EX-4.18




 Exhibit 4.18 

BLOOM ENERGY CORPORATION 

AMENDMENT NO. 3 TO 

EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

This Amendment No. 3 (the “Amendment”) to that certain Eighth Amended and Restated Registration Rights Agreement
dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the “Company”), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and
Restated Registration Rights Agreement (“Amendment No. 1”), dated December 14, 2015 and that certain Amendment No. 2 and Joinder to Eighth Amended and Restated Registration Rights Agreement
(“Amendment No. 2” and, together with Amendment No. 1, the “Amendments”), dated August 4, 2016 (the “Rights Agreement”), is made and
entered into as of September 20, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the “Majority Holders”). Capitalized terms used
in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement. 

Recitals 
 WHEREAS,
the Company desires to amend the Rights Agreement to amend the definition of “Purchaser” set forth therein. 
 WHEREAS, with
respect to the amendments contemplated by this Amendment, Section 19 of the Rights Agreement permits the amendment of the Rights Agreement with the written consent of the Company and the Majority Holders. 

Agreement 
 NOW,
THEREFORE, the parties hereto hereby agree as follows: 
 1. Amendments. 

a. The defined term “Purchaser” appearing in Section 1 of the Rights Agreement shall be amended and replaced in its
entirety with the following: 
 ““Purchaser” shall mean (a) each person or entity who (i) has acquired
shares of Preferred and who is a signatory to this Agreement, or (ii) acquires securities of the Company in the future pursuant to an agreement with the Company and becomes a party to this Agreement pursuant to Section 20(b) hereof,
(b) each of the Acquirers, (c) each of the Investors (as defined in the 2014 NPA), (d) the Investor (as defined in the 2015 NPA), (e) the Seller (as defined in that certain Purchase and Sale of Membership Interests Agreement,
dated January 29, 2016, by and between the Company and Mehetia Inc., (f) the Investors (as defined in that certain Note Purchase Agreement, dated December 11, 2015, by and between the Company and the “Investors” and
“Guarantors” named therein (as amended, the “Indenture NPA”)), (g) future investors that purchase Additional Notes (as defined in that certain Indenture, dated December 15, 2015, by and among the Company, the
guarantors party thereto, and U.S. Bank National 








 Association, as trustee and collateral agent, as amended, restated, supplemented or otherwise modified from time
to time (the “Indenture”)) to be sold pursuant to Section 2.10 of the Indenture, and (h) any transferees of the holders listed in subsections (b) through (g) hereof for (y) transfers effective on or before
August 4, 2016 of any Settlement Securities, or (z) transfers effective at any time of the 2014 Notes, 2015 Notes, the Additional Notes, or the Notes (as defined in the Indenture NPA, which, together with the Additional Notes are referred
to herein as the “Indenture Notes”), provided that, for this subsection (h) to apply to such persons that are not already party to this Agreement, such persons must execute a joinder agreeing to become a party to the Agreement
as a “Holder” hereunder and be fully bound by, and subject to, the Agreement as though it were a party thereto (each such transferee, a “Permitted Transferee”).” 

2. Except as expressly set forth in this Amendment, the Rights Agreement, as amended by the Amendments, shall continue in full force and effect
in accordance with its terms. 
 3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to the conflict of laws provisions
thereof. 
 4. Each party hereto represents and warrants that: (i) it has all necessary power and authority to enter into and perform
this Amendment and (ii) this Amendment, and the Rights Agreement, constitute a valid and binding obligation which is enforceable against each party hereto in accordance with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application). 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 2 









 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

							
	“COMPANY”	 		 	BLOOM ENERGY CORPORATION
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Randy Furr

		 		 	Name:	 	Randy Furr
		 		 	Title:	 	Chief Financial Officer and Secretary
		 		 	Dated:	 	September 20, 2016

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

							
	“HOLDERS”	 		 	
		 		 	CANADA PENSION PLAN
	Date: September 20, 2016	 		 	INVESTMENT BOARD
				
		 		 	By:	 	 /s/ Scott Lawrence

		 		 	Name:	 	Scott Lawrence
		 		 	Title:	 	Managing Director, Head of Relationship Investments









 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

							
	“HOLDERS”	 		 	
		 		 	1536057 ALBERTA LTD.
				
		 		 	By:	 	 /s/ Peter Teti

		 		 	Name:	 	Peter Teti
		 		 	Title:	 	SVP, Private Equity
		 		 	Dated:	 	Sept. 14, 2016
			
		 		 	1536053 ALBERTA LTD.
				
		 		 	By:	 	 /s/ Peter Teti

		 		 	Name:	 	Peter Teti
		 		 	Title:	 	SVP, Private Equity
		 		 	Dated:	 	Sept. 14, 2016

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
 “HOLDERS” 

 

							
	Date: 9.16.16	  		  	DAG VENTURES GP GROUP
		  		  	By:	  	DAG Ventures Management LLC, its Managing Member
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	 DAG VENTURES COINVESTMENT FUND –

AM, L.P.

		  		  	By:	  	DAG Ventures Management LLC, its Managing Member
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	DAG VENTURES COINVESTMENT FUND –ARMSTRONG EQUITY PARTNERS, L.P. AND ARMSTRONG EQUITY ADVISORS L.P.
		  		  	By:	  	 DAG Ventures Management LLC, its General Partner

				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  


 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
 ‘‘HOLDERS” 

 

							
	Date: 9.16.16	  		  	DAG VENTURES LLC 
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	DAG VENTURES HOLDINGS LLC
		  		  	By:	  	DAG Ventures LLC, its Manager
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	DAG VENTURES QP, L.P.
		  		  	By:	  	 DAG Ventures Management LLC, its General Partner

				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	DAG VENTURES L.P.
		  		  	By:	  	 DAG Ventures Management LLC, its General Partner

				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  


 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
 ‘‘HOLDERS” 

 

							
	Date: 9.16.16	  		  	 DAG VENTURES PARTNERS

COINVESTMENT FUND

		  		  	By:	  	DAG Ventures Management LLC, its Managing Member
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	 DAG VENTURES COINVESTMENT FUND –

IA, L.P.

		  		  	By:	  	DAG Ventures Management LLC, its General Partner
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  

			
	Date: 9.16.16	  		  	DAG VENTURES COINVESTMENT FUND–II-D, L.P.
		  		  	By:	  	DAG Ventures Management LLC, its Managing Member
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  


 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
 ‘‘HOLDERS” 

 

							
	Date: 9.16.16	  		  	 DAG VENTURES COINVESTMENT FUND – 

QUINN RIVER II, LLC

		  		  	By:	  	DAG Ventures Management LLC, its Managing Member
				
		  		  	By:	  	 /s/ John Cadeddu

		  		  	Name:	  	John Cadeddu
		  		  	Title:	  	  


 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	EIGHT BAR FINANCIAL PARTNERS I, LP
				
		  		  	By:	  	 /s/ Holly Neiweem

		  		  	Print Name: Holly Neiweem
		  		  	Print Title:   Managing Director
		  		  	Dated: 9.14.16

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	HSBC INVESTMENT BANK HOLDINGS, PLC
				
		  		  	By:	  	 /s/ Michael James Kershaw

		  		  	Print Name: Michael James Kershaw
		  		  	Print Title:   Attorney
		  		  	Dated: 18/9/16

 (Signature Page to the Amendment No. 3 to the 8lh AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	
			
		  		  	 KPCB HOLDINGS, INC.
 as
nominee

				
		  		  	By:	  	 /s/ Paul M. Vronsky

		  		  	Print Name: Paul M. Vronsky
		  		  	Print Title:   General Counsel
		  		  	Dated: September 20, 2016

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	 MEHETIA INC.,
 a Delaware
corporation

				
		  		  	By:	  	 /s/ Peter Cross

		  		  	Name: Peter Cross
		  		  	Title:   Vice President

 (Signature Page to Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	MORGAN STANLEY PRINCIPAL INVESTMENTS INC. 
				
		  		  	By:	  	 /s/ Ismail Bhaimia

		  		  	Print Name: Ismail Bhaimia
		  		  	Print Title:   Managing Director
		  		  	Dated: 9/15/16

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement) 








 IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT to be executed as of the date first above written. 
  

									
	“HOLDERS”	  		  	NEW ENTERPRISE ASSOCIATES 10, LP
				
		  		  	By:	  	 NEA Partners 10, Limited Partnership

its General Partner

				
		  		  	By:	  	 /s/ Louis S. Citron

		  		  	Print Name: Louis S. Citron
		  		  	Print Title:   Chief Legal Officer/Attorney-in-Fact
		  		  	Dated: September 20, 2016
			
		  		  	 NEA VENTURES 2003,

LIMITED PARTNERSHIP

				
		  		  	By:	  	 /s/ Louis S. Citron

		  		  		  	Vice President
			
		  		  	Print Name: Louis S. Citron
			
		  		  	Dated: September 20, 2016

 (Signature Page to the Amendment No. 3 to the 8th AR
Registration Rights Agreement)