OF FIRST
REFUSAL. 
 12.1 Grant of Right of First Refusal.
Except as provided in Section 12.7 and Section 20 below, in the event the Participant, the Participant’s legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer,
pledge, or otherwise dispose of any Vested Shares (the “Transfer Shares”) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to
repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the “Right of First Refusal”). 

  
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 12.2 Notice of Proposed Transfer. Prior to any proposed transfer of the
Transfer Shares, the Participant shall deliver written notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Transfer Shares, the name and address of the
proposed transferee (the “Proposed Transferee”) and, if the transfer is voluntary, the proposed transfer price, and containing such information necessary to show the bona fide nature of the proposed transfer. In
the event of a bona fide gift or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market Value of the Transfer Shares, as determined by the Board in good faith. If the Participant proposes to transfer any Transfer
Shares to more than one Proposed Transferee, the Participant shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by both the Participant and the Proposed Transferee and
must constitute a binding commitment of the Participant and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal. 

12.3 Bona Fide Transfer. If the Company determines that the information provided by the Participant in the Transfer Notice
is insufficient to establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Participant written notice of the Participant’s failure to comply with the procedure described in this Section 12, and the
Participant shall have no right to transfer the Transfer Shares without first complying with the procedure described in this Section 12. The Participant shall not be permitted to transfer the Transfer Shares if the proposed transfer is not bona
fide. 
 12.4 Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the
Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the
Participant of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect
to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer
Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall
thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the
Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash
equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to
the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and
consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8) months following the date on which the Participant acquired the Transfer Shares upon exercise of the
Option. 

  
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 12.5 Failure to Exercise Right of First Refusal. If the Company fails
to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 12.4 above, the Participant may conclude a transfer to the Proposed Transferee
of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of
the period described in the last sentence of Section 12.4. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer
Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the
proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal
and shall require compliance by the Participant with the procedure described in this Section 12. 
 12.6 Transferees of Transfer
Shares. All transferees of the Transfer Shares or any interest therein, other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee
shall receive and hold such Transfer Shares or interest therein subject to all of the terms and conditions of this Option Agreement, including this Section 12 providing for the Right of First Refusal with respect to any subsequent transfer. Any
sale or transfer of any shares acquired upon exercise of the Option shall be void unless the provisions of this Section 12 are met. 

12.7 Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or
exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating
Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal. 

12.8 Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any
time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company. 
 12.9 Early
Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a) the occurrence of a Change in
Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b) the existence of a public market for the class
of shares subject to the Right of First Refusal. A “public market” shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or
(ii) such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal. 

  
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 13. VESTED SHARE REPURCHASE
OPTION. 
 13.1 Grant of Vested Share Repurchase Option. Except as provided in Section 13.4
below, in the event of the occurrence of any Repurchase Event, as defined below, the Company shall have the right to repurchase the shares acquired by the Participant pursuant to the Option (the “Repurchase
Shares”) under the terms and subject to the conditions set forth in this Section 13 (the “Vested Share Repurchase Option”). Each of the following events shall
constitute a “Repurchase Event”: 
 (a) Termination of the Participant’s Service with the
Participating Company Group for any reason or no reason, with or without cause, including death or Disability. The Repurchase Period, as defined below, shall commence on the date of termination of the Participant’s Service. 

(b) The Participant, the Participant’s legal representative, or other holder of shares acquired upon exercise of the Option attempts to
sell, exchange, transfer, pledge, or otherwise dispose of any Repurchase Shares without complying with the provisions of Section 12. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such
attempted sale, exchange, transfer, pledge or other disposition. 
 (c) The receivership, bankruptcy or other creditor’s proceeding
regarding the Participant or the taking of any of the Participant’s shares of Stock by legal process, such as a levy of execution. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of the
commencement of pendency of the receivership, bankruptcy or other creditor’s proceeding or the date of such taking, as the case may be. The Fair Market Value of the Repurchase Shares shall be determined as of the last day of the month preceding
the month in which the proceeding involved commenced or the taking occurred. 
 13.2 Exercise of Vested Share Repurchase Option. The
Company may exercise the Vested Share Repurchase Option by written notice to the Participant, the Participant’s legal representative, or other holder of the Repurchase Shares, as the case may be, during the Repurchase Period. The
“Repurchase Period” shall be the period commencing at the time set forth in Section 13.1 above and ending on the later of (a) the date ninety (90) days after the commencement of the Repurchase
Period or (b) the date nine (9) months after the Option is last exercised. If the Company fails to give notice during the Repurchase Period, the Vested Share Repurchase Option shall terminate (unless the Company and the Participant have
extended the time for the exercise of the Vested Share Repurchase Option) unless and until there is a subsequent Repurchase Event. Notwithstanding a termination of the Vested Share Repurchase Option, the remaining provisions of this Option Agreement
shall remain in full force and effect, including, without limitation, the Right of First Refusal set forth in Section 12. If there is a subsequent Repurchase Event, the Vested Share Repurchase Option shall again become exercisable as provided
in this Section 13. The Vested Share Repurchase Option must be exercised, if at all, for all of the Repurchase Shares, except as the Company and the Participant otherwise agree. 

  
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 13.3 Payment for Repurchase Shares. The repurchase price per share being repurchased
by the Company pursuant to the Vested Share Repurchase Option shall be an amount equal to the Fair Market Value of the shares determined as of the date of the Repurchase Event (except as otherwise provided in Section 13.1(c) above) by the Board
in good faith. Payment by the Company to the Participant shall be made in cash, by promissory note, or a combination thereof on or before the last day of the Repurchase Period. For purposes of the foregoing, cancellation of any indebtedness of the
Participant to the Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. Any such promissory note will provide for substantially equal installments, payable at least
annually, over a period not to exceed five years and will accrue simple interest at the applicable Federal mid-term rate in effect under Section 1274(d) of the Code as of the repurchase date. The shares
being repurchased shall be delivered to the Company by the Participant at the same time as the delivery of the Repurchase Price to the Participant. 

13.4 Transfers Not Subject to Vested Share Repurchase Option. The Vested Share Repurchase Option shall not apply to any transfer or
exchange of shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company,
such consideration will remain subject to the Vested Share Repurchase Option unless the provisions of Section 13.6 below result in a termination of the Vested Share Repurchase Option. Furthermore, the Vested Share Repurchase Option shall not
apply to a transfer to the Participant’s ancestors, descendants, or spouse or to a custodian or trustee solely for the benefit of the Participant or the Participant’s ancestors, descendants, or spouse; provided, however, that such
transferee shall agree in writing (in a form satisfactory to the Company) to receive and hold the shares transferred to the transferee subject to all the terms and conditions of this Option Agreement, including this Section 13 providing for a
Vested Share Repurchase Option with respect to any subsequent transfer. 
 13.5 Assignment of Vested Share Repurchase Option. The
Company shall have the right to assign the Vested Share Repurchase Option at any time, whether or not such option is then exercisable, to one or more persons as may be selected by the Company. 

13.6 Early Termination of Vested Share Repurchase Option. The other provisions of this Option Agreement notwithstanding, the Vested
Share Repurchase Option shall terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless the Acquiring Corporation assumes or continues the Company’s rights and obligations under the Option or
substitutes a substantially equivalent option for the Acquiring Corporation’s stock for the Option, or (b) the existence of a public market, as defined in Section 12.9, for the class of shares subject to the Vested Share Repurchase
Option. 
 14. DRAG ALONG RIGHTS. 

14.1 Applicable Shares. The Participant agrees that any shares acquired upon exercise of the Option, including all shares issued in
respect of any shares acquired upon exercise of the Option by way of stock split, stock dividend and the like (the “Applicable Shares”) will be subject to, and must be voted in accordance with, the provisions of this
Section 14. 

  
 14 













 14.2 Obligations of Participant. In the event that the Board approves and recommends
an Ownership Change Event, the Participant hereby agrees to: 
 (a) consent to, vote all Applicable Shares for and raise no objections to,
the Ownership Change Event; 
 (b) sell all Applicable Shares on the terms and conditions approved by the Board, provided that such
terms do not provide that the Participant would receive less than the amount that would be distributed to such Participant in the event the proceeds of the Ownership Change Event were distributed in accordance with the Company’s Certificate of
Incorporation then in effect; and 
 (c) take all necessary and desirable actions in connection with the consummation of the Ownership
Change Event, including the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, non-compete
agreements, escrow agreements and other provisions and agreements relating to the Ownership Change. 
 14.3 Transfer of Applicable
Shares. This Section 14 shall be binding upon the successors in interest to any of the Applicable Shares. The Company shall not register the transfer of any of the Applicable Shares or issue a new certificate representing any of the
Applicable Shares unless and until the transferee shall have executed an adoption agreement, pursuant to which such person agrees to be bound by the terms of this Section 14 as and to the same extent as if he, she or it were an original party
hereto. Any transfer of shares in contravention of the foregoing shall be void ab initio. 
 14.4 Irrevocable Proxy. To
insure the performance of the Participant with the provisions set forth in this Section 14, the Participant hereby appoints the Company, or its designee, as his, her, or its true and lawful proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote all Applicable Shares owned or held by such Participant, subject to the provisions of this Section 14, upon any matter
presented to the stockholders of the Company, if (and only if) such Participant fails to comply with the provisions of this Section 14. The proxies and powers granted by the Participant pursuant to the preceding sentence are coupled with an
interest and are given to secure the performance of such Participant’s commitments under this Section 14. Such proxies shall be irrevocable for the term of this Section 14 and shall survive the death, incompetency, disability,
dissolution or winding up of such Participant. 
 14.5 Specific Enforcement. It is agreed and understood that monetary damages would
not adequately compensate the Company for the breach of this Section 14 by the Participant, that this Section 14 shall be specifically enforceable, and that any breach or threatened breach of this Section 14 shall be the proper
subject of a temporary or permanent injunction or restraining order. Further, the Participant waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. 

  
 15 













 15. STOCK DISTRIBUTIONS SUBJECT
TO OPTION AGREEMENT. 
 If, from time to
time, there is any stock dividend, stock split or other change, as described in Section 9, in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement,
then in such event any and all new, substituted or additional securities to which the Participant is entitled by reason of the Participant’s ownership of the shares acquired upon exercise of the Option shall be immediately subject to the
Unvested Share Repurchase Option, the Right of First Refusal, the Vested Share Repurchase Option and the Drag Along Rights with the same force and effect as the shares subject to the Unvested Share Repurchase Option, the Right of First Refusal, the
Vested Share Repurchase Option and the Drag Along Rights immediately before such event. 
 16.
ESCROW. 
 16.1 Appointment of Agent. To ensure that shares
subject to the Unvested Share Repurchase Option will be available for repurchase, the Participant and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the Company
any such Unvested Shares repurchased by the Company pursuant to the Unvested Share Repurchase Option. The Participant understands that appointment of the Agent is a material inducement to make this Agreement and that such appointment is coupled with
an interest and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the
exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other
document executed by any signature purporting to be genuine and may resign at any time. 
 16.2 Establishment of Escrow.
The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided by Section 4.5, and the Participant agrees to deliver to and deposit with the Agent each
certificate, if any, evidencing the Unvested Shares and an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of shares blank) in the form attached to this
Agreement, to be held by the Agent under the terms and conditions of this Section (the “Escrow”). Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company
paid in shares of Stock or other property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend policy), or any other adjustment upon a change in the capital structure of the Company, as described in
Section 9, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of his or her ownership of the shares that remain, following such Ownership Change Event, dividend, distribution
or change described in Section 9, subject to the Unvested Share Repurchase Option shall be immediately subject to the Escrow to the same extent as the shares immediately before such event. The Company shall bear the expenses of the Escrow. 


  
 16 













 16.3 Delivery of Shares to Participant. The Escrow shall continue with
respect to any shares for so long as such shares remain subject to the Unvested Share Repurchase Option. Upon termination of the Unvested Share Repurchase Option with respect to shares, the Company shall so notify the Agent and direct the Agent to
deliver such number of shares to the Participant. As soon as practicable after receipt of such notice, the Agent shall cause to be delivered to the Participant the shares specified by such notice, and the Escrow shall terminate with respect to such
shares. 
 16.4 Notices and Payments. In the event the shares and any other property held in escrow are subject to the
Company’s exercise of the Unvested Share Repurchase Option, the Right of First Refusal, the Vested Share Repurchase Option or the Drag Along Rights, the notices required to be given to the Participant shall be given to the Agent, and any
payment required to be given to the Participant shall be given to the Agent. Within thirty (30) days after payment by the Company, the Agent shall deliver the shares and any other property which the Company has purchased to the Company and
shall deliver the payment received from the Company to the Participant. 
 17. NOTICE OF
SALES UPON DISQUALIFYING DISPOSITION. 

The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In
addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to
the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition.
Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the
Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period
immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing
shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence. 
 18.
LEGENDS. 
 The Company may at any time place legends referencing
the Unvested Share Repurchase Option, the Right of First Refusal, the Vested Share Repurchase Option, the Drag Along Rights and any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock
subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the
Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 

  
 17 













 18.1 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.” 
 18.2 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS IN
FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”

 18.3 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE
STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO 150869INSERT
DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED
HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.” 

19. LOCK-UP
AGREEMENT. 
 The Participant hereby agrees that in the event of any
underwritten public offering of stock, including an initial public offering of stock, made by the Company pursuant to an effective registration statement filed under the Securities Act, the Participant shall not offer, sell, contract to sell,
pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such
registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be
filed in connection with such public offering; provided, further, however, that such one hundred eighty (180) day period may be extended for an additional period, not to exceed twenty (20) days, upon the request of the
Company or the underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including but not limited to, the restrictions
contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor 

  
 18 













 
provisions or amendments thereto). The foregoing limitation shall not apply to shares registered in the public offering under the Securities Act. The Participant hereby agrees to enter into any
agreement reasonably required by the underwriters to implement the foregoing within a reasonable timeframe if so requested by the Company. 

20. RESTRICTIONS ON TRANSFER OF
SHARES. 
 At any time prior to the existence of a public market for the
Stock, the Board may prohibit the Participant and any transferee of such Participant from selling, transferring, assigning, pledging, or otherwise disposing of or encumbering any shares acquired pursuant to the Option (each, a
“Transfer”) without the prior written consent of the Board. The Board may withhold consent for any reason, including without limitation any Transfer (i) to any individual or entity identified by the Company
as a potential competitor or considered by the Company to be unfriendly, or (ii) if such Transfer increases the risk of the Company having a class of security held of record by such number of persons as would require the Company to register any
class of securities under the Exchange Act; or (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the Company in connection with the initial issuance of such shares or the issuance of
any other securities; or (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, Internet site, or similar method of communication, including without limitation any trading portal or Internet
site intended to facilitate secondary transfers of securities; or (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer would be of less than all of the shares of Stock then held by the stockholder and
its affiliates or is to be made to more than a single transferee. No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned,
pledged, hypothecated or otherwise disposed of, including by operation of law in any manner which violates any of the provisions of this Option Agreement, and, except pursuant to an Ownership Change Event, until the date on which such shares become
Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement
or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred. 

21. MISCELLANEOUS PROVISIONS. 

21.1 Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as
provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government regulation, including, but not limited to Section 409A of the Code. No amendment or addition to this Option Agreement shall be effective unless in writing. 

  
 19 













 21.2 Compliance with Section 409A. The Company intends that income
realized by the Participant pursuant to the Plan and this Option Agreement will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Option Agreement shall be interpreted and construed in favor of
satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of
Section 409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any
particular tax result for income realized by the Participant pursuant to the Plan or this Option Agreement. In any event, and except for the responsibilities of the Company set forth in Section 4.4, no Participating Company shall be
responsible for the payment of any applicable taxes incurred by the Participant on income realized by the Participant pursuant to the Plan or this Option Agreement. 

21.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Option Agreement. 
 21.4 Binding Effect. This Option Agreement shall inure to the
benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. 

21.5 Delivery of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

 (a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the
Plan, the Grant Notice, this Option Agreement, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may
deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may
include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such
other means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant acknowledges that
the Participant has read Section 21.5(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, Exercise Notice and notices in connection with
the Escrow, as described in Section 21.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting


  
 20 













 
the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such
documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in Section 21.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not
required to consent to electronic delivery of documents described in Section 21.5(a). 
 21.6 Integrated Agreement. The Grant
Notice, this Option Agreement and the Plan, together with any employment, service or other agreement with the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company
Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 

21.7 Applicable Law. This Option Agreement shall be governed by the laws of the State of Texas as such laws are applied to agreements
between Texas residents entered into and to be performed entirely within the State of Texas. 
 21.8 Counterparts. The Grant Notice
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

  
 21 














					
	☐	 	Incentive Stock Option	  	Participant:                                    
            
	☐	 	Nonstatutory Stock Option	  	
	 	 	 	  	            Date:                         
                  

 STOCK OPTION EXERCISE NOTICE 

(Immediately Exercisable) 
 BigCommerce
Holdings, Inc. 
 Attention: Chief Financial Officer 
 Ladies
and Gentlemen: 
 1. Option. I was granted an option (the “Option”) to purchase
shares of the common stock (the “Shares”) of BigCommerce Holdings, Inc. (the “Company”) pursuant to the Company’s 2013 Stock Plan (the
“Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

  

					
	 Date of Grant:
	  	 	                        	 
	 Number of Option Shares:
	  	 	                        	 
	 Exercise Price per Share:
	  	$	                         	 

 2. Exercise of Option. I hereby elect to exercise the Option to purchase the following
number of Shares, in accordance with the Grant Notice and the Option Agreement: 
  

					
	 Vested Shares:
	  	 	                        	 
	 Unvested Shares:
	  	 	                        	 
	 Total Shares Purchased:
	  	 	                        	 
	 Total Exercise Price (Total Shares X Price per Share)
	  	$	                          	 

 3. Payments. I enclose payment in full of the total exercise price for the Shares in the
following form(s), as authorized by my Option Agreement: 
  

							
	 ☐
	 	Cash:	  	$	                         	 
	 ☐
	 	Check:	  	$	                         	 
	 ☐
	 	Stock Tender Exercise:	  	 	Contact Plan Administrator	 
	 ☐
	 	Cashless Exercise:	  	 	Contact Plan Administrator	 
	 ☐
	 	Net Exercise:	  	 	Contact Plan Administrator	 


  
 1 













 4. Tax Withholding. I authorize payroll withholding and otherwise will
make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes,
if any, as follows: 
 (Contact Plan Administrator for amount of tax due.) 

 

							
	 ☐
	 	Cash:	  	$	                         	 
	 ☐
	 	Check:	  	$	                         	 

 5. Participant Information. 

 

			
	 My address is:
	 	
                   
                                         
                                         
                                         
      

		
		 	
                   
                                         
                                         
                                         
      

		
	 My Social Security Number is:
	 	
                   
                                         
                                         
                                         
      


 6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I
agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant. 

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and
conditions of the Grant Notice, the Option Agreement, including the Unvested Share Repurchase Option, the Right of First Refusal, the Vested Share Repurchase Option and the Drag Along Rights set forth therein, and the Plan, to all of which I hereby
expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns. If required by the Company, I agree to deposit the certificate(s) evidencing the Shares, along with a
blank stock assignment separate from certificate executed by me, with an escrow agent designated by the Company, to be held pursuant to the escrow provisions contained in the Option Agreement. 

8. Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or
they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates
evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company. 

9. Election Under Section 83(b) of the Code. I understand and acknowledge that if
I am exercising the Option to purchase Unvested Shares (i.e., shares that remain subject to the Company’s Unvested Share Repurchase Option), that I should consult with my tax advisor regarding the advisability of filing with the Internal
Revenue Service an election under Section 83(b) of the Code, which must be filed, if at all, no later than thirty (30) days after the date on which I exercise the Option. I acknowledge that I have been advised to consult with a tax advisor
prior to the exercise of the Option regarding the tax consequences to me of exercising the Option and filing or not filing an election under Section 83(b). AN ELECTION UNDER SECTION 83(b) MUST BE FILED, IF AT ALL, WITHIN 30 DAYS AFTER THE
DATE ON WHICH I PURCHASE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. I ACKNOWLEDGE THAT TIMELY FILING OF A SECTION 83(b) ELECTION, IF APPROPRIATE, IS MY SOLE RESPONSIBILITY, EVEN IF I REQUEST THE COMPANY OR ITS REPRESENTATIVES TO FILE SUCH
ELECTION ON MY BEHALF. 
 I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired
in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may
only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request. 

  
 2 













 I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant
Notice and my Option Agreement, copies of which I have received and carefully read and understand. 
  

	
	Very truly yours,
	
	  

	(Signature)


  

	
	Receipt of the above is hereby acknowledged.
	
	BigCommerce Holdings, Inc.
	
	By:                                     
                                         
            
	
	Title:                                     
                                         
        
	
	Dated:                                     
                                         
      


  
 3 













 ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto 

 
  

                          
                                         
                                         
    (_________________) shares of the Capital Stock of BigCommerce Holdings, Inc. standing in the undersigned’s name on the books of said corporation represented by Certificate No. __________________ herewith and does
hereby irrevocably constitute and appoint                      Attorney to transfer the said stock on the books of said corporation with full
power of substitution in the premises. 
  

	
	
Dated:                  
                                         
                         



 

	
	  

	Signature
	
	  

	Print Name


 Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is
to enable the Company to exercise its Unvested Share Repurchase Option set forth in the Stock Option Agreement without requiring additional signatures on the part of the Participant. 












 BIGCOMMERCE HOLDINGS, INC. 

NOTICE OF GRANT OF STOCK OPTION 

(U.S. PARTICIPANT; IMMEDIATELY EXERCISABLE) 

The Participant has been granted an option (the “Option”) to purchase certain shares of Stock of BigCommerce Holdings,
Inc. pursuant to the BigCommerce Holdings, Inc. 2013 Stock Plan (the “Plan”), as follows: 
  

					
	Participant:	  	            
		
	Date of Grant:	  	            
		
	Number of Option Shares:	  	        , subject to adjustment as provided by the Option Agreement.
		
	Exercise Price:	  	$
		
	Initial Vesting Date:	  	
		
	Option Expiration Date:	  	The date ten (10) years after the Date of Grant
		
	Tax Status of Option:	  	 Stock Option.

		
	Vested Shares:	  	Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the
“Vested Ratio” determined as of such date as follows:
			
	 	  	 	  	Vested Ratio
			
		  	Prior to Initial Vesting Date	  	0
			
		  	On Initial Vesting Date, provided the Participant’s Service has not terminated prior to such date	  	1/4
			
		  	Plus	  	
			
		  	For each additional full month of the Participant’s continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional	  	1/48

 The Exercise Price represents an amount the Company believes to be no less than the fair market value of a share of Stock as
of the Date of Grant, determined in good faith in compliance with the requirements of Section 409A of the Code. However, there is no guarantee that the Internal Revenue Service will agree with the Company’s determination. A subsequent IRS
determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to the Participant. By signing below, the Participant agrees that the Company, its directors, officers and shareholders shall not be
held liable for any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS. The Participant is urged to consult with his or her own tax advisor regarding the tax consequences of the Option, including
the application of Section 409A. 
 By their signatures below, the Company and the Participant agree that the Option is governed by this Grant Notice
and by the provisions of the Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the Plan and the Stock Option Agreement, represents that the
Participant has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. 
  

									
	BIGCOMMERCE HOLDINGS, INC.	 		 		 	PARTICIPANT
					
	By:	 	  
	 		 		 	  

		 		 		 		 	Signature
	Its:	 	  
	 		 		 	  















									
		 		 		 		 	Date
	Address:	 		 		 		 	  

		 		 		 		 	Address
		 		 		 		 	  


  

	ATTACHMENTS:	 2013 Stock Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Assignment
Separate from Certificate 














 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY
SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933. 
 BIGCOMMERCE HOLDINGS, INC. 

RESTRICTED STOCK UNITS AGREEMENT 

BigCommerce Holdings, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the
“Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms
and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the BigCommerce Holdings, Inc. 2013 Stock Plan (the
“Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and
is familiar with the Grant Notice, this Agreement and the Plan, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Agreement or the Plan. 
 1.
DEFINITIONS AND CONSTRUCTION. 
 1.1
Definitions. Capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan, unless otherwise defined herein or as follows: 

(a) “Cause” shall have the same meaning as set forth in Section 2.1(d) of the Plan. 












 (b) “Change of Control” means a “Change in
Control” as defined by the Plan, provided that such Change in Control is also a “change in control event” as described in Treasury Regulation Section 1.409A-3(i)(5)(i). 

(c) “Initial Public Offering” means the closing of the initial underwritten public offering of
securities of the class of equity securities then subject to the Award pursuant to an effective registration statement filed under the Securities Act. 

(d) “Liquidity Event Date” means the date of satisfaction of the Liquidity Event Condition. 

(e) “Units” mean the Restricted Stock Units granted pursuant to the Award, as adjusted from time to time
pursuant to Section 9. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise. 
 2.
ADMINISTRATION. 
 All questions of interpretation concerning the
Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Board. All such determinations by the Board shall be final,
binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or
the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the
authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter,
right, obligation, or election. 
 3. THE AWARD.

 3.1 Grant of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total
Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive one (1) Share on a date determined in accordance with the Grant Notice and this Agreement. 

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding,
if any) as a condition to receiving the Units or Shares issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to the Participating Company Group or for its
benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to the Participating Company Group or for its benefit having a value not less than the
par value of the Shares issued upon settlement of the Units. 

  
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 3.3 Termination of the Award. The Award shall terminate upon the first to occur of
(a) the date of termination of the Participant’s Service for Cause prior to the Vesting Date, (b) the Expiration Date if the Liquidity Event Date has not yet occurred on or before the Expiration Date, (c) a Change in Control to
the extent provided in Section 7, or (d) the final settlement of all Vested Units in accordance with Section 5. 
 4.
VESTING OF UNITS; TERMINATION OF SERVICE.

 4.1 Normal Vesting. Units acquired pursuant to this Agreement shall become Vested Units as provided in the Grant Notice. For
purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any entity which is a member of the Participating Company Group at the time the Service is rendered, whether or
not such entity is a member of the Participating Company Group both before and after the Ownership Change Event. 
 4.2 Effect of
Termination of Service for Cause. The effect of the Participant’s termination of Service for Cause prior to the Vesting Date will be as follows: if the Participant’s Service is terminated for Cause at any time prior to the Vesting
Date, then all Units (whether or not vested) subject to the Award shall be forfeited and automatically canceled immediately upon the Participant’s termination of Service, notwithstanding that the Participant may have satisfied the Service
Condition with respect to all or a portion of the Units. 
 5. SETTLEMENT OF THE
AWARD. 
 5.1 Issuance of Shares. Subject to the
provisions of Section 5.3 below, the Company shall issue one (1) Share to the Participant on the Settlement Date for each Vested Unit to be settled on such date. Shares issued in settlement of Units shall not be subject to any restriction
on transfer other than any such restriction as may be required pursuant to Section 5.3, Section 6 or the Company’s Trading Compliance Policy. 

5.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole
discretion, to deposit any or all Shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such Shares for
the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the Shares acquired by the Participant shall be registered
in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 5.3 Restrictions on Grant of the Award
and Issuance of Shares. The grant of the Award and issuance of Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No
Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which
the Shares may then be 

  
 3 













 
listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance of any securities subject to the Award shall relieve the Company of any liability in respect of the failure to issue such securities as to which such requisite authority shall not have been obtained. As a condition to the settlement of the
Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be
requested by the Company. 
 5.4 Fractional Shares. The Company shall not be required to issue fractional Shares upon
the settlement of the Award. 
 6. TAX WITHHOLDING.

 6.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a member of the Participating
Company Group, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax
(including any social insurance) withholding obligations of the Participating Company Group, if any, which arise in connection with the Award, the vesting of Units or the issuance of Shares in settlement thereof. The Company shall have no obligation
to deliver Shares until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant. 
 6.2
Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company Group’s tax withholding
obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the
assignment to the Company of the proceeds of a sale with respect to some or all of the Shares being acquired upon settlement of Units. 
 6.3
Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of the Participating Company Group’s tax withholding obligations by deducting from the Shares
otherwise deliverable to the Participant in settlement of the Award a number of whole Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such
tax withholding obligations determined by the applicable minimum statutory withholding rates. 
 7. EFFECT
OF CHANGE IN CONTROL. 
 In
the event of a Change in Control, the treatment of the Award will be governed by Section 10 of the Plan and any applicable provisions of the Grant Notice. 

  
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 8. RIGHT OF FIRST
REFUSAL. 
 8.1 Grant of Right of First Refusal. Except as provided
in Section 8.7, in the event the Participant, the Participant’s legal representative, or other holder of Shares acquired upon settlement of the Award proposes to sell, exchange, transfer, pledge, or otherwise dispose of any such Shares
(the “Transfer Shares”) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and
subject to the conditions set forth in this Section (the “Right of First Refusal”). 
 8.2 Notice of
Proposed Transfer. Prior to any proposed transfer of the Transfer Shares, the Participant shall deliver written notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including
the number of Transfer Shares, the name and address of the proposed transferee (the “Proposed Transferee”) and, if the transfer is voluntary, the proposed transfer price, and containing such information
necessary to show the bona fide nature of the proposed transfer. In the event of a bona fide gift or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market Value of the Transfer Shares, as determined by the Board in
good faith. If the Participant proposes to transfer any Transfer Shares to more than one Proposed Transferee, the Participant shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall
be signed by both the Participant and the Proposed Transferee and must constitute a binding commitment of the Participant and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of
First Refusal. 
 8.3 Bona Fide Transfer. If the Company determines that the information provided by the Participant in the Transfer
Notice is insufficient to establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Participant written notice of the Participant’s failure to comply with the procedure described in this Section 8, and the
Participant shall have no right to transfer the Transfer Shares without first complying with the procedure described in this Section 8. The Participant shall not be permitted to transfer the Transfer Shares if the proposed transfer is not bona
fide. 
 8.4 Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall
have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a
notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed
transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is
issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon
consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed
Transferee); provided, however, that in the event the Transfer Notice provides for the 

  
 5 













 
payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the
Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any member of the Participating Company Group shall be treated as payment to the Participant in cash to
the extent of the unpaid principal and any accrued interest canceled. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the
Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8) months following the date on which the Participant acquired the Transfer Shares. 

8.5 Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser
extent as the Company and the Participant otherwise agree) within the period specified in Section 8.4, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the
Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section 8.4. The
Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions
described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms
and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the
procedure described in this Section. 
 8.6 Transferees of Transfer Shares. All transferees of the Transfer Shares or any interest
therein, other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such Transfer Shares or interest therein subject to all of the
terms and conditions of this Agreement, including this Section 8 providing for the Right of First Refusal with respect to any subsequent transfer. Any sale or transfer of any Shares shall be void unless the provisions of this Section are met.

 8.7 Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the
Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of Shares of a member of the Participating Company Group, such consideration shall
remain subject to the Right of First Refusal unless the provisions of Section 8.9 result in a termination of the Right of First Refusal. 

8.8 Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or
not there has been an attempted transfer, to one or more persons as may be selected by the Company. 

  
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 8.9 Early Termination of Right of First Refusal. The other provisions of this
Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon the existence of a public market for the class of shares subject to the Right of First Refusal. A “public
market” shall be deemed to exist if (i) such shares are listed on a national securities exchange (as that term is used in the Exchange Act) or (ii) such shares are traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal. 

9. ADJUSTMENTS FOR CHANGES IN CAPITAL
STRUCTURE. 
 In the event of a change in the capital structure of the
Company, this Section 9 will be governed by Section 4.4 of the Plan. 
 10. RIGHTS AS
A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT. 

The Participant shall have no rights as a stockholder with respect to any Shares which may be issued in settlement of this Award until the date
of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record
date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement
between a member of the Participating Company Group and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the
Service of a member of the Participating Company Group or interfere in any way with any right of a member of the Participating Company Group to terminate the Participant’s Service at any time. 

11. LEGENDS. 

The Company may at any time place legends referencing the Right of First Refusal and any applicable federal, state or foreign securities law
restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this
Award in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 

11.1 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” 

  
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 11.2 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND REPURCHASE OPTIONS IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THIS CORPORATION.” 
 12. COMPLIANCE WITH
SECTION 409A. 
 It is intended
that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in nonqualified deferred compensation within the meaning of Section 409A shall comply in all respects with the
applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Board in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance and the Award shall be so construed. In connection with effecting such compliance with Section 409A, the following shall apply: 

12.1 Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the
contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to
Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the
meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from
service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment
Date”) which is the first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts
that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. 

12.2 Other Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment
of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations. 
 12.3
Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the
Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with the Section 409A
Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability,
penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A. 

  
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 12.4 Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or
other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant,
including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is
not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement. 

13. LOCK-UP
AGREEMENT. 
 The Participant hereby agrees that in the event of any
underwritten public offering of Shares, including an initial public offering of Shares, made by the Company pursuant to an effective registration statement filed under the Securities Act, the Participant shall not offer, sell, contract to sell,
pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any Shares of the Company or any rights to acquire Shares of the Company for such period of time from and after the effective date of such
registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time may not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed
in connection with such public offering; or, upon the request of the Company or the underwriter, such longer period as necessary to permit compliance with FINRA Rule 2241 or any successor provisions or amendments thereto. The foregoing limitation
will not apply to Shares registered in the public offering under the Securities Act. The Participant hereby agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within a reasonable timeframe if so
requested by the Company. 
 14. RESTRICTIONS ON TRANSFER OF
SHARES. 
 At any time prior to the existence of a public market for the
Shares, the Board may prohibit the Participant and any transferee of such Participant from selling, transferring, assigning, pledging, or otherwise disposing of or encumbering any Shares acquired pursuant to the Award (each, a
“Transfer”) without the prior written consent of the Board. The Board may withhold consent for any reason, including without limitation any Transfer (i) to any individual or entity identified by the Company
as a potential competitor or considered by the Company to be unfriendly, or (ii) if such Transfer increases the risk of the Company having a class of security held of record by such number of persons as would require the Company to register any
class of securities under the Exchange Act; or (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the Company in connection with the initial issuance of such Shares or the issuance of
any other securities; or (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, Internet site, or similar method of communication, including without limitation any trading portal or Internet
site intended to facilitate secondary transfers of securities; or (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer would be of less than all of the Shares then held by the stockholder and its
affiliates or is to be made to more than a single transferee. No Shares 

  
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acquired pursuant to this Award may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or
otherwise disposed of, including by operation of law in any manner which violates any of the provisions of this Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any
Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such
Shares will have been so transferred. 
 15. MISCELLANEOUS
PROVISIONS. 
 15.1 Termination or Amendment. The Board may
terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 7 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect on the
Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No
amendment or addition to this Agreement shall be effective unless in writing. 
 15.2 Nontransferability of the Award. Prior to the
issuance of Shares on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution and, for so long as the Company is relying on an order of the Securities and Exchange Commission (the
“SEC”) under Section 12(h) of the Exchange Act or a no-action position of the Staff of the SEC relieving the Company from registration under Section 12(g) of the
Exchange Act of the Units and the Shares subject thereto, the restrictions on transfer provided by Rule 12h-1(f) under the Exchange Act that would apply were the Units subject to such rule (including the
requirement under such rule that any permitted transferee may not further transfer the Units). No Units subject to this Award, or the Shares underlying such Units, shall, prior to the settlement of the Units, be subject to any short position,
“put equivalent position” or “call equivalent position” by the Participant, as such terms are defined in Rule 16a-1 under the Exchange Act, until the Company becomes subject to
Section 13 or Section 15(d) of the Exchange Act or is no longer relying on such SEC order or SEC Staff no action position. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the
Participant or the Participant’s guardian or legal representative. 
 15.3 Further Instruments. The parties hereto agree to
execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 

  
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 15.4 Binding Effect. This Agreement shall inure to the benefit of the successors and
assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns. 

15.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a member of the Participating Company Group, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a
nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time
to the other party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted
by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do
not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of
electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant
acknowledges that the Participant has read Section 15.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 15.5(a).
The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges
that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 15.5(a) or may change the
electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail
address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 15.5(a). 

15.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan shall constitute the entire understanding and agreement of the
Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the
Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force
and effect. 

  
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 15.7 Applicable Law. This Agreement shall be governed by the laws of the State of
Delaware, without regard to its conflict of law rules. 
 15.8 Counterparts. The Grant Notice may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

  
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 BIGCOMMERCE HOLDINGS, INC. 

NOTICE OF GRANT OF RESTRICTED STOCK UNITS 

BigCommerce Holdings, Inc. (the “Company”) has granted to the Participant an award (the
“Award”) of Restricted Stock Units pursuant to the BigCommerce Holdings, Inc. 2013 Stock Plan (the “Plan”) and the attached Restricted Stock Units Agreement (the
“Agreement”). Each Unit represents the right to receive on the applicable Settlement Date one share of Stock (each a “Share”), as follows: 

 

					
	Participant:	  	                                    
    
		
	Date of Grant:	  	May 27, 2020
		
	Total Number of Units:	  	                                    
     (each a “Unit”), subject to adjustment as provided by the Agreement.
		
	Expiration Date:	  	The 5th anniversary of the Date of Grant.
		
	Vesting Start Date:	  	May 27, 2020
		
	Vested Units:	  	The vesting of each Unit requires the satisfaction of both the Service Condition and Liquidity Event Condition on or before the Expiration Date. Each Unit will become a Vested Unit on the first date (the
“Vesting Date”) on which both of the following conditions have been satisfied with respect to such Unit on or before the Expiration Date, provided that, except as otherwise provided by the
Agreement, the Participant’s Service has not terminated before the Vesting Date, as determined by the Board:
		
	        Service Condition	  	The Service Condition will be satisfied for a portion of the Total Number of Units by the Participant’s continued Service through the applicable date, as follows:
			
	 	  	 Continued Service Date
	  	 Portion of Units for which
Service Condition
Satisfied

		  	1st anniversary of Vesting Start Date	  	25%
			
		  	2nd anniversary of Vesting Start Date	  	25%
			
		  	3rd anniversary of Vesting Start Date	  	25%
			
		  	4th anniversary of Vesting Start Date	  	25%
		
	        Liquidity Event Condition	  	Provided that the Participant’s Service has not terminated before such date, the Liquidity Event Condition will be satisfied upon the first to occur of: (i) the declaration that an Initial Public
Offering is effective, or (ii) the time immediately prior to the consummation of a Change of Control (as defined in the Agreement).
		
	Settlement Date:	  	Except as provided by the Agreement, the Settlement Date with respect to each Unit shall be the Vesting Date applicable to such Unit; provided, however, that if the Liquidity Event Condition is satisfied by an
effective Initial Public Offering, then the Settlement Date for any Unit that becomes a Vested Unit prior to the lapsing of any lock-up period described in Section 13 of the Agreement shall be the first
to occur of (i) the date on which such lock-up period lapses and (ii) a date determined by the Board, which shall be no later than the 15th day of the third month following the end of
the Applicable Year in which the Unit becomes a Vested Unit. For this purpose, “Applicable Year” means the calendar year or the Company’s fiscal year, whichever year ends
later.














			
	Accelerated Vesting:	  	Notwithstanding any other provision contained in this Notice of Grant or the Agreement, the vesting of the Units shall accelerate in full if Participant is terminated by the Company or its successor without Cause (as defined in the
Plan) or if Participant resigns for Good Reason (as defined below) within three months prior to, or [twelve] [eighteen] months following, a Change in Control (as defined in the Plan). [18 months for CEO, CFO and Chief Commercial Officer; 12 months
for all SVPs. Acceleration provision to be deleted for employees with titles below SVP.]
		
	Good Reason:	  	“Good Reason” means Participant’s resignation following the occurrence of one or more of the following without Participant’s consent: (i) the permanent
non-voluntary relocation of Participant’s principal place of employment to a place more than 30 miles away from the location at which Participant is based on the date hereof; (ii) a material
diminution in Participant’s base compensation or bonus opportunity, as a percentage of Participant’s base salary immediately before the such reduction; or (iii) a material diminution in Participant’s authority, title,
duties, reporting status, powers or responsibilities with the entity employing Participant. In order to resign for Good Reason, Participant will be required to provide written notice of intent to resign for Good Reason within 60 days following the
occurrence of the event that is alleged to constitute Good Reason, the entity employing Participant shall have 30 days from the delivery of such written notice by Participant to cure any acts constituting Good Reason, and, if not timely cured, such
Participant’s resignation must be effective no later than 30 days after the expiration of such cure period.

 By their signatures below, the Company and the Participant agree that the Award is governed by this Grant Notice and by the
provisions of the Plan and the Agreement, both of which are made a part of this document. The Participant acknowledges receipt of copies of the Plan and the Agreement, represents that the Participant has read and is familiar with their provisions,
and hereby accepts the Award subject to all of their terms and conditions. 
  

									
	BIGCOMMERCE HOLDINGS, INC.	 		 	    	 	PARTICIPANT
					
	By:	 	              
	 		 		 	              

		 	[Officer Name]	 		 		 	Signature
		 	[Officer Title]	 		 		 	  

		 		 		 		 	Date
	Address:	 		 		 	  

		 		 		 		 	Address
		 		 		 		 	  


  

			
	ATTACHMENTS:	 	BigCommerce Holdings, Inc. 2013 Stock Plan, as amended, and Restricted Stock Units Agreement


  
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