EX-10.4





 Exhibit 10.4 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 As Adopted on October 19, 2018 

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose
present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the ’Company’s future performance through Awards. Capitalized terms
not defined in the text are defined in Section 24 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan
that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code (“Section 25102(o)”). Any requirement of this Plan that is required in law only
because of Section 25102(o) need not apply if the Committee so provides. 
 2. SHARES SUBJECT TO THE PLAN. 

2.1 Number of Shares Available. Subject to Sections 2.2 and 19 hereof, the total number of Shares reserved and available
for grant and issuance pursuant to this Plan will be 1,726,568 Shares, which is the number of Shares that remain available for grants under the Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”) as of
September 30, 2018. Subject to Sections 2.2, 5.10 and 19 hereof, Shares subject to Awards previously granted under the 2008 Plan that, on or after September 30, 2018, or the Plan that, (i) are withheld upon exercise of an Option
or settlement of an Award to cover the exercise price or tax withholding; (ii) are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued,
will again be available for grant and issuance in connection with future Awards under this Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards
granted and outstanding under this Plan. 
 2.2 Adjustment of Shares. Subject to Section 19 hereof, if, as a result
of any stock dividend, reorganization, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, the outstanding Shares are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are
distributed with respect to such Shares or other securities, in each case, without receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the
outstanding Shares are converted into or exchanged for other securities of the 












 
Company or any successor entity (or a parent or subsidiary thereof), then (a) the number of Shares reserved for issuance under this Plan and the ISO Maximum, (b) the Exercise Prices of
and number of Shares subject to outstanding Options, (c) the Purchase Prices of and number of Shares subject to other outstanding Awards, and (d) the number and kind of Shares or other securities subject to any then outstanding Awards
under the Plan, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will
either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to
below the par value of the Shares. 
 3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to
employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and other Awards may be granted to employees, officers, directors and
consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants are natural persons that render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the ’Company’s securities. A person may be granted more than one Award under this Plan. 

4. ADMINISTRATION. 

4.1 Committee Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the
Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to: 

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

 (b) at any time, prescribe, adopt, amend, expand and rescind or terminate rules and regulations relating to this Plan;

 (c) approve persons to receive Awards; 

(d) determine the time or times of grant; 

(e) determine the form and terms of Awards; 

(f) determine the number of Shares or other consideration subject to Awards under this Plan; 

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives
to, other Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; 












 (h) grant waivers of any conditions of this Plan or any Award or impose any
limitations on Awards, including limitations on transfers, repurchase provisions and the like, and exercise repurchase rights or obligations; 

(i) determine the terms of vesting, exercisability and payment of Awards under this Plan; 

(j) accelerate at any time the exercisability or vesting of all or any portion of any Award; 

(k) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any
Exercise Agreement or any Restricted Stock Purchase Agreement; 
 (l) determine whether an Award has been earned; 

(m) determine and, subject to Section 20, modify from time to time the terms and conditions, including restrictions, not
inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and Participants, and approve the form of Award Agreements; 

(n) decide all disputes arising in connection with the Plan; make all other determinations necessary or advisable for the
administration of this Plan; and otherwise supervise the administration of the Plan; 
 (o) exercise its discretion to reduce
the exercise price of outstanding Options or effect repricing through cancellation of outstanding Options and by granting such holders new Awards in replacement of the cancelled Options; 

(p) in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or
other individuals eligible for Awards: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify
the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee
determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share
limitation contained in Section 2.1 hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory
exemptions or approvals; and 












 (q) subject to Section 5.3 and any restrictions imposed by
Section 409A of the Code, extend the vesting period beyond a ’Participant’s Termination Date. 
 4.2 Committee
Discretion. Unless in contravention of any express terms of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or
(b) subject to Section 5.9 hereof, at any later time. Any such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. Subject to applicable law, the Committee may delegate
to one or more officers of the Company the authority to grant an Award under this Plan to non-officer recipients, provided such officer or officers are members of the Board; provided, however, that the
resolution so authorizing the delegation to such officer(s) shall contain a limit on the number of Awards the officer(s) may so award. Any such delegation by the Committee shall also provide that the officer(s) may not grant Awards to himself or
herself. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan. Neither the Board
nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee
(and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect
from time to time and/or any indemnification agreement between such individual and the Company. 
 5. OPTIONS. The
Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified
Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the
following: 
 5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement
which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time
to time approve, and which will comply with and be subject to the terms and conditions of this Plan. To the extent that any Option does not qualify as an ISO, it shall be deemed a NQSO. 

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant
such Option, unless a later date is otherwise specified by the Committee, The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 












 5.3 Exercise Period. Options may be exercisable immediately; provided,
that Shares issued upon such exercise shall be subject to a vesting schedule identical to the vesting schedule of the related Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan subject to repurchase pursuant to
Section 12 hereof, and the Participant may be required to enter into an additional or new Award Agreement as a condition to exercise of such Option. Options may be exercisable within the times or upon the events determined by the Committee as
set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a
person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Shareholder”) will be exercisable
after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of
Shares as the Committee determines. A Participant shall have the rights of a stockholder only as to Shares acquired upon the exercise of an Option and not as to unexercised Options. A Participant shall not be deemed to have acquired any Shares
unless and until an Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the Participant’s name has been entered on the books of the Company as a stockholder. 

5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and
shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Shareholder will not be less than
one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 8 hereof. 

5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise
agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (a) the number of Shares being purchased, (b) the
restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number
of Shares being purchased. 












 5.6 Termination. Subject to earlier termination pursuant to
Sections 19 and 22 hereof and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: 

(a) If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may
exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as
to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (with any exercise beyond three (3) months after the Termination
Date deemed to be an NQSO) but in any event, no later than the expiration date of the Options. 
 (b) If the Participant is
Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are
exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to
all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (with any exercise beyond (i) three (3) months after the
Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination Date when the Termination
is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options. 

(c) If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an
extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by
the Committee, 
 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may
be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to
which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for
the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become













 
exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 20 hereof)
to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such
amendment. 
 5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO
that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent
of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to
reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any. 

5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any
Participant’s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance)
under the Plan upon exercise of ISOs exceed 17,265,680 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the “ISO Maximum”). 

6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are
subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following: 
 6.1 Form of Restricted Stock Award. All purchases
under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase
Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase
Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 












 6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 8 hereof, 

6.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set forth in Section 12 hereof or such
other restrictions not inconsistent with Section 25102(o) of the California Corporations Code. 
 7. RESTRICTED STOCK
UNITS. 
 7.1 Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible
person under Section 3 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing
services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, achievement of pre-established performance goals and objectives and/or other such criteria as
the Committee may determine. Upon the grant of Restricted Stock Units, the Participant and the Company shall enter into an Award Agreement (“Restricted Stock Unit Agreement”). The terms and conditions of each such Restricted
Stock Unit Agreement shall be determined by the Committee and may differ among individual Awards and Participants. Unless otherwise provided in the Restricted Stock Unit Agreement, on or promptly following the vesting date or dates applicable to any
Restricted Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or Shares, as specified in the Restricted Stock Unit
Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of. 
 7.2
Termination. Except as may otherwise be provided by the Committee either in the Restricted Stock Unit Agreement or in writing after the Restricted Stock Unit Agreement is issued, a Participant’s right in all Restricted Stock
Units that have not vested shall automatically terminate upon the Participant’s Termination. 
 8. PAYMENT FOR SHARE
PURCHASES. 
 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check or
wire transfer of immediately available funds) or, where expressly approved for the Participant by the Committee and where permitted by law: 

(a) by cancellation of indebtedness of the Company owed to the Participant; 












 (b) by surrender of shares of the Company that: (i) either (A) for
which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such
shares) or (B) were obtained by Participant in the public market, to the extent required to avoid variable accounting treatment under ASC Topic 718 or other applicable accounting rules, and (ii) are clear of all liens, claims, encumbrances
or security interests; 
 (c) by tender of a full recourse promissory note having such terms as may be approved by the
Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares
with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in
cash or other legal consideration permitted by Delaware General Corporation Law; 
 (d) by waiver of compensation due or
accrued to the Participant from the Company for services rendered; 
 (e) with respect only to purchases upon exercise of an
Option, and provided that a public market for the Company’s stock exists: 
 (i) through a “same day sale”
commitment from the Participant and a broker-dealer that is a member of a financial industry regulatory authority, such as the New York Stock Exchange (each, a “Dealer”), whereby the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 

(ii) through a “margin” commitment from the Participant and a Dealer whereby the Participant irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the Dealer in a margin account as security for a loan from the Dealer in the amount of the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to
forward the total Exercise Price directly to the Company; 
 (f) only with respect to Options that are not ISO, by a
“net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or 

(g) by any combination of the foregoing. 












 8.2 Loan Guarantees. The Committee may, in its sole discretion, elect
to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 

9. WITHHOLDING TAXES. 

9.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company
may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements. 

9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the
exercise, vesting or settlement of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion cause the withholding tax obligation to
be satisfied by the Company withholding from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the amount required to be withheld, determined on the date that the amount of tax to be withheld is to be
determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. 

10. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any of the rights of a stockholder with respect to any Shares
until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all
dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 12 hereof. For Participants with Restricted Stock Units, a Participant shall have the rights of a stockholder only as to Shares, if any,
acquired upon settlement of Restricted Stock Units and a Participant shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Award
Agreement, the Company shall have issued and delivered a certificate representing the Shares to the Participant (or transferred on the records of the Company with respect to uncertificated stock), and the Participant’s name has been entered in
the books of the Company as a stockholder. 












 11. TRANSFERABILITY. Except as permitted by the Committee, Awards
granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary
trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240,16a-1(e), and may not
be made subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be
made only by the Participant or Participant’s legal representative. 
 12. RESTRICTIONS ON SHARES. 

12.1 Right of First Refusal. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s)
in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party and which transfer has been permitted by written approval of the Committee or the Board,
provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

12.2 Right of Repurchase. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in
the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time. 

12.3 No Transfers. Subject to Sections 12.1 and 12.2, any holder of Shares issued hereunder may not may not sell,
assign, transfer, pledge, encumber or in any manner dispose of any of such Shares, whether voluntarily or by operation of law, or by gift or otherwise, other than by means of a Permitted Transfer (as defined below). If any provision(s) of any
agreement(s) currently in effect by and between the Company and the holder (the “Stockholder Agreement(s)”) conflicts herewith, this Section shall govern, and the remaining provision(s) of the Stockholder Agreement(s) that do not conflict
with this Section shall continue in full force and effect. For purposes hereof, a “Permitted Transfer” shall mean any of the following: 

(a) any transfer by the holder of any or all of the Shares to the Company; 

(b) any transfer by the holder of any or all of the Shares to the holder’s immediate family or a trust for the benefit of
the holder or the holder’s immediate family; 
 (c) any transfer by the holder of any or all of the Shares effected
pursuant to the holder’s will or the laws of intestate succession; 
 (d) any transfer of Shares permitted by written
approval of the Committee or the Board. 












 Any transfer of Shares shall be null and void unless the terms, conditions and provisions of
this Section 12.3 are strictly observed and followed. The foregoing restriction on transfer set forth in this Section 12.3 shall lapse upon the earlier of (i) on any transfer or conversion of Shares made pursuant to a statutory merger
or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934,
as amended, or (ii) immediately prior to the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

13. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock
transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be listed or quoted. 
 14. ESCROW: PLEDGE OF
SHARES. To enforce any restrictions on a Participant’s Shares set forth in Section 12 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit
with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional
forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In
connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory note is paid. 
 15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may,
at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. Although this Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code.
Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply with respect to a particular Award if the Committee so provides. An Award will not be effective unless such Award is in compliance with all
applicable federal and state securities laws, 












 
rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect
on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to
(a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state
or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration,
qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 

17. SECTION 409A AWARDS. To the extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time. In this regard, if any
amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is considered a “specified employee” (within the meaning of Section 409A), then no such
payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service, or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent
such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any Participant under the Plan or any
other person with respect to any penalties or taxes under Section 409A of the Code that are, or may be, imposed with respect to any Award. 

18. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer
on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s
employment or other relationship at any time, with or without Cause. 
 19. CORPORATE TRANSACTIONS. 

19.1 Assumption or Replacement of Awards by Successor or Acquiring Company. In the event of (a) a dissolution or
liquidation of the Company, (b) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”) in which the Company is a constituent corporation or
is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities that are held by an Acquiring
Stockholder (defined below)) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation) if the surviving corporation is owned by the
together possess at 












 
least fifty percent (50%) of the total voting power of all securities of such surviving corporation (or its parent corporation, if applicable) that are outstanding immediately after the
consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Stockholder; or (c) a sale of all or substantially all of the assets of
the Company, that is followed by the distribution of the proceeds to the Company’s stockholders, any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption,
conversion or replacement will be binding on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders
of the Company (after taking into account the existing provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 19.1. For
purposes of this Section 19.1, an “Acquiring Stockholder” means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls
a majority of another corporation that merges or combines with the Company in such combination transaction. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above,
pursuant to a transaction described in this Section 19.1, then notwithstanding any other provision in this Plan to the contrary, such Awards will expire on such transaction at such time and on such conditions as the Board will determine. 

19.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of
this Section 19, in the event of the occurrence of any transaction described in Section 19.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan of reorganization, merger, consolidation,
dissolution, liquidation or sale of assets. 
 19.3 Assumption of Awards by the Company. The Company, from time to time,
also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under this Plan in substitution of such other
company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder
of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the
terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In
the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 












 20. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective
on the date that it is adopted by the Board (the “Effective Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve
(12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this Plan;
(b) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (c) in the event that initial stockholder
approval is not obtained within the time period provided herein, all Awards for which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be canceled, any Shares issued
pursuant to any such Award shall be canceled and any purchase of such Shares issued hereunder shall be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided by
Section 25102(o) can apply) granted pursuant to an increase in the number of Shares approved by the Board which increase is not approved by stockholders within the time then required under Section 25102(o) shall be canceled, any Shares
issued pursuant to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded. 
 21.
TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of stockholder approval. This Plan and all agreements hereunder
shall be governed by and construed in accordance with the laws of the State of California. 
 22. AMENDMENT OR TERMINATION OF
PLAN. Subject to Section 5.9 hereof, the Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) of the California Corporations Code or the
Code or the regulations promulgated thereunder as such provisions apply to ISO plans. 
 23. NONEXCLUSIVITY OF THE PLAN.
Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements maybe either generally applicable or applicable
only in specific cases. 
 24. DEFINITIONS. As used in this Plan, the following terms will have the following meanings:

 “Award” means any award under this Plan, including any Option, Restricted Stock Award, or Restricted Stock Units.













 “Award Agreement” means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the terms and conditions of the Award, including the Stock Option Agreement, Restricted Stock Purchase Agreement, Stock Agreement and Restricted Stock Unit Agreement. 

“Board” means the Board of Directors of the Company. 

“Cause” means Termination because of (a) any willful, material violation by the Participant of any law or
regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of
a common law fraud, (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (c) any material
breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director
or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer,
director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company
or a Parent or Subsidiary of the Company and the Participant, 
 Participant’s disregard of the policies of the Company or any Parent
or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (e) any other misconduct by the Participant which is materially injurious to
the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company, 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee created and appointed by the Board to administer this Plan, or if no committee is
created and appointed, the Board. 
 “Company” means Couchbase, Inc., or any successor corporation. 

“Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.

 “Exercise Price” means the price per Share at which a holder of an Option may purchase Shares issuable upon
exercise of the Option. 












 “Fair Market Value” means, as of any date, the value of a share of
the Company’s Common Stock determined as follows: 
 (a) if such Common Stock is then publicly traded on a national
securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; 

(b) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading
on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Committee
may determine); or 
 (c) if none of the foregoing is applicable to the valuation in question, by the Committee in good
faith. 
 “Option” means an award of an option to purchase Shares pursuant to Section 5 of this Plan. 

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company
if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

“Participant” means a person who receives an Award under this Plan. 

“Plan” means this Couchbase, Inc. 2018 Equity Incentive Plan, as amended from time to time. 

“Purchase Price” means the price at which a Participant may purchase Restricted Stock in connection with this Plan.

 “Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award under this Plan. 

“Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof. 

“Restricted Stock Unit” means an Award of phantom stock units to a Participant, which may be settled in cash or Shares
as determined by the Committee, pursuant to Section 7. 
 “SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended. 
 “Shares” means shares of
the Company’s Common Stock, $0.0001 par value, reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 19 hereof, and any successor security. 












 “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. 
 “Termination” or “Terminated”
means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant
will not be deemed to have ceased to provide services in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more than ninety (90) days (a) unless
reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the
Company’s Board and issued and promulgated in writing. In the case of any Participant on sick leave, military leave or an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on
leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). 

“Unvested Shares” means “Unvested Shares” as defined in the Award
Agreement for an Award. 
 “Vested Shares” means “Vested Shares”
as defined in the Award Agreement. 












 No. 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the
“Date of Grant”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). 

 

			
	Participant:	 	  

	Social Security Number:	 	  

	Total Option Shares:	 	  

	Exercise Price Per Share:	 	  

	Date of Grant:	 	  

	First Vesting Date:	 	  

	Expiration Date:	 	
		
	Type of Stock Option:	 	  

 



 1. GRANT OF OPTION. The Company hereby grants to Participant an option
(this “Option”) to purchase the total number of shares of Common Stock, $0.00001 par value per share, of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per
Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an
“incentive stock option” (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), except that if on the date of grant the Participant
is not eligible to receive an ISO, then this Option shall be a “nonqualified stock option” (the “NQSO” or “NSO”). 

2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. Provided Participant continues to provide services to the Company or any
Subsidiary or Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set
forth on the first page of this Agreement (the “First Vesting Date”); (ii) on the First Vesting Date the Option will become vested and exercisable as to 1/4th of the Shares; and (iii) thereafter at the end of each 












 
full succeeding calendar month the Option will become vested and exercisable as to 1/48th of the Shares until the Shares are vested with respect to all of the Shares. If application of the
vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the
full remainder of the Shares. [Notwithstanding the foregoing, 100% of the Shares will become immediately vested and exercisable upon Participant’s death, subject to Participant’s continuous service with the Company or any Subsidiary
or Parent of the Company until the date of such death.][1] 
 2.2
Vesting of Options. Shares that are vested pursuant to the schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in
Section 2.1 are “Unvested Shares.” 
 2.3 Accelerated Vesting for Change in
Control. Upon a Change in Control and if, during the period of time commencing thirty (30) days prior to the execution of a definitive agreement providing for the consummation of such Change in Control and ending on the first
anniversary of the consummation of such Change in Control, your employment with the Company is terminated by the Company other than for Cause or you resign for Good Reason, then subject to your delivery of an effective release of claims in favor of
the Company and its affiliates and effective as of such termination, one hundred percent (100%) of the shares described above subject to your option that remain unvested as of such termination will immediately become vested at the time of such
termination. In addition, if, in connection with a Change in Control, you are offered a similar position in a division of the acquirer (as integrated into the acquiring company), (such role a “Divisional Role”), then, subject to your
delivery of an effective release of claims in favor of the Company and its affiliates and effective as of immediately prior to the consummation of such Change in Control, twenty-five (25%) of the shares described above subject to your option that
remain unvested as of such Change in Control will become vested as of immediately prior to such Change in Control. For purposes of this Agreement: 

(a) “Change in Control” means (a) any transaction or series of related transactions resulting in a
liquidation, dissolution or winding up of the Company, (b) a sale of all or substantially all of the assets of the Company, (c) any sale or exchange of the capital stock of the Company by the stockholders of the Company in one transaction
or a series of related transactions where more than 50% of the outstanding voting power of the Company is acquired by a person or entity or group of related persons or entities (other than pursuant to a recapitalization of the Company solely with
its equity holders) or (d) any merger or consolidation (each, a “combination transaction” ), in which the Company is a constituent entity or is a party with another entity if, as a result of such combination transaction,
in one transaction or series of related transactions, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities that are held by an “Acquiring
Stockholder,” as defined below) do not represent, or are not converted into, securities of the surviving entity in such combination transaction (or such surviving entity’s parent entity if the surviving entity is owned by the parent) that,
immediately after the consummation of such combination transaction, together possess at least a majority of the total voting power of all voting securities of such surviving entity (or its parent, if applicable) that are outstanding immediately
after the consummation of such combination transaction, 












 including securities of such surviving entity (or its parent, if applicable) that are held by the Acquiring
Stockholder. For purposes of this paragraph, an “Acquiring Stockholder” means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or
(ii) directly or indirectly owns or controls a majority of the voting power of another entity that merges or combines with the Company in such combination transaction; 

(b) “Cause” means any of the following: (a) you willfully engage in conduct that is in bad faith and materially
injurious to the Company, including but not limited to, fraud, embezzlement, or unauthorized use or discloser of the Company’s confidential information or trade secrets; (b) you commit a material breach of any written agreement between you
and the Company that causes harm to the Company, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from the Company (c) you willfully refuse to implement or follow a
directive by Board, directly related to your duties, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to you from the Company; (d) you engage in material misfeasance or
malfeasance demonstrated by a continued pattern of material failure to perform the essential job duties associated with your position, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such
breach to you from the Company, or (e) your conviction or, your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof; 

(c) “Good Reason” means any of the following actions by the Company without your written consent:
(a) a material reduction in your duties or responsibilities as compared to your position prior to the Change in Control; (b) the requirement that you change your principal office to a facility more than thirty (30) miles from the
facility at which you are employed prior to such a change, or (c) a material reduction in your annual base salary and commission target or a material reduction in your employee benefits (e.g. medical, dental, insurance, short- and long-term
disability insurance and 401(k) retirement plan benefits, collectively, the “Employee Benefits”) to which you are entitled immediately prior to such reduction. 

2.4 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in
Section 3 below or pursuant to Section 5.6 of the Plan. 
 3. TERMINATION. 

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason,
except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the
Termination Date, but in any event no later than the Expiration Date. 
 3.2 Termination Because of Death or
Disability. If Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant’s Disability or for
Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, 












 
may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration
Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code; or
(ii) twelve (12) months after the Termination Date when the termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. 

3.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such
Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time
and on such conditions as are determined by the Committee. 
 3.4 No Obligation to Employ. Nothing in the
Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary
of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 
 4.
MANNER OF EXERCISE. 
 4.1 Stock Option Exercise Agreement. To exercise this Option,
Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the
form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s
election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access
to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that
such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant. 

4.2 Limitations on Exercise. The Option may not be exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as they are in effect on the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then
exercisable. 
 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise
Price for the shares being purchased in cash (by check or wire transfer of immediately available funds), or where permitted by law: 












 (a) by surrender of shares of the Company’s Common Stock that (i) either (A) the
Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or
(B) were obtained by Participant in the open public market, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules; and (ii) are clear of all liens, claims, encumbrances or security
interests; 
 (b) by waiver of compensation due or accrued to Participant for services rendered; 

(c) provided that a public market for the Company’s stock exists: (i) through a “same day sale” commitment from
Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a “margin” commitment
from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total
Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 

(d) any other form of consideration approved by the Committee; or 

(e) by any combination of the foregoing. 

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or
provide for any applicable federal, state and local withholding obligations of the Company. Participant authorizes the Company to withhold any of such amounts from any other payments made or due from the Company to the Participant. If the
Committee permits, the payment of withholding taxes upon exercise of the Option may be made by the Company retaining the minimum number of Shares with a Fair Market Value equal to the amount of taxes required to be withheld; but in no event will the
Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares
issuable upon exercise. 
 4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form
and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall deliver certificates
representing the Shares with the appropriate legends affixed thereto. 












 5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO
SHARES. If the Option is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, and
(ii) the date one (1) year after transfer of such Shares to Participant upon exercise of the Option, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject
to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in cash or out of the current wages or other compensation payable to Participant. 

6. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with
Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any provision of this Agreement that is inconsistent with Section 25102(o) or any regulations relating thereto shall, without further act or
amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any regulations relating thereto. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance
by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. 

7. NONTRANSFERABILITY OF OPTION. The Option may not be transferred in any manner other than by will or
by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate
family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Participant only by Participant or in the event of Participant’s incapacity, by
Participant’s legal representative. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. 

8. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by Participant or any transferee of
such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s)
shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the “Right of First Refusal”). The Company’s Right
of First Refusal will terminate when the Company’s securities become publicly traded. 
 9. TAX
CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 

9.1 Exercise of ISO. If the Option qualifies as an ISO, there will be no regular federal or California income
tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes
and may subject the Participant to the alternative minimum tax in the year of exercise. 












 9.2 Exercise of Nonqualified Stock Option. If the Option
does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant’s
compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. 

9.3 Disposition of Shares. The following tax consequences may apply upon disposition of the Shares. 

(a) Incentive Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares
pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax
purposes. If Vested Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income
rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were exercised prior to vesting coincident with the
filing of an 83(b) Election, the amount taxed because of a disqualifying disposition will be based upon the excess, if any, of the fair market value on the date of vesting over the exercise price. 

(b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the
Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. 
 (c)
Withholding. The Company may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 

10. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a stockholder with
respect to any Shares until the Shares are issued to Participant. 
 11. GENERAL PROVISIONS 

11.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by
Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 












 11.2 Entire Agreement. The Plan is incorporated
herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 

11.3 Notices. Any notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices or to its facsimile or telecopier number specified below. Any notice required to be given or delivered to Participant shall
be in writing and addressed to Participant at the address, facsimile, telecopier, or e-mail indicated below or to such other address, facsimile, telecopier, or e-mail as
such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, telecopier, or e-mail. 
 11.4 Successors and Assigns. The Company may assign any of its
rights under this Agreement, including its rights to purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this
Agreement, except with the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 

11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California.

11.6 Acceptance. Participant hereby acknowledges receipt of a copy of the Plan and this
Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax
consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition. 

11.7 Further Assurances. The parties agree to execute such further documents and instruments and
to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 
 11.8
Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise
specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement. 












 11.9 Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 

11.10 Severability. If any provision of this Agreement is determined by any court or
arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so
enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this
Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 

11.12 Facsimile/Electronic Signatures. This Agreement may be executed and delivered by
facsimile or electronically (by e-mail) and upon such delivery the facsimile (or electronic) signature will be deemed to have the same effect as if the original signature had been delivered to the other
party.
 11.13 Waiver of Statutory Information Rights. Participant understands and agrees that,
but for the waiver made herein, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its
stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such
rights, and any and all such other rights of Participant as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be
exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim,
action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to
any contractual inspection rights of Participant under any other written agreement between Participant and the Company. 
 IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. 













			
	COUCHBASE, INC.
		
	By:	 	
                     
                                         
           

	
	 Greg Henry

	
	 Chief Financial Officer

	
	Address:
	
	Couchbase, Inc.
	
	3250 Olcott Street
	
	Santa Clara, CA 95054
	
	Facsimile:
	
	[***]

 The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Sections 11 and
12 thereof, and understands that this Option is subject to the terms of the Plan and of this Agreement.
  

			
	PARTICIPANT
		
	By:	 	  

	
	Address:
	
	  

	
	  

	
	  

	
	Email:
	
	  














 No. 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the
“Date of Grant”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). 

 

			
	Participant:	  	  

	Social Security Number:	  	  

	Total Option Shares:	  	  

	Exercise Price Per Share:	  	  

	Date of Grant:	  	  

	First Vesting Date:	  	  

	Expiration Date:	  	
		  	  

	Type of Stock Option:	  	  



 1. GRANT OF OPTION. The Company hereby
grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock, $0.00001 par value per share, of the Company set forth above as Total Option Shares (the
“Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock
Option above, the Option is intended to qualify as an “incentive stock option” (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”), except that if on the date of grant the Participant is not eligible to receive an ISO, then this Option shall be a “nonqualified stock option” (the “NQSO” or
“NSO”). 
 2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. Provided Participant continues to provide services to the Company or any
Subsidiary or Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set
forth on the first page of this Agreement (the “First Vesting Date”); (ii) on the First Vesting Date the Option will become vested and exercisable as to 1/4th of the Shares; and (iii) thereafter at the end of each full













 succeeding calendar month the Option will become vested and exercisable as to 1/48th of the Shares until the
Shares are vested with respect to all of the Shares. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting
period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. [Notwithstanding the foregoing, 100% of the Shares will become immediately vested and exercisable upon Participant’s death,
subject to Participant’s continuous service with the Company or any Subsidiary or Parent of the Company until the date of such death.][1] 

2.2 Vesting of Options. Shares that are vested pursuant to the schedule set forth in Section 2.1 are
“Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.” 

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in
Section 3 below or pursuant to Section 5.6 of the Plan. 
 3. TERMINATION. 

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason,
except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the
Termination Date, but in any event no later than the Expiration Date. 
 3.2 Termination Because of Death or
Disability. If Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant’s Disability or for
Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in
any event no later than the Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of
Section 22(e)(3) of the Code; or (ii) twelve (12) months after the Termination Date when the termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. 

3.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such
Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time
and on such conditions as are determined by the Committee. 
 3.4 No Obligation to Employ. Nothing in the
Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary
of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 












 4. MANNER OF EXERCISE. 

4.1 Stock Option Exercise Agreement. To exercise this Option, Participant (or in the case of exercise after
Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in
such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the
number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the
Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to
exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant. 

4.2 Limitations on Exercise. The Option may not be exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as they are in effect on the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then
exercisable. 
 4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise
Price for the shares being purchased in cash (by check or wire transfer of immediately available funds), or where permitted by law: 
 (a) by
surrender of shares of the Company’s Common Stock that (i) either (A) the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of
a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Participant in the open public market, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable
accounting rules; and (ii) are clear of all liens, claims, encumbrances or security interests; 
 (b) by waiver of compensation due or
accrued to Participant for services rendered; 
 (c) provided that a public market for the Company’s stock exists: (i) through a
“same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and
to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through
a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 












 (d) any other form of consideration approved by the Committee; or 

(e) by any combination of the foregoing. 

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or
provide for any applicable federal, state and local withholding obligations of the Company. Participant authorizes the Company to withhold any of such amounts from any other payments made or due from the Company to the Participant. If the
Committee permits, the payment of withholding taxes upon exercise of the Option may be made by the Company retaining the minimum number of Shares with a Fair Market Value equal to the amount of taxes required to be withheld; but in no event will the
Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares
issuable upon exercise. 
 4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form
and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall deliver certificates
representing the Shares with the appropriate legends affixed thereto. 
 5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO
SHARES. If the Option is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, and
(ii) the date one (1) year after transfer of such Shares to Participant upon exercise of the Option, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject
to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in cash or out of the current wages or other compensation payable to Participant. 

6. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with
Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any provision of this Agreement that is inconsistent with Section 25102(o) or any regulations relating thereto shall, without further act or
amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any regulations relating thereto. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance
by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. 












 7. NONTRANSFERABILITY OF OPTION. The Option may not
be transferred in any manner other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of
the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Participant only by Participant or in the event
of Participant’s incapacity, by Participant’s legal representative. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. 

8. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by Participant or any transferee of
such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s)
shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the “Right of First Refusal”). The Company’s Right
of First Refusal will terminate when the Company’s securities become publicly traded. 
 9. TAX
CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 

9.1 Exercise of ISO. If the Option qualifies as an ISO, there will be no regular federal or California income
tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes
and may subject the Participant to the alternative minimum tax in the year of exercise. 
 9.2 Exercise of Nonqualified
Stock Option. If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable
at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to
withhold from Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. 

9.3 Disposition of Shares. The following tax consequences may apply upon disposition of the Shares. 












 (a) Incentive Stock Options. If the Shares are held for more than twelve
(12) months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term
capital gain for federal and California income tax purposes. If Vested Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates in the year of the disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were
exercised prior to vesting coincident with the filing of an 83(b) Election, the amount taxed because of a disqualifying disposition will be based upon the excess, if any, of the fair market value on the date of vesting over the exercise
price. 
 (b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of
purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. 

(c) Withholding. The Company may be required to withhold from the Participant’s compensation or collect from the Participant
and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 
 10.
PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Participant. 

11. GENERAL PROVISIONS 

11.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by
Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 

11.2 Entire Agreement. The Plan is incorporated herein by reference. This Agreement and the Plan
constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 

11.3 Notices. Any notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices or to its facsimile or telecopier number specified below. Any notice required to be given or delivered to Participant shall
be in writing and addressed to Participant at the address, facsimile, telecopier, or e-mail indicated below or to such other address, facsimile, telecopier, or e-mail as
such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, telecopier, or e-mail. 
 11.4 Successors and Assigns. The Company may assign any of its
rights under this Agreement, including its rights to purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this
Agreement, except with the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 












 11.5 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California.

11.6 Acceptance. Participant hereby acknowledges receipt of a copy of the Plan and this
Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax
consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition. 

11.7     Further Assurances. The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

11.8     Titles and Headings. The titles, captions and headings of this
Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean
“sections” and “exhibits” to this Agreement. 
 11.9    
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

 11.10 Severability. If any provision of this Agreement is determined by any court or
arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so
enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this
Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 

11.12 Facsimile/Electronic Signatures. This Agreement may be executed and delivered by
facsimile or electronically (by e-mail) and upon such delivery the facsimile (or electronic) signature will be deemed to have the same effect as if the original signature had been delivered to the other
party.
 11.13 Waiver of Statutory Information Rights. Participant understands and agrees that,
but for the waiver made herein, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its
stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances 












 and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such
rights, and any and all such other rights of Participant as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be
exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim,
action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to
any contractual inspection rights of Participant under any other written agreement between Participant and the Company. 
 IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. 

 

			
	COUCHBASE, INC.


			
		
	By:	 	  



			
	
	 Greg Henry

	
	 Chief Financial Officer



			
		
	Address:	 	
	
	 Couchbase, Inc.

2440 W. El Camino Real Suite 101

	Mountain View, CA 94040
	
	Facsimile:
	
	[***]

 The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Sections 11 and
12 thereof, and understands that this Option is subject to the terms of the Plan and of this Agreement.
  

			
	PARTICIPANT
		
	By:	 	  

	
	Address:
	
	  

	
	  

	
	  

	
	Email:
	
	  














 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN 












 COUCHBASE, INC. 

2018 EQUITY INCENTIVE PLAN 

As Adopted on October 19, 2018 

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose
present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through Awards. Capitalized terms not
defined in the text are defined in Section 24 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do
not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code (“Section 25102(o)”). Any requirement of this Plan that is required in law only because of
Section 25102(o) need not apply if the Committee so provides. 
 2. SHARES SUBJECT TO THE PLAN 

2.1 Number of Shares Available. Subject to Sections 2.2 and 19 hereof, the total number of Shares reserved and available
for grant and issuance pursuant to this Plan will be 1,726,568 Shares, which is the number of Shares that remain available for grants under the Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”) as of
September 30, 2018. Subject to Sections 2.2, 5.10 and 19 hereof, Shares subject to Awards previously granted under the 2008 Plan that, on or after September 30, 2018, or the Plan that , (i) are withheld upon exercise of an Option or
settlement of an Award to cover the exercise price or tax withholding; (ii) are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued,
will again be available for grant and issuance in connection with future Awards under this Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards
granted and outstanding under this Plan. 
 2.2 Adjustment of Shares. Subject to Section 19 hereof, if, as a result
of any stock dividend, reorganization, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, the outstanding Shares are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are
distributed with respect to such Shares or other securities, in each case, without receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the
outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), then (a) the number of Shares reserved for issuance under this Plan and the ISO Maximum,
(b) the Exercise Prices of and number of Shares subject to outstanding Options, (c) the Purchase Prices of and number of Shares subject to other outstanding Awards, and (d) the number and kind of Shares or other securities subject to
any then 












 
outstanding Awards under the Plan, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided,
further, that the Exercise Price of any Option may not be decreased to below the par value of the Shares. 
 3.
ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in
Section 5 hereof) and other Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants are natural persons that render bona fide services not in
connection with the offer and sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. A person may be granted more than one Award under this Plan. 

4. ADMINISTRATION 

4.1 Committee Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the
Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to: 

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; 

(b) at any time, prescribe, adopt, amend, expand and rescind or terminate rules and regulations relating to this Plan; 

(c) approve persons to receive Awards; 

(d) determine the time or times of grant; 

(e) determine the form and terms of Awards; 

(f) determine the number of Shares or other consideration subject to Awards under this Plan; 

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other
Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; 












 (h) grant waivers of any conditions of this Plan or any Award or impose any limitations on
Awards, including limitations on transfers, repurchase provisions and the like, and exercise repurchase rights or obligations; 
 (i)
determine the terms of vesting, exercisability and payment of Awards under this Plan; 
 (j) accelerate at any time the exercisability or
vesting of all or any portion of any Award; 
 (k) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any
Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement; 
 (l) determine whether an Award has been
earned; 
 (m) determine and, subject to Section 20, modify from time to time the terms and conditions, including restrictions, not
inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and Participants, and approve the form of Award Agreements; 

(n) decide all disputes arising in connection with the Plan; make all other determinations necessary or advisable for the administration of
this Plan; and otherwise supervise the administration of the Plan; 
 (o) exercise its discretion to reduce the exercise price of
outstanding Options or effect repricing through cancellation of outstanding Options and by granting such holders new Awards in replacement of the cancelled Options; 

(p) in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals
eligible for Awards: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such
actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in
Section 2.1 hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals; and 

(q) subject to Section 5.3 and any restrictions imposed by Section 409A of the Code, extend the vesting period beyond a
Participant’s Termination Date. 












 4.2 Committee Discretion. Unless in contravention of any express terms
of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 5.9 hereof, at any later time. Any
such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. Subject to applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an
Award under this Plan to non-officer recipients, provided such officer or officers are members of the Board; provided, however, that the resolution so authorizing the delegation to such officer(s) shall
contain a limit on the number of Awards the officer(s) may so award. Any such delegation by the Committee shall also provide that the officer(s) may not grant Awards to himself or herself. The Committee may revoke or amend the terms of a delegation
at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan. Neither the Board nor the Committee, nor any member of either or any delegate thereof,
shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to
indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the
Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between
such individual and the Company. 
 5. OPTIONS. The Committee may grant Options to eligible persons described in
Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the
Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: 

5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly
identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and
which will comply with and be subject to the terms and conditions of this Plan. To the extent that any Option does not qualify as an ISO, it shall be deemed a NQSO. 

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant
such Option, unless a later date is otherwise specified by the Committee, The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 












 5.3 Exercise Period. Options may be exercisable immediately; provided,
that Shares issued upon such exercise shall be subject to a vesting schedule identical to the vesting schedule of the related Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan subject to repurchase pursuant to
Section 12 hereof, and the Participant may be required to enter into an additional or new Award Agreement as a condition to exercise of such Option. Options may be exercisable within the times or upon the events determined by the Committee as
set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a
person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Shareholder”) will be exercisable
after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of
Shares as the Committee determines. A Participant shall have the rights of a stockholder only as to Shares acquired upon the exercise of an Option and not as to unexercised Options. A Participant shall not be deemed to have acquired any Shares
unless and until an Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the Participant’s name has been entered on the books of the Company as a stockholder. 

5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and
shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Shareholder will not be less than
one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 8 hereof. 

5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise
agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (a) the number of Shares being purchased, (b) the
restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number
of Shares being purchased. 
 5.6 Termination. Subject to earlier termination pursuant to Sections 19 and 22 hereof and
notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: 

(a) If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such
Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or
some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (with any exercise beyond three (3) months after the Termination Date deemed
to be an NQSO) but in any event, no later than the expiration date of the Options. 












 (b) If the Participant is Terminated because of Participant’s death or Disability (or
the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination
Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination
Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (with any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the
Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination Date when the Termination is for Participant’s disability, within the meaning of
Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options. 
 (c) If the
Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall
expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee, 

5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any
exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to
which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for
the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar
year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 20 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. 












 5.9 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option
previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options
granted on the date the action is taken to reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any. 

5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any
Participant’s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance)
under the Plan upon exercise of ISOs exceed 17,265,680 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the “ISO Maximum”). 

6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are
subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following: 
 6.1 Form of Restricted Stock Award. All purchases
under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase
Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase
Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 

6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the
Committee on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 8 hereof, 

6.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set forth in Section 12 hereof or such
other restrictions not inconsistent with Section 25102(o) of the California Corporations Code. 












 7. RESTRICTED STOCK UNITS. 

7.1 Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under
Section 3 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing services as an
employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, achievement of pre-established performance goals and objectives and/or other such criteria as the Committee
may determine. Upon the grant of Restricted Stock Units, the Participant and the Company shall enter into an Award Agreement (“Restricted Stock Unit Agreement”). The terms and conditions of each such Restricted Stock Unit
Agreement shall be determined by the Committee and may differ among individual Awards and Participants. Unless otherwise provided in the Restricted Stock Unit Agreement, on or promptly following the vesting date or dates applicable to any Restricted
Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or Shares, as specified in the Restricted Stock Unit Agreement.
Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of. 
 7.2
Termination. Except as may otherwise be provided by the Committee either in the Restricted Stock Unit Agreement or in writing after the Restricted Stock Unit Agreement is issued, a Participant’s right in all Restricted Stock
Units that have not vested shall automatically terminate upon the Participant’s Termination. 
 8. PAYMENT FOR SHARE
PURCHASES. 
 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check or
wire transfer of immediately available funds) or, where expressly approved for the Participant by the Committee and where permitted by law: 

(a) by cancellation of indebtedness of the Company owed to the Participant; 

(b) by surrender of shares of the Company that: (i) either (A) for which the Company has received “full payment of the purchase
price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public
market, to the extent required to avoid variable accounting treatment under ASC Topic 718 or other applicable accounting rules, and (ii) are clear of all liens, claims, encumbrances or security interests; 

(c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note
is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration
permitted by Delaware General Corporation Law; 












 (d) by waiver of compensation due or accrued to the Participant from the Company for
services rendered; 
 (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the
Company’s stock exists: 
 (i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member
of a financial industry regulatory authority, such as the New York Stock Exchange (each, a “Dealer”), whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
sufficient to pay the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 

(ii) through a “margin” commitment from the Participant and a Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the Dealer in a margin account as security for a loan from the Dealer in the amount of the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the
total Exercise Price directly to the Company; 
 (f) only with respect to Options that are not ISO, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or 

(g) by any combination of the foregoing. 

8.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares
purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 
 9. WITHHOLDING
TAXES. 
 9.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under
this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever,
under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements. 












 9.2 Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise, vesting or settlement of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole
discretion cause the withholding tax obligation to be satisfied by the Company withholding from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the amount required to be withheld, determined on the date that
the amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. 

10. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any of the rights of a stockholder with respect to any Shares
until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all
dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 12 hereof. For Participants with Restricted Stock Units, a Participant shall have the rights of a stockholder only as to Shares, if any,
acquired upon settlement of Restricted Stock Units and a Participant shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Award
Agreement, the Company shall have issued and delivered a certificate representing the Shares to the Participant (or transferred on the records of the Company with respect to uncertificated stock), and the Participant’s name has been entered in
the books of the Company as a stockholder. 
 11. TRANSFERABILITY. Except as permitted by the Committee, Awards granted
under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in
which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240,16a-1(e), and may not be made
subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only
by the Participant or Participant’s legal representative. 
 12. RESTRICTIONS ON SHARES. 

12.1 Right of First Refusal. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s)
in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party and which transfer has been permitted by written approval of the Committee or the Board,
provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 












 12.2 Right of Repurchase. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such
Participant’s Termination at any time. 
 12.3 No Transfers. Subject to Sections 12.1 and 12.2, any holder of
Shares issued hereunder may not may not sell, assign, transfer, pledge, encumber or in any manner dispose of any of such Shares, whether voluntarily or by operation of law, or by gift or otherwise, other than by means of a Permitted Transfer (as
defined below). If any provision(s) of any agreement(s) currently in effect by and between the Company and the holder (the “Stockholder Agreement(s)”) conflicts herewith, this Section shall govern, and the remaining provision(s) of the
Stockholder Agreement(s) that do not conflict with this Section shall continue in full force and effect. For purposes hereof, a “Permitted Transfer” shall mean any of the following: 

(a) any transfer by the holder of any or all of the Shares to the Company; 

(b) any transfer by the holder of any or all of the Shares to the holder’s immediate family or a trust for the benefit of the holder or
the holder’s immediate family; 
 (c) any transfer by the holder of any or all of the Shares effected pursuant to the holder’s
will or the laws of intestate succession; 
 (d) any transfer of Shares permitted by written approval of the Committee or the Board. 

Any transfer of Shares shall be null and void unless the terms, conditions and provisions of this Section 12.3 are strictly observed and
followed. The foregoing restriction on transfer set forth in this Section 12.3 shall lapse upon the earlier of (i) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with
or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended, or (ii) immediately prior to
the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

13. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock
transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be listed or quoted. 
 14. ESCROW: PLEDGE OF
SHARES. To enforce any restrictions on a Participant’s Shares set forth in Section 12 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or 












 
terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or
full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under
the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under
the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the
Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with the
consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash,
shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. Although this Plan is intended to be a written compensatory benefit
plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this
Plan which is required in law only because of Section 25102(o) need not apply with respect to a particular Award if the Committee so provides. An Award will not be effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements
of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 












 17. SECTION 409A AWARDS. To the extent that any Award is determined to
constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from
time to time. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is considered a “specified employee” (within the meaning of
Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service, or (ii) the Participant’s death, but only to the extent
such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any
Participant under the Plan or any other person with respect to any penalties or taxes under Section 409A of the Code that are, or may be, imposed with respect to any Award. 

18. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer
on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s
employment or other relationship at any time, with or without Cause. 
 19. CORPORATE TRANSACTIONS. 

19.1 Assumption or Replacement of Awards by Successor or Acquiring Company. In the event of (a) a dissolution or
liquidation of the Company, (b) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”) in which the Company is a constituent corporation or
is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities that are held by an Acquiring
Stockholder (defined below)) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation if the surviving corporation is owned by the
together possess at least fifty percent (50%) of the total voting power of all securities of such surviving corporation (or its parent corporation, if applicable) that are outstanding immediately after the consummation of such combination
transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Stockholder; or (c) a sale of all or substantially all of the assets of the Company, that is followed by
the distribution of the proceeds to the Company’s stockholders, any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption, conversion or replacement will be binding
on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders of the Company (after taking into account
the existing provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to
repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 19.1. For purposes of this Section 19.1,
an “Acquiring Stockholder” means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls a majority of another













 
corporation that merges or combines with the Company in such combination transaction. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or
substitute Awards, as provided above, pursuant to a transaction described in this Section 19.1, then notwithstanding any other provision in this Plan to the contrary, such Awards will expire on such transaction at such time and on such
conditions as the Board will determine. 
 19.2 Other Treatment of Awards. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 19, in the event of the occurrence of any transaction described in Section 19.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan of
reorganization, merger, consolidation, dissolution, liquidation or sale of assets. 
 19.3 Assumption of Awards by the
Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under
this Plan in substitution of such other company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or
assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes
an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant
to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 

20. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on the date that it is adopted by the Board (the
“Effective Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective
Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this Plan; (b) no Option granted pursuant to an increase in
the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (c) in the event that initial stockholder approval is not obtained within the time period
provided herein, all Awards for which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be canceled, any Shares issued pursuant to any such Award shall be canceled and
any purchase of such Shares issued hereunder shall be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply) granted pursuant to an
increase in the number of Shares approved by the Board which increase is not approved by stockholders within the time then required under Section 25102(o) shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and
any purchase of Shares subject to any such Award shall be rescinded. 












 21. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of stockholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of
California. 
 22. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at any time
terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the
stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) of the California Corporations Code or the Code or the regulations promulgated thereunder as such provisions apply
to ISO plans. 
 23. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this
Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including,
without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements maybe either generally applicable or applicable only in specific cases. 

24. DEFINITIONS. As used in this Plan, the following terms will have the 

following meanings: 

“Award” means any award under this Plan, including any Option, Restricted Stock Award, or Restricted Stock Units. 

“Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award, including the Stock Option Agreement, Restricted Stock Purchase Agreement, Stock Agreement and Restricted Stock Unit Agreement. 

“Board” means the Board of Directors of the Company. 

“Cause” means Termination because of (a) any willful, material violation by the Participant of any law or
regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of
a common law fraud, (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (c) any material
breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director
or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required













 
of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any
applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (d) Participant’s disregard of the policies of the Company or any Parent
or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (e) any other misconduct by the Participant which is materially injurious to
the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company, 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee created and appointed by the Board to administer this Plan, or if no committee is
created and appointed, the Board. 
 “Company” means Couchbase, Inc., or any successor corporation. 

“Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.

 “Exercise Price” means the price per Share at which a holder of an Option may purchase Shares issuable upon
exercise of the Option. 
 “Fair Market Value” means, as of any date, the value of a share of the Company’s
Common Stock determined as follows: 
 if such Common Stock is then publicly traded on a national securities exchange on
which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;  
 if such
Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall
Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Committee may determine); or 

if none of the foregoing is applicable to the valuation in question, by the Committee in good faith. 

“Option” means an award of an option to purchase Shares pursuant to Section 5 of this Plan. 

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company
if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 












 “Participant” means a person who receives an Award under this Plan.

 “Plan” means this Couchbase, Inc. 2018 Equity Incentive Plan, as amended from time to time. 

“Purchase Price” means the price at which a Participant may purchase Restricted Stock in connection with this Plan.

 “Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award under this Plan. 

“Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof. 

“Restricted Stock Unit” means an Award of phantom stock units to a Participant, which may be settled in
cash or Shares as determined by the Committee, pursuant to Section 7. 
 “SEC” means the Securities and
Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Shares” means shares of the Company’s Common Stock, $0.0001 par value, reserved for issuance under this Plan, as
adjusted pursuant to Sections 2 and 19 hereof, and any successor security. 
 “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 
 “Termination” or
“Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or
Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more
than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy
adopted from time to time by the Company’s Board and issued and promulgated in writing. In the case of any Participant on sick leave, military leave or an approved leave of absence, the Committee may make such provisions respecting suspension
of vesting of the Award while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement.
The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). 












 “Unvested Shares” means “Unvested Shares” as
defined in the Award Agreement for an Award. 
 “Vested Shares” means “Vested Shares” as
defined in the Award Agreement. 












 EXHIBIT A 

FORM OF STOCK OPTION EXERCISE AGREEMENT 












 No.____ 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION EXERCISE AGREEMENT 

This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of __________________________,(the
“Effective Date”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein
shall have the meanings ascribed to them in the Company’s 2018 Equity Incentive Plan (the “Plan”). 
  

			
		
	Purchaser: 	  	  

		
	Social Security Number: 	  	  

		
	Address: 	  	  

		
	Total Number of Shares: 	  	  

		
	Exercise Price Per Share: 	  	  

		
	Date of Grant: 	  	  

		
	First Vesting Date: 	  	  

		
	Expiration Date: 	  	  

		  	(Unless earlier terminated under Section 5.6 of the Plan)
		
	Type of Stock Option	  	
		
	(Check one):	  	[ ] Incentive Stock Option
		  	[ ] Nonqualified Stock Option

 1. Exercise of Option. 

1.1 Exercise. Pursuant to exercise of that certain option (the “Option”) granted to Purchaser under the Plan and subject to
the terms and conditions of this Exercise Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, the Total Number of Shares set forth above (the “Shares”) of the Company’s Common Stock,
$0.0001 












 
par value per share, at the Exercise Price Per Share set forth above (the “Exercise Price”). As used in this Exercise Agreement, the term “Shares” refers to the Shares
purchased under this Exercise Agreement and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to the Shares, and (iii) all securities received in
replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 
 1.2 Title to Shares. The
exact spelling of the name(s) under which Purchaser will take title to the Shares is: 
  

                          
                                         
                                  

 

                          
                                         
                                  

Purchaser desires to take title to the Shares as follows: [ ] Individual, 

as separate property 
 [ ] Husband and wife, as community property
[ ] Joint Tenants 
 [ ] Other; please
specify:                                       
                                         
                     
 To assign the Shares to a
trust, a stock transfer agreement in a form acceptable to the Company (the “Stock Transfer Agreement”) must be completed and executed. 

1.3 Payment. Purchaser hereby delivers payment of the Exercise Price in the manner permitted in the Stock Option Agreement as follows
(check and complete as appropriate): 
 [ ] in cash (by check or wire transfer of immediately available funds) in the amount of $_______, receipt of which is
acknowledged by the Company; 
 [ ] by delivery of fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser for
which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note has been fully paid with respect to such vested shares), or obtained by Purchaser
in the open public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $________________ per share; 

[ ] by the waiver hereby of compensation due or accrued for services rendered in the amount of $_______________; or 

[ ] other (as referenced in the Plan and described in the Stock Option Agreement (please describe))____________________; 












 2. Delivery. 

2.1 Deliveries by Purchaser. Purchaser hereby delivers to the Company (i) this Exercise Agreement, (ii) two (2) copies of a
blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached hereto (the “Stock Powers”), both executed by Purchaser (and Purchaser’s spouse, if any), (iii) if Purchaser is
married, a Consent of Spouse in the form of Exhibit 2 attached hereto (the “Spouse Consent”) executed by Purchaser’s spouse, and (iv) the Exercise Price and payment or other provision for any applicable tax
obligations in the form specified above, a copy of which is attached hereto as Exhibit 3.  
 2.2 Deliveries by the
Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly
executed stock certificate evidencing the Shares in the name of Purchaser to be placed in escrow as provided in Section 10 until expiration or termination of the Company’s Right of First Refusal as described in Sections 8 and 9. 

3. Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company that: 

3.1 Agrees to Terms of the Plan. Purchaser has received a copy of the Plan and the Stock Option Agreement, has read and understands the
terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. 
 3.2 Purchase for Own Account for
Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has
no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares. 

3.3 Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such
matters and this investment. 
 3.4 Understanding of Risks. Purchaser is fully aware of: (i) the highly speculative nature of the
investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or
use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Shares. Purchaser is capable of evaluating the merits and risks of this investment,
has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment. For the avoidance of doubt, Purchaser understands and agrees that the Shares are subject to the
transfer restrictions set forth in Sections 11 and 12 of the Plan. 












 3.5 No General Solicitation. At no time was Purchaser presented with or solicited by
any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. 

4. Compliance with Securities Laws. 

4.1 Compliance with U.S. Federal Securities Laws. Purchaser understands and acknowledges that the Shares have not been registered with
the SEC under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all
applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. 
 4.2 Compliance
with California Securities Laws. THE PLAN, THE STOCK OPTION AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING COMMISSIONER RULES, IF APPLICABLE) OR
REGULATIONS PROMULGATED THEREUNDER BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS (THE “REGULATIONS”). ANY PROVISION OF THIS EXERCISE AGREEMENT THAT IS INCONSISTENT WITH SECTION 25102(o) SHALL, WITHOUT FURTHER ACT OR
AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO COMPLY WITH THE REQUIREMENTS OF SECTION 25102(o). THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS
AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. THE RIGHTS OF
THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE. 

5. Restricted Securities. 

5.1 No Transfer Unless Registered or Exempt. Purchaser understands that Purchaser may not transfer any Shares unless such Shares are
registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that
only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration and qualification may not be available
or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. 












 5.2 SEC Rule 144. In addition, Purchaser has been advised that SEC Rule 144
promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and
in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an
“affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available. 

5.3 SEC Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under the Securities Act may become freely tradeable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with
and declared effective by the SEC, subject to the lengthier market standoff agreement contained in Section 7 of this Exercise Agreement or any other agreement entered into by Purchaser. Affiliates must comply with the provisions (other than the
holding period requirements) of Rule 144. 
 6. Restrictions on Transfers. 

6.1 Disposition of Shares. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by
this Exercise Agreement) unless and until: 
 (a) Purchaser shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed disposition; 
 (b) Purchaser shall have complied with all requirements of this
Exercise Agreement applicable to the disposition of the Shares; 
 (c) Purchaser shall have provided the Company with written assurances, in
form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or (ii) all appropriate actions necessary for compliance with the
registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) have been taken; and 

(d) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the Regulations referred to in Section 4.2 hereof. 

6.2 Restriction on Transfer. Purchaser shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber
or otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except as permitted by this Exercise Agreement. 












 6.3 Transferee Obligations. Each person (other than the Company) to whom the Shares
are transferred by means of one of the permitted transfers specified in this Exercise Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of
this Exercise Agreement and that the transferred Shares are subject to (i) the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 7
hereof, to the same extent such Shares would be so subject if retained by the Purchaser. 
 7. Market Standoff
Agreement. Purchaser agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Purchaser will not sell
or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration
requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. 

8. Company’s Right of First Refusal. Unvested Shares and Vested Shares may not be sold or otherwise transferred by
Purchaser without the Company’s prior written consent. Before any Vested Shares held by Purchaser or any transferee of such Vested Shares (either sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including, without limitation, a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s) will have a right of first refusal to
purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

8.1 Notice of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the “Proposed
Transferee”); (iii) the number of Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the
“Offered Price”); and (v) that the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered Price
as provided for in this Exercise Agreement. 
 8.2 Exercise of Right of First Refusal. At any time within thirty (30) days after
the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the
Proposed Transferees named in the Notice, at the purchase price, determined as specified below. 












 8.3 Purchase Price. The purchase price for the Offered Shares purchased under this
Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) the purchase price will be the fair market value of the Offered Shares as determined in
good faith by the Company’s Board of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Company’s
Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration. 

8.4 Payment. Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s)
(as applicable), by cash or check (or wire transfer of immediately available funds) or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company (or to such assignee, in the case of a
purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its
assignee(s), in the manner and at the time(s) set forth in the Notice. 
 8.5 Holder’s Right to Transfer. If all of the Offered
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed
Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (ii) any such sale or other transfer is
effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 8.6 Exempt Transfers. Notwithstanding
anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (i) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on
Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other
recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer of Vested Shares made
pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that, the Right of First Refusal will continue to apply thereafter to such Vested Shares, in which case the surviving
corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant to the
winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child,
grandchild or adopted grandchild of the Purchaser or the Purchaser’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided
the 












 
following circumstances are true: (i) irrespective of whether or not the Participant and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the
last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by
blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside
together in the same residence for the last twelve (12) months and intend to do so indefinitely. 
 8.7 Termination of Right of First
Refusal. The Right of First Refusal will terminate as to all Shares (i) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by
the SEC under the 1933 Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (ii) on any transfer or conversion of Shares made
pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the
Securities Exchange Act of 1934, as amended. 
 8.8 Encumbrances on Vested Shares. Purchaser may grant a lien or security interest in,
or pledge, hypothecate or encumber Vested Shares only if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in a writing satisfactory to the Company that:
(i) such lien, security interest, pledge, hypothecation or encumbrance will not apply to such Vested Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the provisions of this Section will
continue to apply to such Vested Shares in the hands of such party and any transferee of such party. Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares. 

9. Rights as a Shareholder. Subject to the terms and conditions of this Exercise Agreement, Purchaser will have all of the
rights of a shareholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First
Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the
provisions of this Exercise Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. 

10. Escrow. As security for Purchaser’s faithful performance of this Exercise Agreement, Purchaser agrees,
immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the date and number of Shares left blank),
to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed 












 
to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this
Exercise Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally
fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey
any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will be released from escrow upon termination of the Right of First Refusal. 

11. Restrictive Legends and Stop-Transfer Orders. 

11.1 Legends. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or
any agreement between Purchaser and any third party: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER: INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE
AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 












 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF
RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO
180 DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 

11.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the restrictions imposed by this Exercise Agreement,
the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

11.3 Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so
transferred. 
 12. Tax Consequences. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A
RESULT OF PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Set forth below is a brief summary as of the date the Plan was adopted by the Board of some of the U.S. Federal and California tax consequences of exercise of
the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES. 
 12.1 Exercise of Incentive Stock Option. If the Option qualifies as an ISO, there will be no regular U.S. Federal
income tax liability or California income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for
U.S. Federal alternative minimum tax purposes and may subject Purchaser to the alternative minimum tax in the year of exercise. 
 12.2
Exercise of Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular U.S. Federal income tax liability and a California income tax liability upon the exercise of the Option. Purchaser will be treated as
having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Purchaser is or was an employee of the Company, the
Company may be required to withhold from Purchaser’s compensation or collect from Purchaser and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. 












 12.3 Disposition of Shares. The following tax consequences may apply upon disposition
of the Shares. 
 (a) Incentive Stock Options. If the Shares are held for more than twelve (12) months after the date of the
transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California
income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. 
 (b)
Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long
term capital gain. 
 (c) Withholding. The Company may be required to withhold from the Purchaser’s compensation or collect from
the Purchaser and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 
 13.
Compliance with Laws and Regulations. The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Purchaser with all applicable state and U.S. Federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 

14. Successors and Assigns. The Company may assign any of its rights under this Exercise Agreement, including its rights
to purchase Shares under the Right of First Refusal. No other party to this Exercise Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Exercise Agreement, except with the prior written
consent of the Company. This Exercise Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Agreement will be binding upon
Purchaser and Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns. 
 15. Governing
Law. This Exercise Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. 












 16. Notices. Any and all notices required or permitted to be given to a
party pursuant to the provisions of this Exercise Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Exercise Agreement on the earliest of the following: (i) at the time of personal
delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of
receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business
days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iv) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for
United States deliveries. 
 All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not delivered
personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines of this Exercise Agreement, or at such other
address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked “Attention: President”. Notices by facsimile shall be machine
verified as received. 
 17. Further Assurances. The parties agree to execute such further documents and instruments and
to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Exercise Agreement. 
 18.
Titles and Headings. The titles, captions and headings of this Exercise Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Exercise Agreement. Unless otherwise specifically
stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Exercise Agreement. 

19. Entire Agreement. The Plan, the Stock Option Agreement and this Exercise Agreement, together with all Exhibits
thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties
hereto with respect to the specific subject matter hereof. 
 20. Counterparts. This Exercise Agreement may be executed
in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 

21. Severability. If any provision of this Exercise Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be
stricken from this Exercise Agreement and the remainder of this Exercise Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Exercise
Agreement. Notwithstanding the forgoing, if the value of this Exercise Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 












 22. Facsimile Signatures. This Agreement may be executed and delivered
by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 












 IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to be executed in triplicate by its duly
authorized representative and Purchaser has executed this Exercise Agreement in triplicate as of the Effective Date, indicated above. 
  

					
			
	COUCHBASE, INC.	 		 	PURCHASER
			
	By:                                     
                                         
              	 		 	  

		 		 	(Signature)
			
	  
	 		 	  

	(Please print name)	 	                    	 	(Please print name)
			
	  
	 		 	
	(Please print title)	 		 	
			
	Address:	 		 	Address:
			
	  
	 		 	  

			
	  
	 		 	  

			
	  
	 		 	  

			
	Fax
No.:                                        
                                        	 		 	Fax
No.                                        
                                    
			
	Phone
No.:                                        
                                    	 		 	Phone
No.:                                        
                                

  

			
	List of Exhibits	  	 
		
	Exhibit 1:	  	Stock Power and Assignment Separate from Stock Certificate
		
	Exhibit 2:	  	Spouse Consent
		
	Exhibit 3:	  	Copy of Purchaser’s Check or other permitted consideration

 [Signature page to Couchbase, Inc. Stock Option Exercise Agreement] 












 EXHIBIT 1 

STOCK POWER AND ASSIGNMENT 

SEPARATE FROM STOCK CERTIFICATE 












 Stock Power and Assignment Separate from Stock Certificate 

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Agreement No. _____________dated as of_______________ (the
“Agreement”), the undersigned hereby sells, assigns and transfers unto_________________, _____________shares of the Common Stock $0.0001 par value per share, of Couchbase, Inc., a Delaware corporation (the
“Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s).___________ delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company
as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS
AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. 
  

	
	
	Dated:                                     
_,            
	
	PURCHASER
	
	  

	(Signature)
	
	  

	(Please Print Name)
	
	  

	(Spouse’s Signature, if any)
	
	  

	(Please Print Spouse’s Name)

 Instructions to Purchaser: Please do not fill in any blanks other than the signature line. The purpose of
this Stock Power and Assignment is to enable the Company to acquire the shares upon exercise its “Right of First Refusal” set forth in the Exercise Agreement without requiring additional signatures on the part of the Purchaser or
Purchaser’s Spouse. 












 EXHIBIT 2 

SPOUSE CONSENT 












 Spouse Consent 

The undersigned spouse of _________________________________________(the “Purchaser”) has read, understands, and hereby approves the
Stock Option Exercise Agreement between Purchaser and the Company (the “Agreement”). In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned
hereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest I may have in the Shares shall similarly be bound by the Agreement. The undersigned hereby appoints Purchaser as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

Date:                         
                                         
               
  

	
	  

	Print Name of Purchaser’s Spouse
	
	  

	Signature of Purchaser’s Spouse
	
	Address:
	
	  

	  

	  















 EXHIBIT 3 

COPY OF PURCHASER’S CHECK 












 EXHIBIT A 

FORM OF STOCK OPTION EXERCISE AGREEMENT 












 No          

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION EXERCISE AGREEMENT 

This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of
                     , (the “Effective Date”) by and between Couchbase, Inc., a Delaware corporation (the
“Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2018 Equity Incentive Plan (the
“Plan”). 
  

			
	Purchaser 	  	  

		
	Social Security Number: 	  	  

		
	Address: 	  	  

		
	Total Number of Shares: 	  	  

		
	Exercise Price Per Share: 	  	  

		
	Date of Grant: 	  	  

		
	First Vesting Date: 	  	  

		
	Expiration Date: 	  	  

		  	(Unless earlier terminated under Section 5.6 of the Plan)

  

			
	Type of Stock Option	  	
		
	(Check one):	  	[ ] Incentive Stock Option
		  	[ ] Nonqualified Stock Option

 1. Exercise of Option. 

1.1 Exercise. Pursuant to exercise of that certain option (the “Option”) granted to Purchaser under the Plan and subject to
the terms and conditions of this Exercise Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, the Total Number of Shares set forth above (the “Shares”) of the Company’s Common Stock,
$0.0001 par value per share, at the Exercise Price Per Share set forth above (the “Exercise Price”). As used in this Exercise Agreement, the term “Shares” refers to the Shares purchased under this Exercise Agreement and includes
all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to the Shares, and (iii) all securities received in replacement of the Shares in a merger, recapitalization,
reorganization or similar corporate transaction. 
 1.2 Title to Shares. The exact spelling of the name(s) under which Purchaser will
take title to the Shares is: 













			
	  
	  	                            
		
	  
	  	

 Purchaser desires to take title to the Shares as follows: [ ] Individual, 

as separate property 
 [ ] Husband and wife, as community
property [ ] Joint Tenants 
 [ ] Other; please specify:
                                        
                                         
                                         
                                         
          
 To assign the Shares to a trust, a stock transfer agreement in a form acceptable to the Company
(the “Stock Transfer Agreement”) must be completed and executed. 
 1.3 Payment. Purchaser hereby delivers
payment of the Exercise Price in the manner permitted in the Stock Option Agreement as follows (check and complete as appropriate): 
 [ ] in cash (by check
or wire transfer of immediately available funds) in the amount of $_____, receipt of which is acknowledged by the Company; 
 [ ] by delivery of
fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a
promissory note, such note has been fully paid with respect to such vested shares), or obtained by Purchaser in the open public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair
Market Value of $                         per share; 

[ ] by the waiver hereby of compensation due or accrued for services rendered in the amount of
$                     ; or 
 [ ] other (as
referenced in the Plan and described in the Stock Option Agreement (please describe))                     ; 

2. Delivery. 
 2.1
Deliveries by Purchaser. Purchaser hereby delivers to the Company (i) this Exercise Agreement, (ii) two (2) copies of a blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached hereto
(the “Stock Powers”), both executed by Purchaser (and Purchaser’s spouse, if any), (iii) if Purchaser is married, a Consent of Spouse in the form of Exhibit 2 attached hereto (the “Spouse
Consent”) executed by Purchaser’s spouse, and (iv) the Exercise Price and payment or other provision for any applicable tax obligations in the form specified above, a copy of which is attached hereto as Exhibit 3. 

2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and
all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock certificate evidencing the Shares in the name of Purchaser to be placed in escrow as provided in
Section 10 until expiration or termination of the Company’s Right of First Refusal as described in Sections 8 and 9. 












 3. Representations and Warranties of Purchaser. Purchaser represents
and warrants to the Company that: 
 3.1 Agrees to Terms of the Plan. Purchaser has received a copy of the Plan and the Stock
Option Agreement, has read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon
exercise of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. 

3.2 Purchase for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes
only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one
other than Purchaser has any beneficial ownership of any of the Shares. 
 3.3 Access to Information. Purchaser has had access to all
information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample
opportunity to ask questions of the Company’s representatives concerning such matters and this investment. 
 3.4 Understanding of
Risks. Purchaser is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the
Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the
Shares. Purchaser is capable of evaluating the merits and risks of this investment, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment. For the
avoidance of doubt, Purchaser understands and agrees that the Shares are subject to the transfer restrictions set forth in Sections 11 and 12 of the Plan. 

3.5 No General Solicitation. At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail,
radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. 

4. Compliance with Securities Laws. 

4.1 Compliance with U.S. Federal Securities Laws. Purchaser understands and acknowledges that the Shares have not been registered with
the SEC under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all
applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. 












 4.2 Compliance with California Securities Laws. THE PLAN, THE STOCK OPTION
AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING COMMISSIONER RULES, IF APPLICABLE) OR REGULATIONS PROMULGATED THEREUNDER BY THE CALIFORNIA DEPARTMENT OF
CORPORATIONS (THE “REGULATIONS”). ANY PROVISION OF THIS EXERCISE AGREEMENT THAT IS INCONSISTENT WITH SECTION 25102(o) SHALL, WITHOUT FURTHER ACT OR AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO COMPLY WITH THE
REQUIREMENTS OF SECTION 25102(o). THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT TO SUCH
QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE. 
 5. Restricted Securities. 

5.1 No Transfer Unless Registered or Exempt. Purchaser understands that Purchaser may not transfer any Shares unless such Shares are
registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that
only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration and qualification may not be available
or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. 
 5.2 SEC Rule
144. In addition, Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event,
requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may indefinitely
restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available. 

5.3 SEC Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under the Securities Act may become freely tradeable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with
and declared effective by the SEC, subject to the lengthier market standoff agreement contained in Section 7 of this Exercise Agreement or any other agreement entered into by Purchaser. Affiliates must comply with the provisions (other than the
holding period requirements) of Rule 144. 












 6. Restrictions on Transfers. 

6.1 Disposition of Shares. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by
this Exercise Agreement) unless and until: 
 (a) Purchaser shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed disposition; 
 (b) Purchaser shall have complied with all requirements of this
Exercise Agreement applicable to the disposition of the Shares; 
 (c) Purchaser shall have provided the Company with written assurances, in
form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or (ii) all appropriate actions necessary for compliance with the
registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) have been taken; and 

(d) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the Regulations referred to in Section 4.2 hereof. 

6.2 Restriction on Transfer. Purchaser shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber
or otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except as permitted by this Exercise Agreement. 

6.3 Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted
transfers specified in this Exercise Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Exercise Agreement and that the transferred
Shares are subject to (i) the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 7 hereof, to the same extent such Shares would be so
subject if retained by the Purchaser. 
 7. Market Standoff Agreement. Purchaser agrees in connection with any
registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to
all restrictions as the Company or the underwriters may specify. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. 












 8. Company’s Right of First Refusal. Unvested Shares and
Vested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written consent. Before any Vested Shares held by Purchaser or any transferee of such Vested Shares (either sometimes referred to herein as the
“Holder”) may be sold or otherwise transferred (including, without limitation, a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or
its assignee(s) will have a right of first refusal to purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right of First
Refusal”). 
 8.1 Notice of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written
notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the
“Proposed Transferee”); (iii) the number of Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares
(the “Offered Price”); and (v) that the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered
Price as provided for in this Exercise Agreement. 
 8.2 Exercise of Right of First Refusal. At any time within thirty (30) days
after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more
of the Proposed Transferees named in the Notice, at the purchase price, determined as specified below. 
 8.3 Purchase Price. The
purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) the purchase price will be the
fair market value of the Offered Shares as determined in good faith by the Company’s Board of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash
consideration, as determined in good faith by the Company’s Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration. 

8.4 Payment. Payment of the purchase price for the Offered Shares will be payable, at the option of the Company and/or its assignee(s)
(as applicable), by cash or check (or wire transfer of immediately available funds) or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the Company (or to such assignee, in the case of a
purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its
assignee(s), in the manner and at the time(s) set forth in the Notice. 
 8.5 Holder’s Right to Transfer. If all of the Offered
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to each Proposed
Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date 












 
of the Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the
provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty
(120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

8.6 Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as
defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to
apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or
corporations (except that, the Right of First Refusal will continue to apply thereafter to such Vested Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section
unless the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family”
will mean Purchaser’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Purchaser or the Purchaser’s spouse, or the spouse of any of the above or
Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the Participant and the Spousal Equivalent
are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and
mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each
other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely. 

8.7 Termination of Right of First Refusal. The Right of First Refusal will terminate as to all Shares (i) on the effective date of
the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the 1933 Act (other than a registration statement relating solely to the issuance of Common
Stock pursuant to a business combination or an employee incentive or benefit plan) or (ii) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or
corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended. 












 8.8 Encumbrances on Vested Shares. Purchaser may grant a lien or security interest
in, or pledge, hypothecate or encumber Vested Shares only if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in a writing satisfactory to the Company that:
(i) such lien, security interest, pledge, hypothecation or encumbrance will not apply to such Vested Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the provisions of this Section will
continue to apply to such Vested Shares in the hands of such party and any transferee of such party. Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares. 

9. Rights as a Shareholder. Subject to the terms and conditions of this Exercise Agreement, Purchaser will have all
of the rights of a shareholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of
First Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with
the provisions of this Exercise Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. 

10. Escrow. As security for Purchaser’s faithful performance of this Exercise Agreement, Purchaser agrees,
immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the date and number of Shares left blank),
to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such
transfers and/or releases of such Shares as are in accordance with the terms of this Exercise Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any
actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any
signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will be released from escrow upon termination of the Right
of First Refusal. 
 11. Restrictive Legends and Stop-Transfer Orders. 

11.1 Legends. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or
any agreement between Purchaser and any third party: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO 












 
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER: INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE
AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A
RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 

11.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the restrictions imposed by this Exercise Agreement,
the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

11.3 Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so
transferred. 
 12. Tax Consequences. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES
AS A RESULT OF PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF
THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Set forth below is a brief summary as of the date the Plan was adopted by the Board of some of the U.S. Federal and California tax
consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES. 












 12.1 Exercise of Incentive Stock Option. If the Option qualifies as an ISO, there
will be no regular U.S. Federal income tax liability or California income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be
treated as a tax preference item for U.S. Federal alternative minimum tax purposes and may subject Purchaser to the alternative minimum tax in the year of exercise. 

12.2 Exercise of Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular U.S. Federal income tax
liability and a California income tax liability upon the exercise of the Option. Purchaser will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price. If Purchaser is or was an employee of the Company, the Company may be required to withhold from Purchaser’s compensation or collect from Purchaser and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the time of exercise. 
 12.3 Disposition of Shares. The
following tax consequences may apply upon disposition of the Shares. 
 (a) Incentive Stock Options. If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as
long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. 

(b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of the transfer of the
Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. 
 (c)
Withholding. The Company may be required to withhold from the Purchaser’s compensation or collect from the Purchaser and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 

13. Compliance with Laws and Regulations. The issuance and transfer of the Shares will be subject to and
conditioned upon compliance by the Company and Purchaser with all applicable state and U.S. Federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common
Stock may be listed or quoted at the time of such issuance or transfer. 












 14. Successors and Assigns. The Company may assign any of its
rights under this Exercise Agreement, including its rights to purchase Shares under the Right of First Refusal. No other party to this Exercise Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under
this Exercise Agreement, except with the prior written consent of the Company. This Exercise Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set
forth, this Exercise Agreement will be binding upon Purchaser and Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns. 

15. Governing Law. This Exercise Agreement shall be governed by and construed in accordance with the laws of the
State of California, without giving effect to that body of laws pertaining to conflict of laws. 
 16. Notices.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Exercise Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Exercise Agreement on the
earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by
subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iii) one (1) business day after deposit with an express overnight
courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iv) three (3) business days after deposit in the United
States mail by certified mail (return receipt requested) for United States deliveries. 
 All notices for delivery outside the United States will be sent by
facsimile or by express courier. All notices not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the
signature lines of this Exercise Agreement, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked
“Attention: President”. Notices by facsimile shall be machine verified as received. 
 17. Further
Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Exercise Agreement. 

18. Titles and Headings. The titles, captions and headings of this Exercise Agreement are included for ease of
reference only and will be disregarded in interpreting or construing this Exercise Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and
“exhibits” to this Exercise Agreement. 
 19. Entire Agreement. The Plan, the Stock Option Agreement
and this Exercise Agreement, together with all Exhibits thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements,
whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. 












 20. Counterparts. This Exercise Agreement may be executed in any
number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 

21. Severability. If any provision of this Exercise Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be
stricken from this Exercise Agreement and the remainder of this Exercise Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Exercise
Agreement. Notwithstanding the forgoing, if the value of this Exercise Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 
 22.
Facsimile Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the
other party. 












 IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to be executed in triplicate by its duly
authorized representative and Purchaser has executed this Exercise Agreement in triplicate as of the Effective Date, indicated above. 
  

									
	COUCHBASE, INC.	  		  	PURCHASER
				
	By:	 	
                     
                                         
           
	  		  	  

		  		  	(Signature)	  	
			
	  
	  	                            	  	  

	(Please print name)	  		  	(Please print name)
			
	  
	  		  	
	(Please print title)	  		  	
			
	Address:	  		  	Address:
			
	  
	  		  	  

			
	  
	  		  	  

			
	  
	  		  	  

					
	Fax No.:	 	
                     
                            
	  		  	Fax No.:	  	
                     
                

	Phone No.:	 	
                     
        
	  		  	Phone No.:	  	
                     
                


 List of Exhibits 
  

			
	Exhibit 1:	  	Stock Power and Assignment Separate from Stock Certificate
		
	Exhibit 2:	  	Spouse Consent
		
	Exhibit 3:	  	Copy of Purchaser’s Check or other permitted consideration

 [Signature page to Couchbase, Inc. Stock Option Exercise Agreement] 












 EXHIBIT 1 

STOCK POWER AND ASSIGNMENT 

SEPARATE FROM STOCK CERTIFICATE 












 Stock Power and Assignment Separate from Stock Certificate 

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Agreement No.
                    dated as
of                     ,             , (the
“Agreement”), the undersigned hereby sells, assigns and transfers
unto                        shares of the Common Stock $0.0001 par value per share, of Couchbase, Inc., a Delaware
corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s).
                        delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the
Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE
USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. 
  

					
	Dated:                                  
    ,            	 		  	
			
	PURCHASER	 		  	
			
	  
	 		  	
	(Signature)	 		  	
			
	  
	 		  	
	(Please Print Name)	 		  	
			
	  
	 		  	
	(Spouse’s Signature, if any)	 		  	
			
	  
	 		  	
	(Please Print Spouse’s Name)	 		  	

 Instructions to Purchaser: Please do not fill in any blanks other than the signature line. The purpose of this
Stock Power and Assignment is to enable the Company to acquire the shares upon exercise its “Right of First Refusal” set forth in the Exercise Agreement without requiring additional signatures on the part of the Purchaser or
Purchaser’s Spouse. 












 EXHIBIT 2 

SPOUSE CONSENT 












 Spouse Consent 

The undersigned spouse of
                                         
        (the “Purchaser”) has read, understands, and hereby approves the Stock Option Exercise Agreement between Purchaser and the Company (the “Agreement”). In
consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned hereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest I
may have in the Shares shall similarly be bound by the Agreement. The undersigned hereby appoints Purchaser as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement. 
  

			
	Date: 	 	  


  

			
		 	  

		 	Print Name of Purchaser’s Spouse
		
		 	  

		 	Signature of Purchaser’s Spouse Address:
		
		 	Address:
		
		 	  

		
		 	  

		
		 	  














 EXHIBIT 3 

COPY OF PURCHASER’S CHECK 












 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN 












 COUCHBASE, INC. 

2018 EQUITY INCENTIVE PLAN 

As Adopted on October 19, 2018 

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose
present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through Awards. Capitalized terms not
defined in the text are defined in Section 24 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do
not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code (“Section 25102(o)”). Any requirement of this Plan that is required in law only because of
Section 25102(o) need not apply if the Committee so provides. 
 2. SHARES SUBJECT TO THE PLAN 

4.1 Number of Shares Available. Subject to Sections 2.2 and 19 hereof, the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 1,726,568 Shares, which is the number of Shares that remain available for grants under the Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”) as of September 30, 2018.
Subject to Sections 2.2, 5.10 and 19 hereof, Shares subject to Awards previously granted under the 2008 Plan that, on or after September 30, 2018, or the Plan that , (i) are withheld upon exercise of an Option or settlement of an Award to cover
the exercise price or tax withholding; (ii) are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued, will again be available for grant
and issuance in connection with future Awards under this Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this
Plan. 
 4.2 Adjustment of Shares. Subject to Section 19 hereof, if, as a result of any stock dividend, reorganization, recapitalization,
stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or
other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in
each case, without receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other
securities of the Company or any successor entity (or a parent or subsidiary thereof), then (a) the number of Shares reserved for issuance under this Plan and the ISO Maximum, (b) the Exercise Prices of and number of Shares subject to
outstanding Options, (c) the Purchase Prices of and number of Shares subject to other outstanding Awards, and (d) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, will be
proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be paid in cash
at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the
Shares. 












 3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only
to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and other Awards may be granted to employees, officers, directors and
consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants are natural persons that render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company’s securities. A person may be granted more than one Award under this Plan. 

4. ADMINISTRATION 

4.1 Committee Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the
Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to: 

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; 

(b) at any time, prescribe, adopt, amend, expand and rescind or terminate rules and regulations relating to this Plan; 

(c) approve persons to receive Awards; 

(d) determine the time or times of grant; 

(e) determine the form and terms of Awards; 

(f) determine the number of Shares or other consideration subject to Awards under this Plan; 

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other
Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; 

(h) grant waivers of any conditions of this Plan or any Award or impose any limitations on Awards, including limitations on transfers,
repurchase provisions and the like, and exercise repurchase rights or obligations; 












 (i) determine the terms of vesting, exercisability and payment of Awards under this Plan;

 (j) accelerate at any time the exercisability or vesting of all or any portion of any Award; 

(k) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise
Agreement or any Restricted Stock Purchase Agreement; 
 (l) determine whether an Award has been earned; 

(m) determine and, subject to Section 20, modify from time to time the terms and conditions, including restrictions, not inconsistent
with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and Participants, and approve the form of Award Agreements; 

(n) decide all disputes arising in connection with the Plan; make all other determinations necessary or advisable for the administration of
this Plan; and otherwise supervise the administration of the Plan; 
 (o) exercise its discretion to reduce the exercise price of
outstanding Options or effect repricing through cancellation of outstanding Options and by granting such holders new Awards in replacement of the cancelled Options; 

(p) in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals
eligible for Awards: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such
actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in
Section 2.1 hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals; and 

(q) subject to Section 5.3 and any restrictions imposed by Section 409A of the Code, extend the vesting period beyond a
Participant’s Termination Date. 
 4.2 Committee Discretion. Unless in contravention of any express terms of this
Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 5.9 hereof, at any later time. Any such
determination will be final and binding on the Company and 












 
on all persons having an interest in any Award under this Plan. Subject to applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an Award under
this Plan to non-officer recipients, provided such officer or officers are members of the Board; provided, however, that the resolution so authorizing the delegation to such officer(s) shall contain a limit on
the number of Awards the officer(s) may so award. Any such delegation by the Committee shall also provide that the officer(s) may not grant Awards to himself or herself. The Committee may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable
for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s
governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual
and the Company. 
 5. OPTIONS. The Committee may grant Options to eligible persons described in Section 3 hereof
and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the
Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: 

5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly
identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and
which will comply with and be subject to the terms and conditions of this Plan. To the extent that any Option does not qualify as an ISO, it shall be deemed a NQSO. 

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant
such Option, unless a later date is otherwise specified by the Committee, The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 

5.3 Exercise Period. Options may be exercisable immediately; provided, that Shares issued upon such exercise shall be
subject to a vesting schedule identical to the vesting schedule of the related Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan subject to repurchase pursuant to Section 12 hereof, and the Participant may be
required to enter into an additional or new Award Agreement as a condition to exercise of such Option. Options may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing
such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and 












 
provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of
any Parent or Subsidiary (“Ten Percent Shareholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one
time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. A Participant shall have the rights of a stockholder only as to Shares acquired upon the exercise of an Option and
not as to unexercised Options. A Participant shall not be deemed to have acquired any Shares unless and until an Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the Participant’s name has been
entered on the books of the Company as a stockholder. 
 5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO
granted to a Ten Percent Shareholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 8 hereof. 

5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise
agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (a) the number of Shares being purchased, (b) the
restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number
of Shares being purchased. 
 5.6 Termination. Subject to earlier termination pursuant to Sections 19 and 22 hereof and
notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: 

(a) If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such
Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or
some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (with any exercise beyond three (3) months after the Termination Date deemed
to be an NQSO) but in any event, no later than the expiration date of the Options. 
 (b) If the Participant is Terminated because of
Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable













 
as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative
or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (with any exercise beyond
(i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the
Termination Date when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options. 

(c) If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent greater
than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee,

 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on
any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to
which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for
the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar
year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 20 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. 

5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the
grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is
modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of
Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to
reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any. 












 5.10 No Disqualification. Notwithstanding any other provision in this
Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent
of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by
the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 17,265,680 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the “ISO Maximum”). 

6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are
subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following: 
 6.1 Form of Restricted Stock Award. All purchases under
a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and
full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 

6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the
Committee on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 8 hereof, 

6.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set forth in Section 12 hereof or such
other restrictions not inconsistent with Section 25102(o) of the California Corporations Code. 












 7. RESTRICTED STOCK UNITS. 

7.1 Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under
Section 3 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing services as an
employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, achievement of pre-established performance goals and objectives and/or other such criteria as the Committee
may determine. Upon the grant of Restricted Stock Units, the Participant and the Company shall enter into an Award Agreement (“Restricted Stock Unit Agreement”). The terms and conditions of each such Restricted Stock Unit
Agreement shall be determined by the Committee and may differ among individual Awards and Participants. Unless otherwise provided in the Restricted Stock Unit Agreement, on or promptly following the vesting date or dates applicable to any Restricted
Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or Shares, as specified in the Restricted Stock Unit Agreement.
Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of. 
 7.2
Termination. Except as may otherwise be provided by the Committee either in the Restricted Stock Unit Agreement or in writing after the Restricted Stock Unit Agreement is issued, a Participant’s right in all Restricted Stock
Units that have not vested shall automatically terminate upon the Participant’s Termination. 
 8. PAYMENT FOR SHARE
PURCHASES. 
 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check or
wire transfer of immediately available funds) or, where expressly approved for the Participant by the Committee and where permitted by law: 

(a) by cancellation of indebtedness of the Company owed to the Participant; 

(b) by surrender of shares of the Company that: (i) either (A) for which the Company has received “full payment of the purchase
price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public
market, to the extent required to avoid variable accounting treatment under ASC Topic 718 or other applicable accounting rules, and (ii) are clear of all liens, claims, encumbrances or security interests; 

(c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note
is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration
permitted by Delaware General Corporation Law; 












 (d) by waiver of compensation due or accrued to the Participant from the Company for
services rendered; 
 (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the
Company’s stock exists: 
 (i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member
of a financial industry regulatory authority, such as the New York Stock Exchange (each, a “Dealer”), whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
sufficient to pay the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 

(ii) through a “margin” commitment from the Participant and a Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the Dealer in a margin account as security for a loan from the Dealer in the amount of the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the
total Exercise Price directly to the Company; 
 (f) only with respect to Options that are not ISO, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or 

(g) by any combination of the foregoing. 

8.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares
purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 
 9. WITHHOLDING
TAXES. 
 9.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under
this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever,
under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements. 

9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the
exercise, vesting or settlement of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion cause the withholding tax obligation to
be satisfied by the Company withholding from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the amount required to be withheld, determined on the date that the amount of tax to be withheld is to be
determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. 












 10. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any of the
rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may
become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The
Participant will have no right to retain such stock dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 12 hereof. For Participants with Restricted Stock Units, a Participant shall have the
rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted Stock Units and a Participant shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in
Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a certificate representing the Shares to the Participant (or transferred on the records of the Company with respect to uncertificated
stock), and the Participant’s name has been entered in the books of the Company as a stockholder. 
 11.
TRANSFERABILITY. Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution,
and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in
17 C.F.R. 240,16a-1(e), and may not be made subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or
Participant’s legal representative and any elections with respect to an Award may be made only by the Participant or Participant’s legal representative. 

12. RESTRICTIONS ON SHARES. 

12.1 Right of First Refusal. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s)
in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party and which transfer has been permitted by written approval of the Committee or the Board,
provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

12.2 Right of Repurchase. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in
the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time. 












 12.3 No Transfers. Subject to Sections 12.1 and 12.2, any holder of
Shares issued hereunder may not may not sell, assign, transfer, pledge, encumber or in any manner dispose of any of such Shares, whether voluntarily or by operation of law, or by gift or otherwise, other than by means of a Permitted Transfer (as
defined below). If any provision(s) of any agreement(s) currently in effect by and between the Company and the holder (the “Stockholder Agreement(s)”) conflicts herewith, this Section shall govern, and the remaining provision(s) of the
Stockholder Agreement(s) that do not conflict with this Section shall continue in full force and effect. For purposes hereof, a “Permitted Transfer” shall mean any of the following: 

(a) any transfer by the holder of any or all of the Shares to the Company; 

(b) any transfer by the holder of any or all of the Shares to the holder’s immediate family or a trust for the benefit of the holder or
the holder’s immediate family; 
 (c) any transfer by the holder of any or all of the Shares effected pursuant to the holder’s
will or the laws of intestate succession; 
 (d) any transfer of Shares permitted by written approval of the Committee or the Board. 

Any transfer of Shares shall be null and void unless the terms, conditions and provisions of this Section 12.3 are strictly observed and
followed. The foregoing restriction on transfer set forth in this Section 12.3 shall lapse upon the earlier of (i) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with
or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended, or (ii) immediately prior to
the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

13. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock
transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be listed or quoted. 
 14. ESCROW: PLEDGE OF
SHARES. To enforce any restrictions on a Participant’s Shares set forth in Section 12 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit
with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however, that the 












 
Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as
the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with the
consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash,
shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. Although this Plan is intended to be a written compensatory benefit
plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this
Plan which is required in law only because of Section 25102(o) need not apply with respect to a particular Award if the Committee so provides. An Award will not be effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements
of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 

17. SECTION 409A AWARDS. To the extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time. In this regard, if any
amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is considered a “specified employee” (within the meaning of Section 409A), then no such
payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service, or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent
such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any Participant under the Plan or any
other person with respect to any penalties or taxes under Section 409A of the Code that are, or may be, imposed with respect to any Award. 












 18. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any
Parent or Subsidiary to terminate Participant’s employment or other relationship at any time, with or without Cause. 
 19.
CORPORATE TRANSACTIONS. 
 19.1 Assumption or Replacement of Awards by Successor or Acquiring Company.
In the event of (a) a dissolution or liquidation of the Company, (b) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”) in which
the Company is a constituent corporation or is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any
such securities that are held by an Acquiring Stockholder (defined below)) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation
if the surviving corporation is owned by the together possess at least fifty percent (50%) of the total voting power of all securities of such surviving corporation (or its parent corporation, if applicable) that are outstanding immediately after
the consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Stockholder; or (c) a sale of all or substantially all of the assets
of the Company, that is followed by the distribution of the proceeds to the Company’s stockholders, any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption,
conversion or replacement will be binding on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders
of the Company (after taking into account the existing provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 19.1. For
purposes of this Section 19.1, an “Acquiring Stockholder” means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls
a majority of another corporation that merges or combines with the Company in such combination transaction. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above,
pursuant to a transaction described in this Section 19.1, then notwithstanding any other provision in this Plan to the contrary, such Awards will expire on such transaction at such time and on such conditions as the Board will determine. 












 19.2 Other Treatment of Awards. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 19, in the event of the occurrence of any transaction described in Section 19.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan
of reorganization, merger, consolidation, dissolution, liquidation or sale of assets. 
 19.3 Assumption of Awards by the
Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under
this Plan in substitution of such other company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or
assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes
an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant
to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 

20. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on the date that it is adopted by the Board (the
“Effective Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective
Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this Plan; (b) no Option granted pursuant to an increase in
the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (c) in the event that initial stockholder approval is not obtained within the time period
provided herein, all Awards for which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be canceled, any Shares issued pursuant to any such Award shall be canceled and
any purchase of such Shares issued hereunder shall be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply) granted pursuant to an
increase in the number of Shares approved by the Board which increase is not approved by stockholders within the time then required under Section 25102(o) shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and
any purchase of Shares subject to any such Award shall be rescinded. 
 21. TERM OF PLAN/GOVERNING LAW. Unless earlier
terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of stockholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance with the
laws of the State of California. 












 22. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9
hereof, the Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not,
without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to Section 25102(o) of the California Corporations Code or the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans. 
 23. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan
by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as
it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements maybe either generally applicable or applicable only in specific cases. 

24. DEFINITIONS. As used in this Plan, the following terms will have the 

following meanings: 

“Award” means any award under this Plan, including any Option, Restricted Stock Award, or Restricted Stock Units. 

“Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award, including the Stock Option Agreement, Restricted Stock Purchase Agreement, Stock Agreement and Restricted Stock Unit Agreement. 

“Board” means the Board of Directors of the Company. 

“Cause” means Termination because of (a) any willful, material violation by the Participant of any law or
regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of
a common law fraud, (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (c) any material
breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director
or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer,
director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company
or a Parent or Subsidiary of the Company and the Participant, (d) Participant’s disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or
employees of the Company or a Parent or Subsidiary of the Company, or (e) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the
Company or a Parent or Subsidiary of the Company, 












 “Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee created and appointed by the Board to administer this Plan, or if no committee is
created and appointed, the Board. 
 “Company” means Couchbase, Inc., or any successor corporation. 

“Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.

 “Exercise Price” means the price per Share at which a holder of an Option may purchase Shares issuable upon
exercise of the Option. 
 “Fair Market Value” means, as of any date, the value of a share of the Company’s
Common Stock determined as follows: 
 if such Common Stock is then publicly traded on a national securities exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall Street Journal;  
 if such Common Stock is publicly traded but
is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so
reported, as otherwise reported by any newspaper or other source as the Committee may determine); or 
 if none of the foregoing is
applicable to the valuation in question, by the Committee in good faith. 
 “Option” means an award of an option to
purchase Shares pursuant to Section 5 of this Plan. 
 “Parent” means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 
 “Participant” means a person who receives an Award under this Plan. 

“Plan” means this Couchbase, Inc. 2018 Equity Incentive Plan, as amended from time to time. 












 “Purchase Price” means the price at which a Participant may purchase
Restricted Stock in connection with this Plan. 
 “Restricted Stock” means Shares purchased pursuant to a Restricted
Stock Award under this Plan. 
 “Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof.

 “Restricted Stock Unit” means an Award of phantom stock units to a Participant, which may be
settled in cash or Shares as determined by the Committee, pursuant to Section 7. 
 “SEC” means the Securities
and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Shares” means shares of the Company’s Common Stock, $0.0001 par value, reserved for issuance under this Plan, as
adjusted pursuant to Sections 2 and 19 hereof, and any successor security. 
 “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 
 “Termination” or
“Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or
Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more
than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy
adopted from time to time by the Company’s Board and issued and promulgated in writing. In the case of any Participant on sick leave, military leave or an approved leave of absence, the Committee may make such provisions respecting suspension
of vesting of the Award while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement.
The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). 

“Unvested Shares” means “Unvested Shares” as defined in the Award Agreement for an Award. 

“Vested Shares” means “Vested Shares” as defined in the Award Agreement. 












 No. 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

FOR NON-U.S. PARTICIPANTS 

This Stock Option Agreement for Non-U.S. Participants (the “Option
Agreement”), including any special terms and conditions for Participant’s country set forth in the addendum attached hereto as Exhibit A (the “Addendum”) (together with the Option Agreement, this
“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and
the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the
“Plan”). 
  

			
	Participant:	  	  

	Employee ID:	  	  

	Total Option Shares:	  	  

	Exercise Price Per Share:	  	  

	Date of Grant:	  	  

	First Vesting Date:	  	  

	Expiration Date:	  	  

		  	 (unless earlier terminated under Section 5.6 of the Plan)

	Type of Stock Option:	  	 NQSO (Non-Qualified Stock Option)


 1. GRANT OF OPTION. The Company hereby grants to Participant an option (this
“Option”) to purchase the total number of shares of Common Stock, $0.00001 par value per share, of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set
forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. 

2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. Provided Participant continues to provide services to the Company or any Subsidiary or
Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the
first page of this Agreement (the “First Vesting Date”); (ii) on the First Vesting Date the Option will become vested and exercisable as to 1/4th of the Shares; and (iii) thereafter at the end of each full succeeding
calendar month the Option will become vested and exercisable as to 1/48th of the Shares until the Shares are vested with respect to all of the Shares. If application of the vesting 












 
percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month
this Option shall become exercisable for the full remainder of the Shares. [Notwithstanding the foregoing, 100% of the Shares will become immediately vested and exercisable upon Participant’s death, subject to Participant’s continuous
service with the Company or any Subsidiary or Parent of the Company until the date of such death.]1 

2.2 Vesting of Options. Shares that are vested pursuant to the schedule set forth in Section 2.1 are
“Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.” 

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3
below or pursuant to Section 5.6 of the Plan. 
 3. TERMINATION. 

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except
death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination
Date, but in any event no later than the Expiration Date. 
 3.2 Termination Because of Death or Disability. If
Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of the Termination Date when Termination is for any reason other than Participant’s Disability or for Cause), the Option,
to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later
than the Expiration Date. 
 3.3 Termination for Cause. If Participant is terminated for Cause, Participant may exercise
such Participant’s Option, but not to an extent greater than such Option is    exercisable as to Vested Shares upon the Termination Date and Participant’s Option shall expire on such Participant’s Termination Date,
or at such later time and on such conditions as are determined by the Committee. 
 3.4 No Obligation to Employ. Nothing
in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 
 3.5
Termination Date. For purposes of the Option, the Termination Date is deemed to occur as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the
reason for the Termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction 

 

	1 	 To include for accelerated vesting upon death.















 
where Participant is employed or otherwise rendering services or the terms of Participant’s employment or other service agreement, if any) and such date will not be extended by any notice
period (e.g., the date would not be delayed by any contractual notice period or any period of “garden leave,” or similar period mandated under employment or other laws in the jurisdiction where Participant is employed or otherwise
rendering services or the terms of Participant’s employment or other service agreement, if any). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her
Option grant (including whether Participant may still be considered to be providing services while on a leave of absence). 
 4.
MANNER OF EXERCISE. 
 4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in
the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto
as Exhibit B, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise
the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as
may be required by the Company to comply with applicable laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to
exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were Participant. 

4.2 Limitations on Exercise. The Option may not be exercised unless such exercise is in compliance with all applicable
U.S. and non-U.S. federal and state securities and other applicable laws, as they are in effect on the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it
is exercised as to all Shares as to which the Option is then exercisable. 
 4.3 Payment. The Exercise Agreement shall
be accompanied by full payment of the Exercise Price for the Shares being purchased in cash (by check or wire transfer of immediately available funds), or where permitted by law: 

(a) provided that a public market for the Company’s stock exists: (i) through a “same day sale” commitment from
Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a “margin” commitment
from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total
Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 












 (b) any other form of consideration approved by the Committee; or 

(c) by any combination of the foregoing. 

4.4 Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if
different, the Parent or Subsidiary of the Company for which Participant provides services (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related
Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited to, the grant, vesting or exercise of the Option, the
subsequent sale of the Shares acquired upon the exercise of the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or
eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than
one jurisdiction, Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than
one jurisdiction. 
 Prior to the relevant taxable or tax-withholding event, as applicable,
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Service
Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding
from Participant’s wages or other compensation paid to Participant by the Company or the Service Recipient, (ii) withholding from proceeds of the sale of the Shares acquired upon exercise of the Option either through a voluntary sale or
through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent), (iii) withholding from the Shares otherwise issuable at exercise of the Option, or (iv) any method
determined by the Committee to be in compliance with applicable laws. 
 Depending on the withholding method, the Company and/or Service
Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in
Participant’s jurisdiction, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items
is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for purposes of paying the Tax-Related Items. 
 Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse the exercise or to issue or deliver the underlying Shares or the proceeds of the sale of the Shares acquired upon the exercise of the Option, if Participant fails to comply with his or her obligations in connection
with the Tax-Related Items. 












 4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall
deliver certificates representing the Shares with the appropriate legends affixed thereto. 
 5. NATURE OF GRANT. In
accepting the Option, Participant acknowledges, understands and agrees that: 
 (a) the Plan is established voluntarily by the Company, it is
discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; 

(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future
grants of stock options, or benefits in lieu of stock options, even if stock options have been granted in the past; 
 (c) all decisions with
respect to future stock option or other grants, if any, will be at the sole discretion of the Company; 
 (d) if Participant is employed by a
Parent or Subsidiary of the Company, the grant of Option and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming a service relationship with the Company; 

(e) Participant is voluntarily participating in the Plan; 

(f) the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or
compensation; 
 (g) the Option and the Shares subject to the Option, and the income from and value of same, are not part of normal or
expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; 
 (h) the future value
of the Shares subject to the Option is unknown, indeterminable, and cannot be predicted with certainty; 
 (i) if the Shares subject to
Option do not increase in value, the Option will have no value; 
 (j) if Participant exercises the Option and acquires Shares, the value of
such Shares may increase or decrease in value, even below the Exercise Price; 












 (k) no claim or entitlement to compensation or damages shall arise from forfeiture of this
Option resulting from the Termination of Participant’s service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or
otherwise rendering services or the terms of Participant’s employment or other service agreement, if any), and in consideration of the grant of the Option, Participant agrees not to institute any claim against the Company, the Service Recipient
or any other Parent or Subsidiary of the Company; 
 (l) unless otherwise agreed with the Company, the Option and any Shares acquired upon
the exercise of the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Subsidiary; 

(m) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not
create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and 

(n) neither the Company, the Service Recipient nor any other Parent or Subsidiary of the Company shall be liable for any foreign exchange rate
fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of Shares acquired upon the
exercise of the Option. 
 6. DATA PRIVACY. 

(a) Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about
Participant, including, but not limited to, Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary,
nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the
purposes of implementing, administering and managing Participant’s participation in the Plan. The legal basis, where required, for the processing of Data is Participant’s explicit declaration of consent provided by signing or
electronically agreeing to this Agreement. Where required under applicable law, Data may also be disclosed to certain securities or other regulatory authorities. 

(b) Stock Plan Administration Service Providers. The Company may transfer Data to an independent service provider, which may be
assisting the Company with the implementation, administration and management of the Plan. Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the
ability to participate in the Plan. 












 (c) International Data Transfers. The Company is based in the United States.
Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the event Participant resides or is otherwise located outside the United States, Participant understands and acknowledges that
the United States might apply laws not providing a level of protection of the Data equivalent to the level of protection in Participant’s country or jurisdiction. For example, the European Commission has issued a limited adequacy finding with
respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program, in which the Company currently does not participate. In the absence of appropriate
safeguards such as a certification under the EU-U.S. Privacy Shield program or standard data protection clauses, the processing of the Data in the United States might not be subject to substantive data
processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing of the Data. By signing or electronically agreeing to this Agreement, Participant explicitly
declares his or her consent to the Company receiving and transferring the Data and, as the case may be, to certain service providers without implementing appropriate safeguards. Where required, such processing of the Data will be exclusively based
on Participant’s consent. 
 (d) Data Retention. The Company will hold and use the Data only as long as is
necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend
beyond Participant’s service relationship. When the Company or the Service Recipient no longer need the Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such
purposes to the fullest extent practicable. 
 (e) Voluntariness and Consequences of Consent Denial or Withdrawal.
Participation in the Plan is voluntary and Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s compensation
from or employment or other service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant the Option or other awards to Participant
or administer or maintain such awards. 
 (f) Declaration of Consent. By signing or electronically agreeing to this
Agreement, Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data described above, including to recipients
located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above. 

(g) Alternative Basis for Data Processing and Transfer. Participant understands that the Company may rely on a different legal
basis for the processing or transfer of Data in the future and/or request that Participant provide another data privacy consent form. If applicable and upon request of the Company, Participant agrees to provide an executed acknowledgement or data
privacy consent form to the Service Recipient or the Company (or any other acknowledgements, agreements or consents that may be required by the Service Recipient or the Company) that the Company and/or the Service Recipient may deem necessary to
obtain under the data privacy laws in Participant’s country, either now or in the future. Participant understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or
consent requested by the Company and/or the Service Recipient. 












 7. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this
Agreement are intended to comply with Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any provision of this Agreement that is inconsistent with Section 25102(o) or any regulations relating thereto
shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any regulations relating thereto. Notwithstanding any other provision of the Plan or this Agreement, unless
there is an available exemption from any registration, qualification or other legal requirement applicable to the Common Stock, the Company shall not be required to permit the exercise of the Option and/or deliver any Shares prior to the completion
of any registration or qualification of the Shares under any U.S. or non-U.S. local, state or federal securities or other applicable laws, under rulings regulations of the U.S. SEC or of any other governmental
regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in
its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, or any state or non-U.S. securities
commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares subject to the Option. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without
Participant’s consent to the extent necessary to comply with securities or other applicable laws applicable to issuance of the Shares subject to the Option. 

8. NONTRANSFERABILITY OF OPTION. The Option may not be transferred in any manner other than by will or by the laws
of descent and distribution, or by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor), and may be exercised during the lifetime of Participant only by
Participant or in the event of Participant’s incapacity, by Participant’s legal representative. The terms of the Option shall be binding upon the executors, administrators, successors, and assigns of Participant. 

9. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by Participant or any
transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or
its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the “Right of First Refusal”). The
Company’s Right of First Refusal will terminate when the Company’s securities become publicly traded. 
 10.
PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Participant. 

11. GENERAL PROVISIONS 












 11.1 Interpretation. Any dispute regarding the interpretation of
this Agreement shall be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 

11.2 Entire Agreement. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the
entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 
 11.3
Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices or to its
facsimile or telecopier number specified below. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address, facsimile, telecopier, or e-mail
indicated below or to such other address, facsimile, telecopier, or e-mail as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered
upon: (i) personal delivery; (ii) three (3) days after deposit in the United States or comparable non-U.S. mail by certified or registered mail (return receipt requested); (iii) one (1) business
day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, telecopier, or e-mail. 

11.4 Successors and Assigns. The Company may assign any of its rights under this Agreement, including its rights to
purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs,
executors, administrators, legal representatives, successors and assigns. 
 11.5 Governing Law/Venue. This
Agreement shall be governed by and construed in accordance with the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. For purposes of any
action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the Courts of Santa Clara County, California, or the
federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. 

11.6 Acceptance/No Advice Regarding Grant. Participant hereby acknowledges receipt of a copy of the Plan and this
Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences
related to the Option or disposition of the Shares and that Participant should consult a tax adviser prior to accepting the Option or disposing of the Shares. 












 11.7 Further Assurances. The parties agree to execute such
further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

11.8 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference
only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this
Agreement. 
 11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when
so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 
 11.10
Insider Trading Restrictions / Market Abuse Laws. By accepting the Option, Participant acknowledges that Participant is bound by all the terms and conditions of any Company’s insider trading policy as may be implemented in the
future. Participant further acknowledges that, depending on Participant’s country, Participant may be or may become subject to insider trading restrictions and/or market abuse laws which may affect Participant’s ability to accept, acquire,
sell or otherwise dispose of Shares, rights to Shares (e.g., Options) or rights linked to the value of Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as
defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before Participant possessed inside information. Furthermore, Participant
could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under
these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company’s insider trading policy as may be implemented in the future. Participant acknowledges that it is Participant’s
responsibility to comply with any applicable restrictions, and Participant should speak to his or her personal advisor on this matter.  

11.10 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be
stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the
forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both
parties agree to substitute such provision(s) through good faith negotiations. 
 11.12 Facsimile/Electronic Delivery and
Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery by facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. Further,
the Company may, in its sole discretion, decide to delivery any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 












 11.13 Waiver of Statutory Information Rights. Participant
understands and agrees that, but for the waiver made herein, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock
ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware
(any and all such rights, and any and all such other rights of Participant as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of stock of the Company to the general public
pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection
Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be
commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing
waiver shall not apply to any contractual inspection rights of Participant under any other written agreement between Participant and the Company. 

11.14 Language. Participant acknowledges that he or she is proficient in the English language and understands the terms of
this Agreement. If Participant has received this Agreement or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version,
the English version will control. 
 11.15 Addendum. Notwithstanding any provisions in this Option Agreement, the
Option shall be subject to any special terms and conditions for Participant’s country set forth in the Addendum attached hereto as Exhibit A. Moreover, if Participant relocates to one of the countries included in the Addendum, the
special terms and conditions for such country will apply to Participant, to the extent, the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes
part of this Agreement. 
 11.16 Imposition of Other Requirements. The Company reserves the right to impose other
requirements on Participant’s participation in the Plan, on the Option and on the Shares acquired upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 11.17
Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by
Participant or any other Participant. 












 11.18 Foreign Asset/Account Reporting Requirements. Participant
acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Participant’s ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including
from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in his of
her country. Participant also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Participant’s country through a designated bank or broker within a certain time after receipt.
Participant acknowledges that it is his or her responsibility to be compliant with such obligations, and Participant should speak to his or her personal advisor on this matter. 

[Signature page to follow] 












 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. 
  

	
	COUCHBASE, INC. 
	
	By:
	
	 Greg Henry

	
	 Chief Financial Officer


 Address: 
 Couchbase, Inc.

 3250 Olcott Street 
 Santa Clara, CA 95054 

Facsimile: 
 [***] 

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Sections 11 and 12 thereof, and understands
that this Option is subject to the terms of the Plan and of this Agreement. 
  

			
	PARTICIPANT
		
	By:	 	  

		
	Address:	 	  

		
	Email:	 	  














 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN 

STOCK OPTION EXERCISE AGREEMENT 












 No         

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION EXERCISE AGREEMENT 

FOR NON-U.S. PURCHASERS 

This Stock Option Exercise Agreement for Non-U.S. Purchasers (the “Exercise
Agreement”) is made and entered into as of              , (the “Effective Date”) by and between Couchbase, Inc., a Delaware corporation (the
“Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2018 Equity Incentive Plan (the
“Plan”) or the Stock Option Agreement for Non-U.S. Participants (the “Stock Option Agreement”). 
  

			
	Purchaser	 	  

		
		 	  

		
	Employee ID Number:	 	  

		
	Address:	 	  

		
		 	  

		
	Total Number of Shares:	 	  

		
	Exercise Price Per Share:	 	  

		
	Date of Grant:	 	  

		
	First Vesting Date:	 	  

		
	Expiration Date:	 	  

		 	(Unless earlier terminated under Section 5.6 of the Plan)

  












 1. Exercise of Option. 

1.1 Exercise. Pursuant to the exercise of that certain option (the “Option”) granted to Purchaser under the Plan
and subject to the terms and conditions of this Exercise Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, the Total Number of Shares set forth above (the “Shares”) of the
Company’s Common Stock, $0.0001 par value per share, at the Exercise Price Per Share set forth above (the “Exercise Price”). As used in this Exercise Agreement, the term “Shares” refers to the
Shares purchased under this Exercise Agreement and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to the Shares, and (iii) all securities received in
replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 
 1.2 Title to Shares. The
exact spelling of the name(s) under which Purchaser will take title to the Shares is: 
  

			
		  	  

		
		  	  


 To assign the Shares to a trust, a stock transfer agreement in a form acceptable to the Company (the
“Stock Transfer Agreement”) must be completed and executed. 
 1.3 Payment. Purchaser hereby delivers payment
of the Exercise Price in the manner permitted in the Stock Option Agreement as follows (check and complete as appropriate): 
 [ ] in cash
(by check or wire transfer of immediately available funds) in the amount of $_____, receipt of which is acknowledged by the Company; or 
 [
] other (as referenced in the Plan and described in the Stock Option Agreement (please describe)):
                                . 

2. Delivery. 

2.1 Deliveries by Purchaser. Purchaser hereby delivers to the Company (i) this Exercise Agreement, (ii) two (2) copies of a
blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached hereto (the “Stock Powers”), both executed by Purchaser, and (iii) the Exercise Price and payment or other
provision for any applicable Tax-Related Items (as defined in the Stock Option Agreement) in the form specified above, a copy of which is attached hereto as Exhibit 2. 

2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable Tax-Related Items (as defined in the Stock Option Agreement) and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock
certificate evidencing the Shares in the name of Purchaser to be placed in escrow as provided in Section 10 until expiration or termination of the Company’s Right of First Refusal as described in Sections 8 and 9. 












 3. Representations and Warranties of Purchaser. Purchaser represents
and warrants to the Company that: 
 3.1 Agrees to Terms of the Plan. Purchaser has received a copy of the Plan and the Stock Option
Agreement, has read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise
of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. 
 3.2
Purchase for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning
of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares. 

3.3 Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such
matters and this investment. 
 3.4 Understanding of Risks. Purchaser is fully aware of: (i) the highly speculative nature of the
investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use
them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Shares. Purchaser is capable of evaluating the merits and risks of this investment, has
the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment. For the avoidance of doubt, Purchaser understands and agrees that the Shares are subject to the transfer
restrictions set forth in Sections 11 and 12 of the Plan. 
 3.5 No General Solicitation. At no time was Purchaser presented with or
solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. 

4. Compliance with Securities Laws. 

4.1 Compliance with U.S. Federal Securities Laws. Purchaser understands and acknowledges that the Shares have not been registered with
the SEC under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all
applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. 












 4.2 Compliance with California Securities Laws. THE PLAN, THE STOCK OPTION
AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING COMMISSIONER RULES, IF APPLICABLE) OR REGULATIONS PROMULGATED THEREUNDER BY THE CALIFORNIA DEPARTMENT OF
CORPORATIONS (THE “REGULATIONS”). ANY PROVISION OF THIS EXERCISE AGREEMENT THAT IS INCONSISTENT WITH SECTION 25102(o) SHALL, WITHOUT FURTHER ACT OR AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO
COMPLY WITH THE REQUIREMENTS OF SECTION 25102(o). THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT TO
SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE. 
 4.3 Compliance with Non-U.S. Securities Laws. The Purchaser understands and acknowledges that the Option and the Shares to be issued upon exercise of the Option may be subject to non-U.S.
federal or state securities laws or other laws and the exercise of the Option and the issuance of the Shares upon exercise are expressly conditioned upon compliance with any non-U.S. securities or other
applicable laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws 
 5. Restricted
Securities. 
 5.1 No Transfer Unless Registered or Exempt. Purchaser understands that Purchaser may not transfer any Shares
unless such Shares are registered under the Securities Act or qualified under applicable U.S. state or Non-U.S. securities laws or unless, in the opinion of counsel to the Company, exemptions from such
registration and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also
been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. 

5.2 SEC Rule 144. In addition, Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain
limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been
purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public
information” about the Company (as defined in Rule 144) is not publicly available. 












 5.3 SEC Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under
the Securities Act may become freely tradeable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the SEC, subject to the lengthier market standoff agreement contained in Section 7 of this Exercise Agreement or any other agreement entered into by Purchaser.
Affiliates must comply with the provisions (other than the holding period requirements) of Rule 144. 
 6. Restrictions on
Transfers. 
 6.1 Disposition of Shares. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares
(other than as permitted by this Exercise Agreement) unless and until: 
 (a) Purchaser shall have notified the Company of the proposed
disposition and provided a written summary of the terms and conditions of the proposed disposition; 
 (b) Purchaser shall have complied
with all requirements of this Exercise Agreement and Stock Option Agreement applicable to the disposition of the Shares; 
 (c) Purchaser
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or (ii) all
appropriate actions necessary for compliance with the registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) have been taken; and 

(d) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the Regulations referred to in Section 4.2 or 4.3 hereof. 

6.2 Restriction on Transfer. Purchaser shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber
or otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except as permitted by this Exercise Agreement. 

6.3 Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted
transfers specified in this Exercise Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Exercise Agreement and that the transferred
Shares are subject to (i) the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 7 hereof, to the same extent such Shares would be so
subject if retained by the Purchaser. 












 7. Market Standoff Agreement. Purchaser agrees in connection with any
registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to
all restrictions as the Company or the underwriters may specify. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. 

8. Company’s Right of First Refusal. Unvested Shares and Vested Shares may not be sold or otherwise transferred by
Purchaser without the Company’s prior written consent. Before any Vested Shares held by Purchaser or any transferee of such Vested Shares (either sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including, without limitation, a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s) will have a right of first refusal to
purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

8.1 Notice of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the “Proposed
Transferee”); (iii) the number of Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the
“Offered Price”); and (v) that the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered Price
as provided for in this Exercise Agreement. 
 8.2 Exercise of Right of First Refusal. At any time within thirty (30) days after
the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the
Proposed Transferees named in the Notice, at the purchase price, determined as specified below. 
 8.3 Purchase Price. The purchase
price for the Offered Shares purchased under this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) the purchase price will be the fair
market value of the Offered Shares as determined in good faith by the Company’s Board of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash
consideration, as determined in good faith by the Company’s Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration. 












 8.4 Payment. Payment of the purchase price for the Offered Shares will be payable, at
the option of the Company and/or its assignee(s) (as applicable), by cash or check (or wire transfer of immediately available funds) or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the
Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice,
or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice. 
 8.5 Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise
transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice,
(ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in
the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to
which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

8.6 Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt
from the Right of First Refusal: (i) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as
defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to
apply to the transferred Vested Shares in the hands of such transferee or other recipient; (ii) any transfer of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or
corporations (except that, the Right of First Refusal will continue to apply thereafter to such Vested Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section
unless the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family”
will mean Purchaser’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Purchaser or the Purchaser’s spouse, or the spouse of any of the above or
Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the Participant and the Spousal Equivalent are
the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally
competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common
welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely. 












 8.7 Termination of Right of First Refusal. The Right of First Refusal will terminate
as to all Shares (i) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the 1933 Act (other than a registration
statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (ii) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities Exchange Act of 1934, as amended.

 8.8 Encumbrances on Vested Shares. Purchaser may grant a lien or security interest in, or pledge, hypothecate or encumber Vested
Shares only if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in a writing satisfactory to the Company that: (i) such lien, security interest, pledge,
hypothecation or encumbrance will not apply to such Vested Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the provisions of this Section will continue to apply to such Vested Shares in the hands
of such party and any transferee of such party. Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares. 

9. Rights as a Shareholder. Subject to the terms and conditions of this Exercise Agreement, Purchaser will have all of the
rights of a shareholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First
Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the
provisions of this Exercise Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. 

10. Escrow. As security for Purchaser’s faithful performance of this Exercise Agreement, Purchaser agrees,
immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the date and number of Shares left blank),
to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers
and/or releases of such Shares as are in accordance with the terms of this Exercise Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or
omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature
purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will be released from escrow upon termination of the Right of First
Refusal. 












 11. Restrictive Legends and Stop-Transfer Orders. 

11.1 Legends. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or
any agreement between Purchaser and any third party: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER: INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE
AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A
RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 












 11.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the
restrictions imposed by this Exercise Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same
effect in its own records. 
 11.3 Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares
that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom
such Shares have been so transferred. 
 12. Tax Consequences. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE
PURCHASE OR DISPOSITION OF THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER
SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.  
 13. Compliance with
Laws and Regulations. The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Purchaser with all applicable state, U.S. Federal, as well as non U.S. laws and regulations and with all
applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 

14. Successors and Assigns. The Company may assign any of its rights under this Exercise Agreement, including its rights
to purchase Shares under the Right of First Refusal. No other party to this Exercise Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Exercise Agreement, except with the prior written
consent of the Company. This Exercise Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Agreement will be binding upon
Purchaser and Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns. 
 15. Governing
Law; Venue. This Exercise Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. For purposes of any action, lawsuit or
other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the Courts of San Francisco, California, or the federal courts for the United
States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. 












 16. Notices. Any and all notices required or permitted to be given to a
party pursuant to the provisions of this Exercise Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Exercise Agreement on the earliest of the following: (i) at the time of personal
delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of
receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business
days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iv) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for
United States deliveries. 
 All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices
not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines of this Exercise Agreement, or
at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked “Attention: President”. Notices by facsimile
shall be machine verified as received. 
 17. Further Assurances. The parties agree to execute such further documents
and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Exercise Agreement. 

18. Titles and Headings. The titles, captions and headings of this Exercise Agreement are included for ease of reference
only and will be disregarded in interpreting or construing this Exercise Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits”
to this Exercise Agreement. 
 19. Entire Agreement. The Plan, the Stock Option Agreement and this Exercise Agreement,
together with all Addenda and Exhibits thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements, whether oral or
written, between or among the parties hereto with respect to the specific subject matter hereof. 
 20. Counterparts.
This Exercise Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 












 21. Severability. If any provision of this Exercise Agreement is
determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or
provision cannot be so enforced, such provision shall be stricken from this Exercise Agreement and the remainder of this Exercise Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Exercise Agreement. Notwithstanding the forgoing, if the value of this Exercise Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made
by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 

22. Facsimile Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile
signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 












 IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to be executed in
triplicate by its duly authorized representative and Purchaser has executed this Exercise Agreement in triplicate as of the Effective Date, indicated above. 
  

			
	COUCHBASE, INC.	 	PURCHASER
		
	By:                                     
                                         
                      	 	  

		
		 	(Signature)
		
	  
 (Please print name)
	 	  
 (Please print name)

		
	  
 (Please print title)
	 	
		
	Address:	 	Address:
		
	  
	 	  

		
	  
	 	  

		
	  
	 	  

		
	Fax
No.:                                        
                                         
           	 	Fax
No.:                                        
                                         
           
		
	Phone No.:	 	Phone No.:

 List of Exhibits 

Exhibit 1: Stock Power and Assignment Separate from Stock Certificate 

Exhibit 2: Copy of Purchaser’s Check or other permitted consideration 

[Signature page to Couchbase, Inc. Stock Option Exercise Agreement] 












 EXHIBIT 1 

STOCK POWER AND ASSIGNMENT SEPARATE 

FROM STOCK CERTIFICATE 












 Stock Power and Assignment 

Separate from Stock Certificate 

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Agreement No.
                     dated as of
                             ,         , (the
“Agreement”), the undersigned hereby sells, assigns and transfers unto
                                         
                    shares of the Common Stock $0.0001 par value per share, of Couchbase, Inc., a Delaware corporation (the
“Company”), standing in the undersigned’s name on the books of the Company represented by Certificate
No(s).                             delivered herewith, and does hereby irrevocably constitute and
appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company.
THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. 
 Dated: ,
                                         
    
  

	
	PURCHASER
	
	  
 (Signature)

	
	  
 (Please Print Name)



 Instructions to Purchaser: Please do not fill in any blanks other than the signature line. The purpose of
this Stock Power and Assignment is to enable the Company to acquire the shares upon exercise its “Right of First Refusal” set forth in the Exercise Agreement without requiring additional signatures on the part of the Purchaser. 












 EXHIBIT 2 

COPY OF PURCHASER’S CHECK 












 EXHIBIT A 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 ADDENDUM 

TO THE STOCK OPTION AGREEMENT FOR NON-U.S. PARTICIPANTS 

Capitalized terms, unless explicitly defined in this Addendum, shall have the meanings given to them in the Stock Option Agreement for Non-U.S. Participants (the “Option Agreement”) or in the Plan. 
 Terms and Conditions

 This Addendum includes special terms and conditions that govern Participant’s Option if Participant resides and/or works in one of the
countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another
country after the grant of the Option, the Company shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to Participant. 

Notifications 
 This Addendum also includes
information regarding securities, exchange control, tax and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control, tax and
other laws in effect in the respective countries as of December 2020. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information contained herein as the only source of
information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant exercises the Option or at the time Participant sells the Shares acquired upon exercise of
the Option. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result; therefore, Participant is advised to
seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s individual situation. 
 If
Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another country after the grant of
the Option, the notifications contained herein may not be applicable to Participant in the same manner. 












 AUSTRALIA 

Notifications 
 Securities Law Information.
If Participant acquires Shares under the Plan and subsequently offers the Shares for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law and Participant should obtain legal
advice regarding any applicable disclosure requirements prior to making any such offer. 
 Tax Information. Subdivision 83A-C of the Income Tax Assessment Act, 1997 applies to the Option granted under the Plan, such that the Option is intended to be subject to deferred taxation. 

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The
Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Participant will be required to file the report. 

AUSTRIA 
 Notifications 

Exchange Control Information. If Participant holds Shares acquired under the Plan outside of Austria, Participant must submit a report to the
Austrian National Bank. An exemption applies if the value of Shares as of any given quarter does not exceed €30,000,000 or if the value of Shares in any given year as of December 31 does not exceed €5,000,000. If the former threshold
is exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. The deadline for filing the annual report is January 31 of the following year and the deadline for the quarterly report
is the 15th of the month following the end of the respective quarter. 
 A separate reporting requirement applies when Participant sells Shares acquired
under the Plan or receives a dividend. In that case, there may be exchange control obligations if the cash proceeds are held outside of Austria. If the transaction volume of all accounts abroad exceeds €10,000,000, the movements and balances of
all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen). 

BELGIUM 
 Terms and Conditions 

Timing of Acceptance. In order to satisfy the timing requirements for taxation of options at the time of exercise under the current interpretation
of the Belgian Minister of Finance, Participant agrees that Participant will not accept this Option until more than sixty (60) days after the “offer date.” The offer date is the date on which the material terms (i.e., the
number of Shares underlying this Option, the Exercise Price and the vesting schedule) are communicated to Participant by the Company. Notwithstanding that the offer cannot be accepted during this initial
60-day period, the offer will nonetheless be deemed to have been made on the offer date. This Option Agreement likely will not be provided to Participant until the expiration of the initial 60-day period in order to ensure acceptance of this Option more than sixty (60) days after the offer date.












 Notifications 

Foreign Asset/Account Reporting Information. Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts
(including brokerage accounts) opened and maintained outside Belgium on his or her annual tax return. Participant will also be required to provide the National Bank of Belgium with details regarding any such account (including the account number,
the name of the bank in which such account is held and the country in which such account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be,
under Kredietcentrales / Centrales des crédits caption. 
 Stock Exchange Tax Information. A stock exchange tax applies to transactions
executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax likely will not apply when the Option is exercised, but will apply when Shares
acquired pursuant to the Option are sold. Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the stock exchange tax. 

CANADA 
 Terms and Conditions 

Payment. Notwithstanding any provision in the Plan or the Option Agreement, Participant is prohibited from surrendering Shares that Participant already
owns or allowing the Company to cancel Shares otherwise issuable to Participant upon exercise to pay the Exercise Price or any Tax-Related Items in connection with the Option. 

Termination. The following provision replaces Section 3.5 of the Option Agreement: 

For purposes of the Option, except as otherwise required by applicable legislation, the Termination Date (regardless of the reason for such termination and
whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or otherwise providing services or the terms of Participant’s employment or service agreement, if any) is deemed to occur
as of the date that is the earliest of (a) the date that Participant receives notice of termination; (b) the date that Participant’s employment or other service is terminated, or (c) the date that Participant is no longer
actively providing services to the Company or any Parent or Subsidiary of the Company, regardless of any notice period or period of pay in lieu of such notice required under applicable law. The Committee shall have the exclusive discretion to
determine when Participant is no longer actively providing services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence). 












 The following terms and conditions apply to employees resident in Quebec: 

Language. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered
into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 
 Les parties reconnaissent avoir
expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié,
directement ou indirectement à la présente convention, soient rédigés en langue anglaise. 
 Data Privacy.
Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the
administration and operation of the Plan. Participant further authorizes the Company, any Parent or Subsidiary and the Committee to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in
Participant’s employee file. 
 Notifications 

Securities Law Information. Shares acquired under the Plan may not be sold or otherwise disposed of within Canada. Participant may sell the Shares
acquired under the Plan only through a stock plan service provider selected by the Company in the future, provided the sale of Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are traded. The Shares
are not currently traded on any stock exchange. 
 Foreign Asset/Account Reporting Information. Participant is required to report foreign specified
property (including Shares acquired at exercise and rights to Shares such as the Option) on Form T1135 (Foreign Income Verification Statement) if the total cost of Participant’s foreign specified property exceeds C$100,000 at any time during
the year. The Option must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property Participant holds. When Shares are acquired, their cost generally is the adjusted cost base
(“ACB”) of the Shares. The ACB is normally equal to the fair market value of such Shares at the time of acquisition; however, if Participant owns other Shares, the ACB may have to be averaged with the ACB of other
Shares. 
 FRANCE 
 Terms and Conditions

 Nature of Award. The Option is not intended to qualify for special tax and social security treatment applicable to stock options granted
under Section L.225-177 to L.225-186-1 of the French Commercial Code, as amended. 

Language Consent. By accepting the Option, Participant confirms having read and understood the documents related to the grant (the Agreement and the
Plan), which were provided in the English language. Participant accepts the terms of those documents accordingly. 












 Consentement Relatif
à la Langue. En acceptant l’attribution de l’Option, le Participant confirme avoir lu et compris les documents relatifs à l’attribution (le Contrat et le Plan), qui
ont été remis en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause. 
 Notifications

 Foreign Asset/Account Reporting Information. French residents must declare all foreign accounts, whether open, current, or closed, in their
income tax returns. Participant should consult with a personal tax advisor to ensure compliance with applicable reporting obligations. 
 GERMANY

 Notifications 
 Exchange Control
Information. Cross border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). Participant understands that in the event he or she receives a payment in excess of this amount in connection
with the sale of securities (including Shares acquired under the Plan), Participant must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal
Statistik”) available via Bundesbank’s website (www.bundesbank.de). 
 Foreign Asset/Account Reporting Information. If
Participant’s acquisition of Shares under the Plan leads to a so-called qualified participation at any point during the calendar year, Participant will need to report the acquisition when he or she files
his or her tax return for the relevant year. A qualified participation is attained if (i) the value of the Shares acquired exceeds €150,000 or (ii) in the unlikely event that Participant holds Shares exceeding 10% of the total capital
of the Company. Participant will be responsible for obtaining the appropriate form from a German federal bank and complying with the applicable reporting obligations. 

INDIA 
 Terms and Conditions 

Payment. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in India, Participant will not be permitted to
pay the Exercise Price by a “sell-to-cover” exercise (i.e., where a certain number of Shares subject to the exercised Option will be sold immediately
upon exercise and the proceeds of the sale will be remitted to the Company to cover the Exercise Price for the purchased Shares, any brokerage fees and any withholding obligation for Tax-Related Items). The
Company reserves the right to permit this method of payment depending on the development of local law. 
 Notifications 

Exchange Control Information. Indian residents are required to repatriate to India all proceeds received from the sale of Shares within 90 days of
receipt and any dividends paid on such shares within 180 days of receipt, or within such other period of time as may be required under applicable regulations. Participant must maintain the foreign inward remittance certificate received from the bank
where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation. It is Participant’s responsibility to comply with applicable exchange control laws in India. 












 Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank
accounts and any foreign financial assets (including Shares held outside India) in Participant’s annual tax return. Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal tax
advisor in this regard. 
 IRELAND 

Notifications 
 Director Notification
Obligation. If Participant is a director, shadow director or secretary of the Company’s Irish subsidiary or affiliate, and his or her interest in the Company represents more than 1% of the Company’s voting share capital, Participant
must notify the Irish subsidiary or affiliate in writing of his or her interest in the Company (e.g., shares acquired under the Plan, etc.), if Participant becomes aware of the event giving rise to the notification requirement, or if
Participant becomes a director or secretary, if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the
director, shadow director or secretary). 
 ISRAEL 

Terms and Conditions 
 Payment.
Notwithstanding anything to the contrary in the Plan or Agreement, due to tax considerations in Israel, Participant understands that Participant will be restricted to the cashless sell-all method of exercise.
Participant understands that to complete a cashless sell-all exercise, Participant needs to instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to
satisfy the Exercise Price, any brokerage fees and any withholding obligation for Tax-Related Items; and (iii) remit the balance in cash to Participant. Participant will not be permitted to hold Shares
after exercise. Depending on the development of local laws, the Company reserves the right to modify the methods of payment and, in its sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of payment permitted under the Agreement. 












 Notifications 

Securities Law Information. The grant of the Option does not constitute a public offering under the Securities Law, 1968. 

ITALY 
 Terms and Conditions 

Payment. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in Italy, Participant understands that
Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, Participant understands that Participant needs to
instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to satisfy the Exercise Price, any brokerage fees and any withholding obligation for Tax-Related
Items; and (iii) remit the balance in cash to Participant. Participant will not be permitted to hold Shares after exercise. Depending on the development of local laws, the Company reserves the right to modify the methods of payment and, in its
sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of payment permitted under the Agreement. 

Plan Document Acknowledgment. By accepting the Option, Participant acknowledges that he or she has received a copy of the Plan and this Agreement and
has reviewed the Plan and this Agreement in their entirety and fully accepts all provisions thereof. Participant further acknowledges that he or she has read and specifically and expressly approves (a) the following provisions of the Agreement:
Section 3: Termination; Section 4: Manner of Exercise; Section 4.4: Responsibility for Taxes; Section 5: Nature of Grant; Section 6: Data Privacy, Section 10: Privileges of Stock Ownership; Section 11: General
Provisions; Section 11.14: Language and all provisions for Italy in this Addendum. 
 Notifications 

Foreign Asset/Account Reporting Information. If Participant holds investments abroad or foreign financial assets (e.g., cash and Shares acquired under
the Plan) that may generate income taxable in Italy, Participant is required to report them on his or her annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting
duties apply to Participant if Participant is the beneficial owner of the investments, even if Participant does not directly hold investments abroad or foreign assets. 

Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. Such tax
is currently levied at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under the Plan) assessed at the end of the calendar year. No tax payment duties arise if
the value of the foreign assets held abroad does not exceed €6,000. 
 JAPAN 

Notifications 
 Exchange Control Information.
If the payment amount to purchase Shares in one transaction exceeds ¥30,000,000, Participant must file a Payment Report with the Ministry of Finance (the “MOF”) (through the Bank of Japan or the bank through which the payment was
effected). If the payment amount to purchase Shares in one transaction exceeds ¥100,000,000, Participant must file a Securities Acquisition Report, in addition to a Payment Report, with the MOF (through the Bank of Japan). 












 Foreign Asset/Account Reporting Information. Participant will be required to report details of any
assets held outside of Japan as of December 31 of each year to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 of the following year. Participant should consult with
a personal tax advisor as to whether the reporting obligation applies to Participant and whether the requirement extends to the Option, Shares and/or cash acquired under the Plan. 

NORWAY 
 There are no country-specific provisions.

 SAUDI ARABIA 
 Notifications

 Securities Law Information. The Agreement and related Plan documents may not be distributed in the Kingdom of Saudi Arabia except to such
persons that are permitted under the Rules on the Offers of Securities and Continuing Obligations issued by the Capital Market Authority (“CMA”). The CMA does not make any representation as to the accuracy or completeness of the Agreement,
and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. Participant should conduct his or her own due diligence on the accuracy of the information relating to Shares. If
Participant does not understand the contents of the Agreement, Participant should consult an authorized financial adviser. 
 SINGAPORE 

Terms and Conditions 
 Sale Restriction.
Participant agrees that any Shares acquired pursuant to the Option will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant unless such sale or offer is made
pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and in accordance with the conditions of any other applicable provision
of the SFA. 
 Notifications 
 Securities Law
Information. The Option grant is being made to Participant in reliance on the “Qualifying Person” exemption of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the
underlying Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. 












 Chief Executive Officer and Director Notification Obligation. If Participant is the Chief Executive
Office (“CEO”) or a director, associate director or shadow director of a Singapore Parent or Subsidiary, Participant understands that Participant is subject to certain notification requirements under the Singapore Companies Act.
Participant acknowledges that Participant must notify the Singapore Parent or Subsidiary in writing of an interest (e.g., Option, Shares, etc.) in the Company or any Parent or Subsidiary within two (2) business days of (i) its acquisition
or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming the CEO and/or a director, if Participant holds such an interest at the time. 

SPAIN 
 Terms and Conditions 

Nature of Grant. The following provision supplements Section 5 of the Option Agreement: 

In accepting the Option, Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. 

Participant understands and agrees that, as a condition of the grant of the Option, the Termination of Participant’s employment or service for any reason
(including for the reasons listed below) will automatically result in the cancellation and loss of any portion of the Option that has not vested as of the Termination Date. 

In particular, Participant understands and agrees that any unvested portion of the Option will be cancelled without entitlement to the underlying Shares or to
any amount as indemnification if Participant is Terminated prior to vesting by reason of, including, but not limited to: Disability, resignation, Retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or
recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause,
material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Service Recipient, and
under Article 10.3 of Royal Decree 1382/1985. 
 Furthermore, Participant understands that the Company has unilaterally, gratuitously and discretionally
decided to grant options under the Plan to individuals who may be employees or service providers of the Company or any Parent or Subsidiary of the Company throughout the world. The decision is a limited decision that is entered into upon the express
assumption and condition that any grant will not economically or otherwise bind the Company or any Parent or Subsidiary of the Company on an ongoing basis. Consequently, Participant understands that the Option is granted on the assumption and
condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment or other contract (with the Company, the Service Recipient, or any other Parent or Subsidiary of the Company) and shall not be
considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the Option would not be granted to Participant but for the assumptions and conditions
referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any option grant shall be null and void. 












 Notifications 

Securities Law Notification. The Option described in this Agreement does not qualify under Spanish regulations as a security. No “offer of
securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. This Agreement has not been nor will it be registered with the Comisión Nacional
del Mercado de Valores, and it does not constitute a public offering prospectus. 
 Exchange Control Information. Participant is required
to electronically declare to the Bank of Spain any security accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such
accounts during the prior year or the balances of such accounts as of December 31 of the prior year exceeds €1,000,000. 
 Different thresholds
and deadlines to file the declaration apply. However, if neither such transactions during the immediately preceding year nor the balances/positions as of December 31 exceed €1,000,000, no such declaration must be filed unless expressly
required by the Bank of Spain. If any of such thresholds were exceeded during the current year, Participant may be required to file the relevant declaration corresponding to the prior year, however, a summarized form of declaration may be available.

 Foreign Asset/Account Reporting Information. To the extent Participant holds Shares or has bank accounts outside of Spain with a value in excess
of €50,000 (for each type of asset) as of December 31, Participant will be required to report information on such assets on his or her tax return Form 720 for such year with severe penalties in the event of
non-compliance. After such Shares or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously reported Shares or accounts increases by more
than €20,000 as of each subsequent December 31, or if Participant sells shares or cancels bank accounts that were previously reported. Participant should consult with his or her personal tax advisor for further information regarding
Participant’s foreign asset reporting obligations. 
 SWEDEN 

There are no country-specific provisions. 
 UNITED KINGDOM

 Responsibility for Taxes. The following provision supplements Section 4.4 of the Stock Option Agreement: 

Without limitation to Section 4.4 of the Stock Option Agreement, Participant hereby agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Service Recipient or by Her Majesty’s
Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also hereby agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. 












 Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the
meaning of Section 13(k) of the Exchange Act), Participant may not be able to indemnify the Company or the Service Recipient for the amount of any income tax not collected from or paid by Participant, as it may be considered a loan. In this
case, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. Participant agrees to report and pay
any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Company or the Service Recipient (as appropriate) for the value of the employee NICs due on this additional benefit, which the Company or
the Service Recipient may recover from Participant by any of the means referred to in Section 4.4 of the Agreement. 

Section 431 Joint Election. As a condition of participation in the Plan and no later than the time of exercise of the Option,
Participant agrees to enter into, jointly with the Service Recipient (or the Company), a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing
any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that Participant will not revoke such election at any time (the “431 Election”). This 431 Election
will be to treat the Shares acquired pursuant to the exercise of the Option as if such Shares were not restricted securities (for U.K. tax purposes only). If Participant is required to but does not enter into such a 431 Election prior to the
exercise of the Option, Participant will not be entitled to exercise the Option and no Shares will be issued to Participant, without any liability to the Company or the Service Recipient. Participant must enter into the 431 Election concurrent with
the execution of this Agreement, or at such subsequent time as may be designated by the Company. 
 National Insurance Contribution Joint Election.
As a condition of participation in the Plan, Participant agrees to accept liability for any secondary Class 1 National Insurance contributions which may be payable by the Company or the Service Recipient (or any successor to the Company or the
Service Recipient) in connection with the Option or any event giving rise to Tax-Related Items (“Employer NICs”). Without prejudice to the foregoing, Participant agrees enter into the following joint
election with the Company or the Service Recipient (a “NICs Joint Election”), the form of such NICs Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs
to Participant. Participant further agrees to execute such other elections as may be required by any successor to the Company and/or the Service Recipient for the purpose of continuing the effectiveness of Participant’s NICs Joint Election. If
Participant does not complete the NICs Joint Election prior to exercise of Participant’s Option, or if approval of the NICs Joint Election is withdrawn by HMRC and a new NICs Joint Election is not entered into, the Participant will not be
entitled to exercise their Option without any liability to the Company or its Parent or Subsidiaries. Participant must enter into the NICs Joint Election concurrent with the execution of the Stock Option Agreement, or at such subsequent time as may
be designated by the Company. 












 United Kingdom 

Section 431 Joint Election Form 

Joint Election under s431 ITEPA 2003 

for full disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 

One Part Election 
 1. Between 

 

					
	the Employee	 		  	  

			
	whose National Insurance Number is	 		  	  

			
	and	 		  	
			
	the Company (who is the Employee’s employer)	 		  	Couchbase Limited
			
	of Company Registration Number	 		  	8051754

 2. Purpose of Election 

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and applies where
employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired. 
 The effect of an election under section
431(1) is that, for the purposes of relevant income tax and National Insurance contributions (“NICs”), the employment-related securities and their market value will be treated as if they were not restricted securities and that
sections 425 to 430 ITEPA do not apply. Additional income tax will be payable as a result of this election (with PAYE withholding and NICs being applicable where the securities are Readily Convertible Assets). 

 

Should the value of the securities fall following the acquisition, it is possible that income tax/NICs that would have arisen because of
any future chargeable event (in the absence of an election) would have been less than the income tax/NICs due by reason of this election. Should this be the case, there is no income tax/NICs relief available under Part 7 of ITEPA 2003; nor is it
available if the securities acquired are subsequently transferred, forfeited or revert to the original owner. 

 3. Application 

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to: 

 

					
	Number of securities	  		  	  

			
	Description of securities	  		  	Shares of common stock














			
	Name of issuer of securities	  	Couchbase, Inc.

 To be acquired by the Employee on or after the date of this Election under the terms of the Couchbase, Inc. 

4. Extent of Application 
 This election disapplies
S.431(1) ITEPA: All restrictions attaching to the securities. 
 5. Declaration 

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to
which this election applies. 
 In signing this joint election, we agree to be bound by its terms as stated above. 

 

			
	  
	 	        /        /                
	Signature (Employee)	 	Date
		
	  
	 	        /        /                
	Signature (for and on behalf of the Company)	 	Date
		
	  
	 	
	Position in company	 	

 Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a
security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition. 












 EXHIBIT A 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 ADDENDUM 

TO THE STOCK OPTION AGREEMENT FOR NON-U.S. PARTICIPANTS 

Capitalized terms, unless explicitly defined in this Addendum, shall have the meanings given to them in the Stock Option Agreement for Non-U.S. Participants (the “Option Agreement”) or in the Plan. 
 Terms and Conditions

 This Addendum includes special terms and conditions that govern Participant’s Option if Participant resides and/or works in one of the
countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another
country after the grant of the Option, the Company shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to Participant. 

Notifications 
 This Addendum also includes
information regarding securities, exchange control, tax and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control, tax and
other laws in effect in the respective countries as of March 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information contained herein as the only source of
information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant exercises the Option or at the time Participant sells the Shares acquired upon exercise of
the Option. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result; therefore, Participant is advised to
seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s individual situation. 
 If
Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another country after the grant of
the Option, the notifications contained herein may not be applicable to Participant in the same manner. 












 AUSTRALIA 

Notifications 
 Securities Law Information.
If Participant acquires Shares under the Plan and subsequently offers the Shares for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law and Participant should obtain legal
advice regarding any applicable disclosure requirements prior to making any such offer. 
 Tax Information. Subdivision 83A-C of the Income Tax Assessment Act, 1997 applies to the Option granted under the Plan, such that the Option is intended to be subject to deferred taxation. 

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The
Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Participant will be required to file the report. 

AUSTRIA 
 Notifications 

Exchange Control Information. If Participant holds Shares acquired under the Plan outside of Austria, Participant must submit a report to the Austrian
National Bank. An exemption applies if the value of Shares as of any given quarter does not exceed €30,000,000 or if the value of Shares in any given year as of December 31 does not exceed €5,000,000. If the former threshold is
exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. The deadline for filing the annual report is January 31 of the following year and the deadline for the quarterly report is
the 15th of the month following the end of the respective quarter. 
 A separate reporting requirement applies when Participant sells Shares acquired under
the Plan or receives a dividend. In that case, there may be exchange control obligations if the cash proceeds are held outside of Austria. If the transaction volume of all accounts abroad exceeds €10,000,000, the movements and balances of all
accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen). 

BELGIUM 
 Terms and Conditions 

Timing of Acceptance. In order to satisfy the timing requirements for taxation of options at the time of exercise under the current interpretation of
the Belgian Minister of Finance, Participant agrees that Participant will not accept this Option until more than sixty (60) days after the “offer date.” The offer date is the date on which the material terms (i.e., the number
of Shares underlying this Option, the Exercise Price and the vesting schedule) are communicated to Participant by the Company. Notwithstanding that the offer cannot be accepted during this initial 60-day
period, the offer will nonetheless be deemed to have been made on the offer date. This Option Agreement likely will not be provided to Participant until the expiration of the initial 60-day period in order to
ensure acceptance of this Option more than sixty (60) days after the offer date. 












 Notifications 

Foreign Asset/Account Reporting Information. Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts
(including brokerage accounts) opened and maintained outside Belgium on his or her annual tax return. Participant will also be required to provide the National Bank of Belgium with details regarding any such account (including the account number,
the name of the bank in which such account is held and the country in which such account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be,
under Kredietcentrales / Centrales des crédits caption. 
 Stock Exchange Tax Information. A stock exchange tax applies to transactions
executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax likely will not apply when the Option is exercised, but will apply when Shares
acquired pursuant to the Option are sold. Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the stock exchange tax. 

CANADA 
 Terms and Conditions 

Payment. Notwithstanding any provision in the Plan or the Option Agreement, Participant is prohibited from surrendering Shares that Participant already
owns or allowing the Company to cancel Shares otherwise issuable to Participant upon exercise to pay the Exercise Price or any Tax-Related Items in connection with the Option. 

Termination. The following provision replaces Section 3.5 of the Option Agreement: 

For purposes of the Option, except as otherwise required by applicable legislation, the Termination Date (regardless of the reason for such termination and
whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or otherwise providing services or the terms of Participant’s employment or service agreement, if any) is deemed to occur
as of the date that is the earliest of (a) the date that Participant receives notice of termination; (b) the date that Participant’s employment or other service is terminated, or (c) the date that Participant is no longer
actively providing services to the Company or any Parent or Subsidiary of the Company, regardless of any notice period or period of pay in lieu of such notice required under applicable law. The Committee shall have the exclusive discretion to
determine when Participant is no longer actively providing services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence). 












 The following terms and conditions apply to employees resident in Quebec: 

Language. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered
into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 
 Les parties reconnaissent avoir
expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié,
directement ou indirectement à la présente convention, soient rédigés en langue anglaise. 
 Data Privacy.
Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or nonprofessional, involved in the administration and operation of the Plan.
Participant further authorizes the Company, any Parent or Subsidiary and the Committee to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in Participant’s employee file. 

Notifications 
 Securities Law Information.
Shares acquired under the Plan may not be sold or otherwise disposed of within Canada. Participant may sell the Shares acquired under the Plan only through a stock plan service provider selected by the Company in the future, provided the sale of
Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are traded. The Shares are not currently traded on any stock exchange. 

Foreign Asset/Account Reporting Information. Participant is required to report foreign specified property (including Shares acquired at exercise and
rights to Shares such as the Option) on Form T1135 (Foreign Income Verification Statement) if the total cost of Participant’s foreign specified property exceeds C$100,000 at any time during the year. The Option must be reported (generally at a
nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property Participant holds. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The
ACB is normally equal to the fair market value of such Shares at the time of acquisition; however, if Participant owns other Shares, the ACB may have to be averaged with the ACB of other Shares. 

FRANCE 
 Terms and Conditions 

Nature of Award. The Option is not intended to qualify for special tax and social security treatment applicable to stock options granted under Section L.225-177 to L.225-186-1 of the French Commercial Code, as amended. 

Language Consent. By accepting the Option, Participant confirms having read and understood the documents related to the grant (the Agreement and the
Plan), which were provided in the English language. Participant accepts the terms of those documents accordingly. 












 Consentement Relatif à la Langue. En acceptant l’attribution de
l’Option, le Participant confirme avoir lu et compris les documents relatifs à l’attribution (le Contrat et le Plan), qui ont été remis en langue anglaise. Le Participant accepte les termes de ces documents en
connaissance de cause. 
 Notifications 

Foreign Asset/Account Reporting Information. French residents must declare all foreign accounts, whether open, current, or closed, in their income tax
returns. Participant should consult with a personal tax advisor to ensure compliance with applicable reporting obligations. 
 GERMANY 

Notifications 
 Exchange Control Information.
Cross border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). Participant understands that in the event he or she receives a payment in excess of this amount in connection with the sale of
securities (including Shares acquired under the Plan), Participant must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via
Bundesbank’s website (www.bundesbank.de). 
 Foreign Asset/Account Reporting Information. If Participant’s acquisition of Shares under the
Plan leads to a so-called qualified participation at any point during the calendar year, Participant will need to report the acquisition when he or she files his or her tax return for the relevant year. A
qualified participation is attained if (i) the value of the Shares acquired exceeds €150,000 or (ii) in the unlikely event that Participant holds Shares exceeding 10% of the total capital of the Company. Participant will be
responsible for obtaining the appropriate form from a German federal bank and complying with the applicable reporting obligations. 
 INDIA

 Terms and Conditions 
 Payment.
Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in India, Participant will not be permitted to pay the Exercise Price by a
“sell-to-cover” exercise (i.e., where a certain number of Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds
of the sale will be remitted to the Company to cover the Exercise Price for the purchased Shares, any brokerage fees and any withholding obligation for Tax-Related Items). The Company reserves the right to
permit this method of payment depending on the development of local law. 
 Notifications 

Exchange Control Information. Indian residents are required to repatriate to India all proceeds received from the sale of Shares within 90 days of
receipt and any dividends paid on such shares within 180 days of receipt, or within such other period of time as may be required under applicable regulations. Participant must maintain the foreign inward remittance certificate received from the bank
where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation. It is Participant’s responsibility to comply with applicable exchange control laws in India. 












 Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank
accounts and any foreign financial assets (including Shares held outside India) in Participant’s annual tax return. Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal tax
advisor in this regard. 
 ISRAEL 
 Terms
and Conditions 
 Payment. Notwithstanding anything to the contrary in the Plan or Agreement, due to tax considerations in Israel, Participant
understands that Participant will be restricted to the cashless sell-all method of exercise. Participant understands that to complete a cashless sell-all exercise,
Participant needs to instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to satisfy the Exercise Price, any brokerage fees and any withholding obligation for
Tax-Related Items; and (iii) remit the balance in cash to Participant. Participant will not be permitted to hold Shares after exercise. Depending on the development of local laws, the Company reserves the
right to modify the methods of payment and, in its sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of payment permitted
under the Agreement. 
 Notifications 

Securities Law Information. The grant of the Option does not constitute a public offering under the Securities Law, 1968. 

ITALY 
 Terms and Conditions 

Payment. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in Italy, Participant understands that
Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, Participant understands that Participant needs to
instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to satisfy the Exercise Price, any brokerage fees and any withholding obligation for Tax-Related
Items; and (iii) remit the balance in cash to Participant. Participant will not be permitted to hold Shares after exercise. Depending on the development of local laws, the Company reserves the right to modify the methods of payment and, in its
sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of payment permitted under the Agreement. 

Plan Document Acknowledgment. By accepting the Option, Participant acknowledges that he or she has received a copy of the Plan and this Agreement and
has reviewed the Plan and this Agreement in their entirety and fully accepts all provisions thereof. Participant further acknowledges that he or she has read and specifically and expressly approves (a) the following provisions of the Agreement:
Section 3: Termination; Section 4: Manner of Exercise; Section 4.4: Responsibility for Taxes; Section 5: Nature of Grant; Section 6: Data Privacy, Section 10: Privileges of Stock Ownership; Section 11: General
Provisions; Section 11.14: Language and all provisions for Italy in this Addendum. 












 Notifications 

Foreign Asset/Account Reporting Information. If Participant holds investments abroad or foreign financial assets (e.g., cash and Shares acquired under
the Plan) that may generate income taxable in Italy, Participant is required to report them on his or her annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting
duties apply to Participant if Participant is the beneficial owner of the investments, even if Participant does not directly hold investments abroad or foreign assets. 

Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. Such tax
is currently levied at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under the Plan) assessed at the end of the calendar year. No tax payment duties arise if
the value of the foreign assets held abroad does not exceed €6,000. 
 JAPAN 

Notifications 
 Exchange Control Information.
If the payment amount to purchase Shares in one transaction exceeds ¥30,000,000, Participant must file a Payment Report with the Ministry of Finance (the “MOF”) (through the Bank of Japan or the bank through which the payment was
effected). If the payment amount to purchase Shares in one transaction exceeds ¥100,000,000, Participant must file a Securities Acquisition Report, in addition to a Payment Report, with the MOF (through the Bank of Japan). 

Foreign Asset/Account Reporting Information. Participant will be required to report details of any assets held outside of Japan as of December 31
of each year to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 of the following year. Participant should consult with a personal tax advisor as to whether the reporting
obligation applies to Participant and whether the requirement extends to the Option, Shares and/or cash acquired under the Plan. 
 NORWAY

 There are no country-specific provisions. 

SAUDI ARABIA 
 Notifications 

Securities Law Information. The Agreement and related Plan documents may not be distributed in the Kingdom of Saudi Arabia except to such persons that
are permitted under the Rules on the Offers of Securities and Continuing Obligations issued by the Capital Market 












 
Authority (“CMA”). The CMA does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of the Agreement. Participant should conduct his or her own due diligence on the accuracy of the information relating to Shares. If Participant does not understand the contents of the Agreement,
Participant should consult an authorized financial adviser. 
 SINGAPORE 

Terms and Conditions 
 Sale Restriction.
Participant agrees that any Shares acquired pursuant to the Option will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant unless such sale or offer is made pursuant
to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and in accordance with the conditions of any other applicable provision of the
SFA. 
 Notifications 
 Securities Law
Information. The Option grant is being made to Participant in reliance on the “Qualifying Person” exemption of the SFA under which it is exempt from the prospectus and registration requirements and is not made with a view to the
underlying Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. 

Chief Executive Officer and Director Notification Obligation. If Participant is the Chief Executive Office (“CEO”) or a director, associate
director or shadow director of a Singapore Parent or Subsidiary, Participant understands that Participant is subject to certain notification requirements under the Singapore Companies Act. Participant acknowledges that Participant must notify the
Singapore Parent or Subsidiary in writing of an interest (e.g., Option, Shares, etc.) in the Company or any Parent or Subsidiary within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed
interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming the CEO and/or a director, if Participant holds such an interest at the time. 

SPAIN 
 Terms and Conditions 

Nature of Grant. The following provision supplements Section 5 of the Option Agreement: 

In accepting the Option, Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. 

Participant understands and agrees that, as a condition of the grant of the Option, the Termination of Participant’s employment or service for any reason
(including for the reasons listed below) will automatically result in the cancellation and loss of any portion of the Option that has not vested as of the Termination Date. 












 In particular, Participant understands and agrees that any unvested portion of the Option will be cancelled
without entitlement to the underlying Shares or to any amount as indemnification if Participant is Terminated prior to vesting by reason of, including, but not limited to: Disability, resignation, Retirement, disciplinary dismissal adjudged to be
with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or
recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal
by the Service Recipient, and under Article 10.3 of Royal Decree 1382/1985. 
 Furthermore, Participant understands that the Company has unilaterally,
gratuitously and discretionally decided to grant options under the Plan to individuals who may be employees or service providers of the Company or any Parent or Subsidiary of the Company throughout the world. The decision is a limited decision that
is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Parent or Subsidiary of the Company on an ongoing basis. Consequently, Participant understands that the Option is
granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment or other contract (with the Company, the Service Recipient, or any other Parent or Subsidiary of the
Company) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the Option would not be granted to Participant but for the
assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any option grant shall be null and
void. 
 Notifications 
 Securities Law
Notification. The Option described in this Agreement does not qualify under Spanish regulations as a security. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish
territory. This Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and it does not constitute a public offering prospectus. 

Exchange Control Information. Participant is required to electronically declare to the Bank of Spain any security accounts (including brokerage
accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior year or the balances of such accounts as of December 31 of
the prior year exceeds €1,000,000. 
 Different thresholds and deadlines to file the declaration apply. However, if neither such transactions during
the immediately preceding year nor the balances/positions as of December 31 exceed €1,000,000, no such declaration must be filed unless expressly required by the Bank of Spain. If any of such thresholds were exceeded during the current
year, Participant may be required to file the relevant declaration corresponding to the prior year, however, a summarized form of declaration may be available. 












 Foreign Asset/Account Reporting Information. To the extent Participant holds Shares or has bank
accounts outside of Spain with a value in excess of €50,000 (for each type of asset) as of December 31, Participant will be required to report information on such assets on his or her tax return Form 720 for such year with severe penalties
in the event of non-compliance. After such Shares or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously reported Shares or accounts
increases by more than €20,000 as of each subsequent December 31, or if Participant sells shares or cancels bank accounts that were previously reported. Participant should consult with his or her personal tax advisor for further
information regarding Participant’s foreign asset reporting obligations. 
 SWEDEN 

There are no country-specific provisions. 
 UNITED KINGDOM

 Responsibility for Taxes. The following provision supplements Section 4.4 of the Option Agreement: 

Without limitation to Section 4.4 of the Option Agreement, Participant hereby agrees that he or she is liable for all
Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Service Recipient or by Her Majesty’s
Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). Participant also hereby agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. 

Notwithstanding the foregoing, if Participant becomes a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange
Act), Participant may not be able to indemnify the Company or the Service Recipient for the amount of any income tax not collected from or paid by Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax
may constitute a benefit to Participant on which additional income tax and employee national insurance contributions (“NICs”) may be payable. Participant agrees to report and pay any income tax due on this additional benefit
directly to HMRC under the self-assessment regime and to pay the Service Recipient for the value of the employee NICs due on this additional benefit, which the Company or the Service Recipient may recover from Participant by any of the means
referred to in Section 4.4 of the Agreement. 
 Section 431 Joint Election. As a condition of participation in the Plan and
no later than the time of exercise of the Option, Participant agrees to enter into, jointly with the Service Recipient (or the Company), a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003
(“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that Participant will not revoke such election at any time
(the “431 Election”). This 431 Election will be to treat the Shares acquired pursuant to the exercise of the Option as if such Shares were not restricted securities (for U.K. tax purposes only). If Participant is required to
but does not enter into such a 431 Election prior to the exercise of the Option, Participant will not be entitled to exercise the Option and no Shares will be issued to Participant, without any liability to the Company or the Service Recipient.
Participant must enter into the 431 Election concurrent with the execution of this Agreement, or at such subsequent time as may be designated by the Company. 












 [National Insurance Contribution Joint Election. As a condition of participation in the Plan and no
later than the time of exercise of the Option, Participant also agrees to accept liability for any secondary Class 1 national insurance contributions which may be payable by the Service Recipient in connection with any event giving rise to tax
liability in relation to this Stock Option (“Employer NICs”). The Employer NICs may be collected by the Company or the Service Recipient using any of the methods described in Section 4.4 of the Option Agreement. Without prejudice to
the foregoing, Participant agrees to execute a joint election with the Company or the Service Recipient (a “NICs Joint Election”), the form of such NICs Joint Election being formally approved by HMRC, and any other consent or elections
required to accomplish the transfer of the Employer NICs to Participant. Participant further agrees to execute such other elections as may be required by any successor to the Company and/or the Service Recipient for the purpose of continuing the
effectiveness of Participant’s NICs Joint Election. If Participant does not complete the Joint Election prior to exercise of Participant’s Option, or if approval of the NICs Joint Election is withdrawn by HMRC and a new NICs Joint Election
is not entered into, Participant’s Option shall become null and void and may not be settled, without any liability to the Company or its Parent or Subsidiaries. Participant must enter into the NICs Joint Election concurrent with the execution
of the Agreement, or at such subsequent time as may be designated by the Company.] 












 United Kingdom 

Section 431 Joint Election Form 

Joint Election under s431 ITEPA 2003 

for full disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 

One Part Election 
 1. Between 

 

			
		
	the Employee	  	[insert name of employee]
		
	whose National Insurance Number is	  	[insert employee Nat. Ins. Number]
		
	and	  	
		
	the Company (who is the Employee’s employer)	  	[INSERT UK EMPLOYER]
		
	of Company Registration Number	  	[INSERT U.K. CO. REG. #]

 2. Purpose of Election 

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and applies where
employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired. 
 The effect of an election under section
431(1) is that, for the purposes of relevant income tax and National Insurance contributions (“NICs”), the employment-related securities and their market value will be treated as if they were not restricted securities and that
sections 425 to 430 ITEPA do not apply. Additional income tax will be payable as a result of this election (with PAYE withholding and NICs being applicable where the securities are Readily Convertible Assets). 

 

Should the value of the securities fall following the acquisition, it is possible that income tax/NICs that would have arisen because of
any future chargeable event (in the absence of an election) would have been less than the income tax/NICs due by reason of this election. Should this be the case, there is no income tax/NICs relief available under Part 7 of ITEPA 2003; nor is it
available if the securities acquired are subsequently transferred, forfeited or revert to the original owner. 

 3. Application 

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to: 

 

			
	Number of securities	  	[insert number]
		
	Description of securities	  	Shares of common stock

  













			
	Name of issuer of securities	  	Couchbase, Inc.

 To be acquired by the Employee on or after the date of this Election under the terms of the Couchbase, Inc. 

4. Extent of Application 
 This election disapplies
S.431(1) ITEPA: All restrictions attaching to the securities. 
 5. Declaration 

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to
which this election applies. 
 In signing this joint election, we agree to be bound by its terms as stated above. 

 

					
	  
	 	
        /         
    /                
	 	
			
	 Signature (Employee)
	 	 Date
	 	
	  
	 	
        /         
    /                
	 	
			
	Signature (for and on behalf of the Company)	 	
                   
             Date
	 	
	  
	 		 	

 Position in company 
 Note:
Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition. 












 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN 

STOCK OPTION EXERCISE AGREEMENT 












 No._____ 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION EXERCISE AGREEMENT 

FOR NON-U.S. PURCHASERS 

This Stock Option Exercise Agreement for Non-U.S. Purchasers (the “Exercise
Agreement”) is made and entered into as of____, (the “Effective Date”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and the purchaser named below (the
“Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2018 Equity Incentive Plan (the “Plan”) or the Stock Option Agreement for Non-U.S. Participants (the “Stock Option Agreement”). 
  

			
	Purchaser:	  	  

		
	Employee ID Number:	  	  

		
	Address:	  	  

		
		  	  

		
	Total Number of Shares:	  	  

		
	Exercise Price Per Share:	  	  

		
	Date of Grant:	  	  

		
	First Vesting Date:	  	  

		
	Expiration Date:	  	  

		
		  	(Unless earlier terminated under Section 5.6 of the Plan)














 1. Exercise of Option. 

1.1 Exercise. Pursuant to the exercise of that certain option (the “Option”) granted to Purchaser under the Plan
and subject to the terms and conditions of this Exercise Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, the Total Number of Shares set forth above (the “Shares”) of the
Company’s Common Stock, $0.0001 par value per share, at the Exercise Price Per Share set forth above (the “Exercise Price”). As used in this Exercise Agreement, the term “Shares” refers to the
Shares purchased under this Exercise Agreement and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to the Shares, and (iii) all securities received in
replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 
 1.2 Title to Shares. The
exact spelling of the name(s) under which Purchaser will take title to the Shares is: 
  

			
		  	  

		
		  	  


 To assign the Shares to a trust, a stock transfer agreement in a form acceptable to the Company (the
“Stock Transfer Agreement”) must be completed and executed. 
 1.3 Payment. Purchaser hereby delivers payment
of the Exercise Price in the manner permitted in the Stock Option Agreement as follows (check and complete as appropriate): 
 [ ] in cash
(by check or wire transfer of immediately available funds) in the amount of $, receipt of which is acknowledged by the Company; or 
 [ ]
other (as referenced in the Plan and described in the Stock Option Agreement (please
describe)):                                      
                                         
 . 
 2. Delivery. 

2.1 Deliveries by Purchaser. Purchaser hereby delivers to the Company (i) this Exercise Agreement, (ii) two (2) copies of a
blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached hereto (the “Stock Powers”), both executed by Purchaser, and (iii) the Exercise Price and payment or other
provision for any applicable Tax-Related Items (as defined in the Stock Option Agreement) in the form specified above, a copy of which is attached hereto as Exhibit 2. 

2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable Tax-Related Items (as defined in the Stock Option Agreement) and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock
certificate evidencing the Shares in the name of Purchaser to be placed in escrow as provided in Section 10 until expiration or termination of the Company’s Right of First Refusal as described in Sections 8 and 9. 












 3. Representations and Warranties of Purchaser. Purchaser represents
and warrants to the Company that: 
 3.1 Agrees to Terms of the Plan. Purchaser has received a copy of the Plan and the Stock Option
Agreement, has read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise
of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. 
 3.2
Purchase for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the
Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares. 

3.3 Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such
matters and this investment. 
 3.4 Understanding of Risks. Purchaser is fully aware of: (i) the highly speculative nature of the
investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or
use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Shares. Purchaser is capable of evaluating the merits and risks of this investment,
has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment. For the avoidance of doubt, Purchaser understands and agrees that the Shares are subject to the
transfer restrictions set forth in Sections 11 and 12 of the Plan. 
 3.5 No General Solicitation. At no time was Purchaser presented
with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. 

4. Compliance with Securities Laws. 

4.1 Compliance with U.S. Federal Securities Laws. Purchaser understands and acknowledges that the Shares have not been registered with the SEC
under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all
applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. 












 4.2 Compliance with California Securities Laws. THE PLAN, THE STOCK
OPTION AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING COMMISSIONER RULES, IF APPLICABLE) OR REGULATIONS PROMULGATED THEREUNDER BY THE
CALIFORNIA DEPARTMENT OF CORPORATIONS (THE “REGULATIONS”). ANY PROVISION OF THIS EXERCISE AGREEMENT THAT IS INCONSISTENT WITH SECTION 25102(o) SHALL, WITHOUT FURTHER ACT OR AMENDMENT BY THE COMPANY OR THE
BOARD, BE REFORMED TO COMPLY WITH THE REQUIREMENTS OF SECTION 25102(o). THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH
QUALIFI- CATION, IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS
EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE. 
 4.3
Compliance with Non-U.S. Securities Laws. The Purchaser understands and acknowledges that the Option and the Shares to be issued upon exercise of the Option may be subject to non-U.S. federal or state securities laws or other laws and the exercise of the Option and the issuance of the Shares upon exercise are expressly conditioned upon compliance with any
non-U.S. securities or other applicable laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. 

5. Restricted Securities. 

5.1 No Transfer Unless Registered or Exempt. Purchaser understands that Purchaser may not transfer any Shares unless such Shares are
registered under the Securities Act or qualified under applicable U.S. state or Non-U.S. securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification
requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions
from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. 

5.2 SEC Rule 144. In addition, Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain
limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been
purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public
information” about the Company (as defined in Rule 144) is not publicly available. 












 5.3 SEC Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under
the Securities Act may become freely tradeable by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the SEC, subject to the lengthier market standoff agreement contained in Section 7 of this Exercise Agreement or any other agreement entered into by Purchaser.
Affiliates must comply with the provisions (other than the holding period requirements) of Rule 144. 
 6. Restrictions on
Transfers. 
 6.1 Disposition of Shares. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other
than as permitted by this Exercise Agreement) unless and until: 
 (a) Purchaser shall have notified the Company of the proposed disposition
and provided a written summary of the terms and conditions of the proposed disposition; 
 (b) Purchaser shall have complied with all
requirements of this Exercise Agreement and Stock Option Agreement applicable to the disposition of the Shares; 
 (c) Purchaser shall have
provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or (ii) all appropriate
actions necessary for compliance with the registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) have been taken; and 

(d) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the Regulations referred to in Section 4.2 or 4.3 hereof. 

6.2 Restriction on Transfer. Purchaser shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber
or otherwise dispose of any of the Shares which are subject to the Company’s Right of First Refusal described below, except as permitted by this Exercise Agreement. 

6.3 Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted
transfers specified in this Exercise Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Exercise Agreement and that the transferred
Shares are subject to (i) the Company’s Right of First Refusal granted hereunder and (ii) the market stand-off provisions of Section 7 hereof, to the same extent such Shares would be so
subject if retained by the Purchaser. 












 7. Market Standoff Agreement. Purchaser agrees in connection with any
registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to
all restrictions as the Company or the underwriters may specify. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. 

8. Company’s Right of First Refusal. Unvested Shares and Vested Shares may not be sold or otherwise transferred by
Purchaser without the Company’s prior written consent. Before any Vested Shares held by Purchaser or any transferee of such Vested Shares (either sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including, without limitation, a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s) will have a right of first refusal to
purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

8.1 Notice of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (ii) the name and address of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of
Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the “Offered Price”); and (v) that the
Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the Company’s Right of First Refusal at the Offered Price as provided for in this Exercise Agreement. 

8.2 Exercise of Right of First Refusal. At any time within thirty (30) days after the date of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at
the purchase price, determined as specified below. 
 8.3 Purchase Price. The purchase price for the Offered Shares purchased under
this Section will be the Offered Price, provided that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift) the purchase price will be the fair market value of the Offered Shares as determined
in good faith by the Company’s Board of Directors. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Company’s Board of Directors, will
conclusively be deemed to be the cash equivalent value of such non-cash consideration. 












 8.4 Payment. Payment of the purchase price for the Offered Shares will be payable, at
the option of the Company and/or its assignee(s) (as applicable), by cash or check (or wire transfer of immediately available funds) or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by the Holder to the
Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest within sixty (60) days after the Company’s receipt of the Notice,
or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice. 
 8.5 Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise
transfer such Offered Shares to each Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice,
(ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) each Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in
the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to each Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to
which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

8.6 Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt
from the Right of First Refusal:(i) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to
a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred
Vested Shares in the hands of such transferee or other recipient; (ii) any transfer of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that,
the Right of First Refusal will continue to apply thereafter to such Vested Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless the agreement of merger
or consolidation expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s
spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Purchaser or the Purchaser’s spouse, or the spouse of any of the above or Spousal Equivalent, as
defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the Participant and the Spousal Equivalent are the same sex, they
are the sole spousal equivalent of the other for the last twelve 












 
(12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to
contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, they are jointly responsible for each other’s common welfare and financial
obligations, and they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely. 
 8.7
Termination of Right of First Refusal. The Right of First Refusal will terminate as to all Shares (i) on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed
with and declared effective by the SEC under the 1933 Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (ii) on any transfer
or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation
thereof is registered under the Securities Exchange Act of 1934, as amended. 
 8.8 Encumbrances on Vested Shares. Purchaser may grant
a lien or security interest in, or pledge, hypothecate or encumber Vested Shares only if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in a writing
satisfactory to the Company that: (i) such lien, security interest, pledge, hypothecation or encumbrance will not apply to such Vested Shares after they are acquired by the Company and/or its assignees under this Section; and (ii) the
provisions of this Section will continue to apply to such Vested Shares in the hands of such party and any transferee of such party. Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares.

 9. Rights as a Shareholder. Subject to the terms and conditions of this Exercise Agreement, Purchaser will have all
of the rights of a shareholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of
First Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with
the provisions of this Exercise Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. 

10. Escrow. Escrow. As security for Purchaser’s faithful performance of this Exercise Agreement, Purchaser agrees,
immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the date and number of Shares left blank),
to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or
releases of such Shares as are in accordance with the terms of this Exercise 












 
Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder
is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may
rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will be released from escrow upon termination of the Right of First Refusal. 

11. Restrictive Legends and Stop-Transfer Orders. 

11.1 Legends. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or
any agreement between Purchaser and any third party: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER: INCLUDING THE RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE
AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 












 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF
RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO
180 DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 

11.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the restrictions imposed by this Exercise Agreement,
the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

11.3 Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so
transferred. 
 12. Tax Consequences. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A
RESULT OF PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND
(ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

13. Compliance with Laws and Regulations. The issuance and transfer of the Shares will be subject to and conditioned upon
compliance by the Company and Purchaser with all applicable state, U.S. state and Federal and as well as non-U.S. laws and regulations and with all applicable requirements of any stock exchange or automated
quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 
 14.
Successors and Assigns. The Company may assign any of its rights under this Exercise Agreement, including its rights to purchase Shares under the Right of First Refusal. No other party to this Exercise Agreement may assign, whether
voluntarily or by operation of law, any of its rights and obligations under this Exercise Agreement, except with the prior written consent of the Company. This Exercise Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Agreement will be binding upon Purchaser and Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns. 












 15. Governing Law; Venue. This Exercise Agreement shall be governed by
and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to
it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the Courts of San Francisco, California, or the federal courts for the United States for the Northern District of California, and no other
courts, where this grant is made and/or to be performed. 
 16. Notices. Any and all notices required or permitted to be
given to a party pursuant to the provisions of this Exercise Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Exercise Agreement on the earliest of the following: (i) at the time
of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with
confirmation of receipt made both by telephone and printed confirmation sheet verifying successful transmission of the facsimile, (iii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two
(2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or (iv) three (3) business days after deposit in the United States mail by certified mail (return receipt
requested) for United States deliveries. 
 All notices for delivery outside the United States will be sent by facsimile or by express
courier. All notices not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines of this
Exercise Agreement, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked “Attention: President”.
Notices by facsimile shall be machine verified as received. 
 17. Further Assurances. The parties agree to execute such
further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Exercise Agreement. 

18. Titles and Headings. The titles, captions and headings of this Exercise Agreement are included for ease of reference
only and will be disregarded in interpreting or construing this Exercise Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits”
to this Exercise Agreement. 
 19. Entire Agreement. The Plan, the Stock Option Agreement and this Exercise Agreement,
together with all Addenda and Exhibits thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements, whether oral or
written, between or among the parties hereto with respect to the specific subject matter hereof. 
 20. Counterparts.
This Exercise Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 












 21. Severability. If any provision of this Exercise Agreement is
determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or
provision cannot be so enforced, such provision shall be stricken from this Exercise Agreement and the remainder of this Exercise Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Exercise Agreement. Notwithstanding the forgoing, if the value of this Exercise Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made
by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 

22. Facsimile Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile
signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 












 IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to be executed in
triplicate by its duly authorized representative and Purchaser has executed this Exercise Agreement in triplicate as of the Effective Date, indicated above. 
  

					
	COUCHBASE, INC.	 	            	 	PURCHASER
			
	 By:
	 		 	  

			
		 		 	(Signature)
			
	  
 (Please print name)
	 		 	  
 (Please print name)

			
	  
	 		 	  

	(Please print title)	 		 	
			
	Address:	 		 	Address:
	  
	 		 	  

	  
	 		 	  

	  
	 		 	  

			
	Fax No.:	 		 	Fax No.
			
	Phone No.:	 		 	Phone No.:

 List of Exhibits 

Exhibit 1: Stock Power and Assignment Separate from Stock Certificate 

Exhibit 2: Copy of Purchaser’s Check or other permitted consideration 

[Signature page to Couchbase, Inc. Stock Option Exercise Agreement] 












 EXHIBIT 1 

STOCK POWER AND ASSIGNMENT SEPARATE 

FROM STOCK CERTIFICATE 












 Stock Power and Assignment 

Separate from Stock Certificate 

FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Agreement No. ____________dated as of_________________, , (the
“Agreement”), the undersigned hereby sells, assigns and transfers unto _____________________, _______________ shares of the Common Stock $0.0001 par value per share, of Couchbase, Inc., a Delaware corporation (the
“Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _____________delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the
Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE
USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. 
  

					
	Dated:                     ,            	 	        	 	
		 		 	PURCHASER
			
		 		 	  

		 		 	(Signature)
			
		 		 	  

		 		 	(Please Print Name)

 Instructions to Purchaser: Please do not fill in any blanks other than the signature line. The purpose of this
Stock Power and Assignment is to enable the Company to acquire the shares upon exercise its “Right of First Refusal” set forth in the Exercise Agreement without requiring additional signatures on the part of the Purchaser. 












 EXHIBIT 2 

COPY OF PURCHASER’S CHECK 












 No. ___ 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the
“Date of Grant”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”). 
  

			
	Participant:	  	[Name]
		
	Social Security Number:	  	[SSN]
		
	Total Option Shares:	  	[# total shares]
		
	Exercise Price Per Share:	  	$ [price]
		
	Date of Grant:	  	[Board approval date]
		
	First Vesting Date:	  	[insert 1st vest]
		
	Expiration Date:	  	 [insert date 10 yrs from Date of Grant]
 (unless
earlier terminated under Section 5.6 of the Plan)

		
	Type of Stock Option:	  	[insert - Incentive Stock Option (ISO) or Nonqualified (NSO)]

 1. GRANT OF OPTION. The Company hereby grants to Participant an option (this
“Option”) to purchase the total number of shares of Common Stock, $0.00001 par value per share, of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set
forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an “incentive stock
option” (the “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), except that if on the date of grant the Participant is not eligible to
receive an ISO, then this Option shall be a “nonqualified stock option” (the “NQSO” or “NSO”). 

2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. Provided Participant continues to provide services to the Company or any Subsidiary or
Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the
first page of this Agreement (the “First Vesting Date”); (ii) on the First Vesting Date the Option will become vested and exercisable as to 1/4th of the Shares; and (iii) thereafter at the end of each full succeeding
calendar month the Option will become vested and exercisable as to 1/48th of the Shares until the Shares are vested with respect to all of the Shares. If application of the vesting percentage causes a fractional share, such share shall be rounded
down to the nearest whole share 












 
for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. [Notwithstanding the
foregoing, 100% of the Shares will become immediately vested and exercisable upon Participant’s death, subject to Participant’s continuous service with the Company or any Subsidiary or Parent of the Company until the date of such death.]1 
 2.2 Vesting of Options. Shares that are vested pursuant to the
schedule set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.” 

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3
below or pursuant to Section 5.6 of the Plan. 
 3. TERMINATION. 

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except
death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination
Date, but in any event no later than the Expiration Date. 
 3.2 Termination Because of Death or Disability. If
Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant’s Disability or for Cause), the Option, to the
extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the
Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code; or
(ii) twelve (12) months after the Termination Date when the termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. 

3.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such
Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time
and on such conditions as are determined by the Committee. 
 3.4 No Obligation to Employ. Nothing in the Plan or this
Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company
to terminate Participant’s employment or other relationship at any time, with or without Cause. 
  

	1 	 To include for accelerated vesting upon death. 














 4. MANNER OF EXERCISE. 

4.1 Stock Option Exercise Agreement. To exercise this Option, Participant (or in the case of exercise after
Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in
such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the
number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the
Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the
Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant. 
 4.2
Limitations on Exercise. The Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. The Option may not be exercised as
to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 
 4.3
Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check or wire transfer of immediately available funds), or where permitted by law: 

(a) by surrender of shares of the Company’s Common Stock that (i) either (A) the Company has received “full payment of the
purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Participant in the
open public market, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules; and (ii) are clear of all liens, claims, encumbrances or security interests; 

(b) by waiver of compensation due or accrued to Participant for services rendered; 

(c) provided that a public market for the Company’s stock exists: (i) through a “same day sale” commitment from Participant
and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a “margin” commitment from
Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise
Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 












 (d) any other form of consideration approved by the Committee; or 

(e) by any combination of the foregoing. 

4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for
any applicable federal, state and local withholding obligations of the Company. Participant authorizes the Company to withhold any of such amounts from any other payments made or due from the Company to the Participant. If the Committee permits, the
payment of withholding taxes upon exercise of the Option may be made by the Company retaining the minimum number of Shares with a Fair Market Value equal to the amount of taxes required to be withheld; but in no event will the Company withhold
Shares if such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares issuable upon exercise.

 4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to
counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto. 
 5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option is an
ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, and (ii) the date one (1) year after transfer of
such Shares to Participant upon exercise of the Option, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation
income recognized by Participant from the early disposition by payment in cash or out of the current wages or other compensation payable to Participant. 

6. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are intended to comply with
Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any provision of this Agreement that is inconsistent with Section 25102(o) or any regulations relating thereto shall, without further act or
amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any regulations relating thereto. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by
the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. 












 7. NONTRANSFERABILITY OF OPTION. The Option may not be
transferred in any manner other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the
trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Participant only by Participant or in the event of
Participant’s incapacity, by Participant’s legal representative. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. 

8. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by Participant or any
transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or
its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the “Right of First Refusal”). The
Company’s Right of First Refusal will terminate when the Company’s securities become publicly traded. 
 9. TAX
CONSEQUENCES. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 

9.1 Exercise of ISO. If the Option qualifies as an ISO, there will be no regular federal or California income tax
liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes and
may subject the Participant to the alternative minimum tax in the year of exercise. 
 9.2 Exercise of Nonqualified Stock
Option. If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from
Participant’s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. 

9.3 Disposition of Shares. The following tax consequences may apply upon disposition of the Shares. 

(a) Incentive Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares
pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If
Vested Shares purchased under an ISO are disposed of within the 












 
applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates in the year of the
disposition) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were exercised prior to vesting coincident with the filing of an 83(b) Election, the
amount taxed because of a disqualifying disposition will be based upon the excess, if any, of the fair market value on the date of vesting over the exercise price. 

(b) Nonqualified Stock Options. If the Shares are held for more than twelve (12) months after the date of purchase of the Shares
pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. 
 (c)
Withholding. The Company may be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. 

10. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a stockholder with respect to
any Shares until the Shares are issued to Participant. 
 11. GENERAL PROVISIONS 

11.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant
or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 

11.2 Entire Agreement. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the
entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 
 11.3
Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices or to its
facsimile or telecopier number specified below. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address, facsimile, telecopier, or e-mail
indicated below or to such other address, facsimile, telecopier, or e-mail as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered
upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier
(prepaid); or (iv) one (1) business day after transmission by facsimile, telecopier, or e-mail. 

11.4 Successors and Assigns. The Company may assign any of its rights under this Agreement, including its rights to
purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs,
executors, administrators, legal representatives, successors and assigns. 












 11.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. 

11.6 Acceptance. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has
read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult a tax adviser prior to such exercise or disposition. 
 11.7
Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

11.8 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference
only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this
Agreement. 
 11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when
so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 
 11.10
Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum
extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or
unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially
impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 

11.12 Facsimile/Electronic Signatures. This Agreement may be executed and delivered by facsimile or electronically
(by e-mail) and upon such delivery the facsimile (or electronic) signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 

11.13 Waiver of Statutory Information Rights. Participant understands and agrees that, but for the waiver made herein,
Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and
records, and the books and records of subsidiaries of the Company, if any, under the 












 
circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of Participant as may be
provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to
Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or
exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Participant under
any other written agreement between Participant and the Company. 












 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. 
  

			
	COUCHBASE, INC.
		
	By:	 	
                     
                    

	
	  

	
	Chief Financial Officer

  

	
	Address:
	
	Couchbase, Inc. 2440 W. El Camino Real Suite 101
	
	Mountain View, CA 94040
	
	Facsimile:
	
	[***]

 The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Sections 11 and
12 thereof, and understands that this Option is subject to the terms of the Plan and of this Agreement. 
  

			
	PARTICIPANT
		
	By:	 	
                     
                                         
               

	
	  


  

	
	Address:
	  

	
	  

	
	  

	
	Email:
	
	  














 EXHIBIT A 

FORM OF STOCK OPTION EXERCISE AGREEMENT 












 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN 












 No. ___ 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

FOR NON-U.S. PARTICIPANTS 

This Stock Option Agreement for Non-U.S. Participants (the “Option
Agreement”), including any special terms and conditions for Participant’s country set forth in the addendum attached hereto as Exhibit A (the “Addendum”) (together with the Option Agreement, this
“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Couchbase, Inc., a Delaware corporation (the “Company”), and
the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the
“Plan”). 
  

			
	Participant:	  	[Name]
		
	Employee ID:	  	[SSN]
		
	Total Option Shares:	  	[# total shares]
		
	Exercise Price Per Share:	  	$ [price]
		
	Date of Grant:	  	[Board approval date]
		
	First Vesting Date:	  	[insert 1st vest]
		
	Expiration Date:	  	 [insert date 10 yrs from Date of Grant]
 (unless
earlier terminated under Section 5.6 of the Plan)

		
	Type of Stock Option:	  	[Non-Qualified Stock Option]

 1. GRANT OF OPTION. The Company hereby grants to Participant an option (this
“Option”) to purchase the total number of shares of Common Stock, $0.00001 par value per share, of the Company set forth above as Total Option Shares (the “Shares”) at the Exercise Price Per Share set
forth above (the “Exercise Price”), subject to all of the terms and conditions of this Agreement and the Plan. 

2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. Provided Participant continues to provide services to the Company or any Subsidiary or
Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of the Shares until the First Vesting Date set forth on the
first page of this Agreement (the “First Vesting Date”); (ii) on the First Vesting Date the Option will become vested and exercisable as to 1/4th of the Shares; and (iii) thereafter at the end of each full succeeding
calendar month the Option will become vested and exercisable as to 1/48th of the Shares until the Shares are vested with respect to all of the Shares. If application of the vesting percentage causes a fractional share, such share shall be rounded
down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. [Notwithstanding the foregoing, 100% of the
Shares will become immediately vested and exercisable upon Participant’s death, subject to Participant’s continuous service with the Company or any Subsidiary or Parent of the Company until the date of such death.]1 
  

	1 	 To include for accelerated vesting upon death.















 2.2 Vesting of Options. Shares that are vested pursuant to the schedule
set forth in Section 2.1 are “Vested Shares.” Shares that are not vested pursuant to the schedule set forth in Section 2.1 are “Unvested Shares.” 

2.3 Expiration. The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3
below or pursuant to Section 5.6 of the Plan. 
 3. TERMINATION. 

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except
death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination
Date, but in any event no later than the Expiration Date. 
 3.2 Termination Because of Death or Disability. If
Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of the Termination Date when Termination is for any reason other than Participant’s Disability or for Cause), the Option,
to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later
than the Expiration Date. 
 3.3 Termination for Cause. If Participant is terminated for Cause, Participant may exercise
such Participant’s Option, but not to an extent greater than such Option is    exercisable as to Vested Shares upon the Termination Date and Participant’s Option shall expire on such Participant’s Termination Date,
or at such later time and on such conditions as are determined by the Committee. 
 3.4 No Obligation to Employ. Nothing
in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 
 3.5
Termination Date. For purposes of the Option, the Termination Date is deemed to occur as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the
reason for the Termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services or the 












 
terms of Participant’s employment or other service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual
notice period or any period of “garden leave,” or similar period mandated under employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services or the terms of Participant’s employment or
other service agreement, if any. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered
to be providing services while on a leave of absence). 
 4. MANNER OF EXERCISE. 

4.1 Stock Option Exercise Agreement. To exercise the Option, Participant (or in the case of exercise after
Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit B, or in
such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the
number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the
Company to comply with applicable laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and
such person shall be subject to all of the restrictions contained herein as if such person were Participant. 
 4.2 Limitations
on Exercise. The Option may not be exercised unless such exercise is in compliance with all applicable U.S. and non-U.S. federal and state securities and other applicable laws, as they are in effect on
the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. 

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being
purchased in cash (by check or wire transfer of immediately available funds), or where permitted by law: 
 (a) provided that a public
market for the Company’s stock exists: (i) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”)
whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the
total Exercise Price directly to the Company, or (ii) through a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the
Company; or 












 (b) any other form of consideration approved by the Committee; or 

(c) by any combination of the foregoing. 

4.4 Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if
different, the Parent or Subsidiary of the Company for which Participant provides services (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related
Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited to, the grant, vesting or exercise of the Option, the
subsequent sale of the Shares acquired upon the exercise of the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or
eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than
one jurisdiction, Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than
one jurisdiction. 
 Prior to the relevant taxable or tax-withholding event, as applicable,
Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Service
Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding
from Participant’s wages or other compensation paid to Participant by the Company or the Service Recipient, (ii) withholding from proceeds of the sale of the Shares acquired upon exercise of the Option either through a voluntary sale or
through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent), (iii) withholding from the Shares otherwise issuable at exercise of the Option, or (iv) any method
determined by the Committee to be in compliance with applicable laws. 
 Depending on the withholding method, the Company and/or Service
Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in
Participant’s jurisdiction, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items
is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for purposes of paying the Tax-Related Items. 
 Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse the exercise or to issue or deliver the underlying Shares or the proceeds of the sale of the Shares acquired upon the exercise of the Option, if Participant fails to comply with his or her obligations in connection
with the Tax-Related Items. 












 4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall
deliver certificates representing the Shares with the appropriate legends affixed thereto. 
 5. NATURE OF GRANT. In
accepting the Option, Participant acknowledges, understands and agrees that: 
 (a) the Plan is established voluntarily by the Company, it is
discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; 

(b) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future
grants of stock options, or benefits in lieu of stock options, even if stock options have been granted in the past; 
 (c) all decisions with
respect to future stock option or other grants, if any, will be at the sole discretion of the Company; 
 (d) if Participant is employed by a
Parent or Subsidiary of the Company, the grant of Option and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming a service relationship with the Company; 

(e) Participant is voluntarily participating in the Plan; 

(f) the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or
compensation; 
 (g) the Option and the Shares subject to the Option, and the income from and value of same, are not part of normal or
expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; 
 (h) the future value
of the Shares subject to the Option is unknown, indeterminable, and cannot be predicted with certainty; 
 (i) if the Shares subject to
Option do not increase in value, the Option will have no value; 
 (j) if Participant exercises the Option and acquires Shares, the value of
such Shares may increase or decrease in value, even below the Exercise Price; 












 (k) no claim or entitlement to compensation or damages shall arise from forfeiture of this
Option resulting from the Termination of Participant’s service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or
otherwise rendering services or the terms of Participant’s employment or other service agreement, if any), and in consideration of the grant of the Option, Participant agrees not to institute any claim against the Company, the Service Recipient
or any other Parent or Subsidiary of the Company; 
 (l) unless otherwise agreed with the Company, the Option and any Shares acquired upon
the exercise of the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Subsidiary; 

(m) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not
create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and 

(n) neither the Company, the Service Recipient nor any other Parent or Subsidiary of the Company shall be liable for any foreign exchange rate
fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of Shares acquired upon the
exercise of the Option. 
 6. DATA PRIVACY. 

(a) Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about
Participant, including, but not limited to, Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary,
nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the
purposes of implementing, administering and managing Participant’s participation in the Plan. The legal basis, where required, for the processing of Data is Participant’s explicit declaration of consent provided by signing or
electronically agreeing to this Agreement. Where required under applicable law, Data may also be disclosed to certain securities or other regulatory authorities. 

(b) Stock Plan Administration Service Providers. The Company may transfer Data to an independent service provider, which may be
assisting the Company with the implementation, administration and management of the Plan. Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the
ability to participate in the Plan. 












 (c) International Data Transfers. The Company is based in the United States.
Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the event Participant resides or is otherwise located outside the United States, Participant understands and acknowledges that
the United States might apply laws not providing a level of protection of the Data equivalent to the level of protection in Participant’s country or jurisdiction. For example, the European Commission has issued a limited adequacy finding with
respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program, in which the Company currently does not participate. In the absence of appropriate
safeguards such as a certification under the EU-U.S. Privacy Shield program or standard data protection clauses, the processing of the Data in the United States might not be subject to substantive data
processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing of the Data. By signing or electronically agreeing to this Agreement, Participant explicitly
declares his or her consent to the Company receiving and transferring the Data and, as the case may be, to certain service providers without implementing appropriate safeguards. Where required, such processing of the Data will be exclusively based
on Participant’s consent. 
 (d) Data Retention. The Company will hold and use the Data only as long as is
necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend
beyond Participant’s service relationship. When the Company or the Service Recipient no longer need the Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such
purposes to the fullest extent practicable. 
 (e) Voluntariness and Consequences of Consent Denial or Withdrawal.
Participation in the Plan is voluntary and Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s compensation
from or employment or other service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant the Option or other awards to Participant
or administer or maintain such awards. 
 (f) Declaration of Consent. By signing or electronically agreeing to this
Agreement, Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data described above, including to recipients
located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above. 

(g) Alternative Basis for Data Processing and Transfer. Participant understands that the Company may rely on a different legal
basis for the processing or transfer of Data in the future and/or request that Participant provide another data privacy consent form. If applicable and upon request of the Company, Participant agrees to provide an executed acknowledgement or data
privacy consent form to the Service Recipient or the Company (or any other acknowledgements, agreements or consents that may be required by the Service Recipient or the Company) that the Company and/or the Service Recipient may deem necessary to
obtain under the data privacy laws in Participant’s country, either now or in the future. Participant understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or
consent requested by the Company and/or the Service Recipient. 












 7. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this
Agreement are intended to comply with Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any provision of this Agreement that is inconsistent with Section 25102(o) or any regulations relating thereto
shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any regulations relating thereto. Notwithstanding any other provision of the Plan or this Agreement, unless
there is an available exemption from any registration, qualification or other legal requirement applicable to the Common Stock, the Company shall not be required to permit the exercise of the Option and/or deliver any Shares prior to the completion
of any registration or qualification of the Shares under any U.S. or non-U.S. local, state or federal securities or other applicable laws, under rulings regulations of the U.S. SEC or of any other governmental
regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in
its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, or any state or non-U.S. securities
commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares subject to the Option. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without
Participant’s consent to the extent necessary to comply with securities or other applicable laws applicable to issuance of the Shares subject to the Option. 

8. NONTRANSFERABILITY OF OPTION. The Option may not be transferred in any manner other than by will or by the laws
of descent and distribution, or by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor), and may be exercised during the lifetime of Participant only by
Participant or in the event of Participant’s incapacity, by Participant’s legal representative. The terms of the Option shall be binding upon the executors, administrators, successors, and assigns of Participant. 

9. COMPANY’S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by Participant or any
transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or
its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the “Right of First Refusal”). The
Company’s Right of First Refusal will terminate when the Company’s securities become publicly traded. 
 10.
PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Participant. 












 11. GENERAL PROVISIONS 

11.1 Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant
or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 

11.2 Entire Agreement. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the
entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 
 11.3
Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices or to its
facsimile or telecopier number specified below. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address, facsimile, telecopier, or e-mail
indicated below or to such other address, facsimile, telecopier, or e-mail as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered
upon: (i) personal delivery; (ii) three (3) days after deposit in the United States or comparable non-U.S. mail by certified or registered mail (return receipt requested); (iii) one (1) business
day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile, telecopier, or e-mail. 

11.4 Successors and Assigns. The Company may assign any of its rights under this Agreement, including its rights to
purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and Participant’s heirs,
executors, administrators, legal representatives, successors and assigns. 
 11.5 Governing Law/Venue. This
Agreement shall be governed by and construed in accordance with the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. For purposes of any
action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the Courts of Santa Clara County, California, or the
federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. 

11.6 Acceptance/No Advice Regarding Grant. Participant hereby acknowledges receipt of a copy of the Plan and this
Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences
related to the Option or disposition of the Shares and that Participant should consult a tax adviser prior to accepting the Option or disposing of the Shares. 












 11.7 Further Assurances. The parties agree to execute such
further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

11.8 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference
only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this
Agreement. 
 11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when
so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. 
 11.10
Insider Trading Restrictions / Market Abuse Laws. By accepting the Option, Participant acknowledges that Participant is bound by all the terms and conditions of any Company’s insider trading policy as may be implemented in the
future. Participant further acknowledges that, depending on Participant’s country, Participant may be or may become subject to insider trading restrictions and/or market abuse laws which may affect Participant’s ability to accept, acquire,
sell or otherwise dispose of Shares, rights to Shares (e.g., Options) or rights linked to the value of Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as
defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before Participant possessed inside information. Furthermore, Participant
could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under
these laws or regulations are separate from and in addition to any restrictions that may be imposed under any Company’s insider trading policy as may be implemented in the future. Participant acknowledges that it is Participant’s
responsibility to comply with any applicable restrictions, and Participant should speak to his or her personal advisor on this matter.  

11.10 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be
stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the
forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both
parties agree to substitute such provision(s) through good faith negotiations. 
 11.12 Facsimile/Electronic Delivery and
Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery by facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. Further,
the Company may, in its sole discretion, decide to delivery any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 












 11.13 Waiver of Statutory Information Rights. Participant
understands and agrees that, but for the waiver made herein, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock
ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware
(any and all such rights, and any and all such other rights of Participant as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of stock of the Company to the general public
pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection
Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be
commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing
waiver shall not apply to any contractual inspection rights of Participant under any other written agreement between Participant and the Company. 

11.14 Language. Participant acknowledges that he or she is proficient in the English language and understands the terms of
this Agreement. If Participant has received this Agreement or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version,
the English version will control. 
 11.15 Addendum. Notwithstanding any provisions in this Option Agreement, the
Option shall be subject to any special terms and conditions for Participant’s country set forth in the Addendum attached hereto as Exhibit A. Moreover, if Participant relocates to one of the countries included in the Addendum, the
special terms and conditions for such country will apply to Participant, to the extent, the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes
part of this Agreement. 
 11.16 Imposition of Other Requirements. The Company reserves the right to impose other
requirements on Participant’s participation in the Plan, on the Option and on the Shares acquired upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 11.17
Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by
Participant or any other Participant. 












 11.18 Foreign Asset/Account Reporting Requirements. Participant
acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Participant’s ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including
from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in his of
her country. Participant also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Participant’s country through a designated bank or broker within a certain time after receipt.
Participant acknowledges that it is his or her responsibility to be compliant with such obligations, and Participant should speak to his or her personal advisor on this matter. 












 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. 
  

			
	COUCHBASE, INC.
		
	By:	 	              

	
	              

	
	 Chief Financial Officer


 Address: 
 Couchbase, Inc.

 2440 W. El Camino Real Suite 101 
 Mountain View, CA 94040

 Facsimile: 
 [***] 

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Sections 11 and 12 thereof, and understands
that this Option is subject to the terms of the Plan and of this Agreement. 
  

			
	PARTICIPANT
		
	By:	 	              

	
	
                 


 Address: 
  

	
	
	              

	
	              

	
	
                 

	
	 Email:

	
	              














 EXHIBIT A 

COUCHBASE, INC. 
 2018
EQUITY INCENTIVE PLAN 
 ADDENDUM 

TO THE STOCK OPTION AGREEMENT FOR NON-U.S. PARTICIPANTS 

Capitalized terms, unless explicitly defined in this Addendum, shall have the meanings given to them in the Stock Option Agreement for Non-U.S. Participants (the “Option Agreement”) or in the Plan. 
 Terms and Conditions

 This Addendum includes special terms and conditions that govern Participant’s Option if Participant resides and/or works in one of the
countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another
country after the grant of the Option, the Company shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to Participant. 

Notifications 
 This Addendum also includes
information regarding securities, exchange control, tax and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control, tax and
other laws in effect in the respective countries as of December 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information contained herein as the only source of
information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant exercises the Option or at the time Participant sells the Shares acquired upon exercise of
the Option. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result; therefore, Participant is advised to
seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s individual situation. 
 If
Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another country after the grant of
the Option, the notifications contained herein may not be applicable to Participant in the same manner. 
 ***** 












 INDIA 

Terms and Conditions 
 Payment.
Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in India, Participant will not be permitted to pay the Exercise Price by a
“sell-to-cover” exercise (i.e., where a certain number of Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds
of the sale will be remitted to the Company to cover the Exercise Price for the purchased Shares, any brokerage fees and any withholding obligation for Tax-Related Items). The Company reserves the right to
permit this method of payment depending on the development of local law. 
 Notifications 

Exchange Control Information. Indian residents are required to repatriate to India all proceeds received from the sale of Shares within 90 days of
receipt and any dividends paid on such shares within 180 days of receipt, or within such other period of time as may be required under applicable regulations. Participant must maintain the foreign inward remittance certificate received from the bank
where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation. It is Participant’s responsibility to comply with applicable exchange control laws in India. 

Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank accounts and any foreign financial assets (including
Shares held outside India) in Participant’s annual tax return. Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal tax advisor in this regard. 

ITALY 
 Terms and Conditions 

Payment. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in Italy, Participant understands that
Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, Participant understands that Participant needs to
instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to satisfy the Exercise Price, any brokerage fees and any withholding obligation for Tax-Related
Items; and (iii) remit the balance in cash to Participant. Participant will not be permitted to hold Shares after exercise. Depending on the development of local laws, the Company reserves the right to modify the methods of payment and, in its
sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of payment permitted under the Agreement. 

Plan Document Acknowledgment. By accepting the Option, Participant acknowledges that he or she has received a copy of the Plan and this Agreement and
has reviewed the Plan and this Agreement in their entirety and fully accepts all provisions thereof. Participant further acknowledges that he or she has read and specifically and expressly approves (a) the following provisions of the Agreement:
Section 3: Termination; Section 4: Manner of Exercise; Section 4.4: Responsibility for Taxes; Section 5: Nature of Grant; Section 6: Data Privacy, Section 10: Privileges of Stock Ownership; Section 11: General
Provisions; Section 11.14: Language and all provisions for Italy in this Addendum. 












 Notifications 

Foreign Asset/Account Reporting Information. If Participant holds investments abroad or foreign financial assets (e.g., cash and Shares acquired under
the Plan) that may generate income taxable in Italy, Participant is required to report them on his or her annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting
duties apply to Participant if Participant is the beneficial owner of the investments, even if Participant does not directly hold investments abroad or foreign assets. 

Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. Such tax
is currently levied at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares acquired under the Plan) assessed at the end of the calendar year. No tax payment duties arise if
the value of the foreign assets held abroad does not exceed €6,000. 
 UNITED KINGDOM 

Responsibility for Taxes. The following provision supplements Section 4.4 of the Option Agreement: 

Without limitation to Section 4.4 of the Option Agreement, Participant hereby agrees that he or she is liable for all
Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Service Recipient or by Her Majesty’s
Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). Participant also hereby agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. 

Notwithstanding the foregoing, if Participant becomes a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange
Act), Participant may not be able to indemnify the Company or the Service Recipient for the amount of any income tax not collected from or paid by Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax
may constitute a benefit to Participant on which additional income tax and employee national insurance contributions (“NICs”) may be payable. Participant agrees to report and pay any income tax due on this additional benefit
directly to HMRC under the self-assessment regime and to pay the Service Recipient for the value of the employee NICs due on this additional benefit, which the Company or the Service Recipient may recover from the Participant by any of the means
referred to in Section 4.4 of the Agreement. 












 Section 431 Joint Election. As a condition of participation in the Plan and no
later than the time of exercise of the Option, Participant agrees to enter into, jointly with the Service Recipient (or the Company), a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA
2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that Participant will not revoke such election at any time (the
“431 Election”). This 431 Election will be to treat the Shares acquired pursuant to the exercise of the Option as if such Shares were not restricted securities (for U.K. tax purposes only). If Participant is required to but
does not enter into such a 431 Election prior to the exercise of the Option, Participant will not be entitled to exercise the Option and no Shares will be issued to Participant, without any liability to the Company or the Service Recipient.
Participant must enter into the 431 Election concurrent with the execution of this Agreement, or at such subsequent time as may be designated by the Company. 

[National Insurance Contribution Joint Election. As a condition of participation in the Plan and no later than the time of exercise of the Option,
Participant also agrees to accept liability for any secondary Class 1 national insurance contributions which may be payable by the Service Recipient in connection with any event giving rise to tax liability in relation to this Stock Option
(“Employer NICs”). The Employer NICs may be collected by the Company or the Service Recipient using any of the methods described in Section 4.4 of the Option Agreement. Without prejudice to the foregoing, Participant agrees to execute
a joint election with the Company or the Service Recipient (a “NICs Joint Election”), the form of such NICs Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the
Employer NICs to Participant. Participant further agrees to execute such other elections as may be required by any successor to the Company and/or the Service Recipient for the purpose of continuing the effectiveness of Participant’s NICs Joint
Election. If Participant does not complete the Joint Election prior to exercise of Participant’s Option, or if approval of the NICs Joint Election is withdrawn by HMRC and a new NICs Joint Election is not entered into, Participant’s Option
shall become null and void and may not be settled, without any liability to the Company or its Parent or Subsidiaries. Participant must enter into the NICs Joint Election concurrent with the execution of the Agreement, or at such subsequent time as
may be designated by the Company.] 












 United Kingdom 

Section 431 Joint Election Form 

Joint Election under s431 ITEPA 2003 

for full disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003 

One Part Election 
 1. Between 

 

			
	the Employee	  	[insert name of employee]
		
	whose National Insurance Number is	  	[insert employee Nat. Ins. Number]
		
	and	  	
		
	the Company (who is the Employee’s employer)	  	[INSERT UK EMPLOYER]
		
	of Company Registration Number	  	[INSERT U.K. CO. REG. #]

 2. Purpose of Election 

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and applies where
employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired. 
 The effect of an election under section
431(1) is that, for the purposes of relevant income tax and National Insurance contributions (“NICs”), the employment-related securities and their market value will be treated as if they were not restricted securities and that
sections 425 to 430 ITEPA do not apply. Additional income tax will be payable as a result of this election (with PAYE withholding and NICs being applicable where the securities are Readily Convertible Assets). 

 

Should the value of the securities fall following the acquisition, it is possible that income tax/NICs that would have
arisen because of any future chargeable event (in the absence of an election) would have been less than the income tax/NICs due by reason of this election. Should this be the case, there is no income tax/NICs relief available under Part 7 of ITEPA
2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner. 

 3. Application

 This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to: 

 

			
	Number of securities	  	[insert number]
		
	Description of securities	  	Shares of common stock














			
	Name of issuer of securities	  	Couchbase, Inc.

 To be acquired by the Employee on or after the date of this Election under the terms of the Couchbase, Inc. . 

4. Extent of Application 
 This election disapplies
S.431(1) ITEPA: All restrictions attaching to the securities. 
 5. Declaration 

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to
which this election applies. 
 In signing this joint election, we agree to be bound by its terms as stated above. 

 

			
	  
	 	
        /         
    /                

	 Signature (Employee)
	 	 Date

	  
	 	
        /         
    /                

	 Signature (for and on behalf of the Company)
	 	 Date

		
	  

Position in company
	 	

 Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a
security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition. 












 EXHIBIT B 

2018 EQUITY INCENTIVE PLAN