EX-10.3




 Exhibit 10.3 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

As Adopted on August 2, 2012 

Amended May 29, 2014

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 the grant of Awards covering
Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify
for exemption under Rule 701 or 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 11 hereof, the total number of Shares reserved and available for
grant and issuance pursuant to this Plan will be 7,000,000 Shares plus (i) shares that are subject to stock options or other awards granted under the Company’s 2002 Stock Plan (the “Prior Plan”) that cease
to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (ii) shares issued under the Prior Plan after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date,
forfeited, (iii) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (iv) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an
option or to satisfy the tax withholding obligations related to any award. Subject to Sections 2.2 and 11 hereof, Shares subject to Awards that are cancelled, forfeited, settled in cash or that expire by their terms at any time will again be
available for grant and issuance in connection with other Awards. In the event that Shares previously issued under the Plan are reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, such Shares
shall be added to the number of Shares then available for issuance under the 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. 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 70,000,000 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the “ISO Limit”). Subject to Sections 2.2 and 11 hereof, in the event that the number of
Shares reserved for issuance under the Plan is increased, the ISO Limit shall be automatically increased by such number of Shares such that the ISO Limit equals (a) ten (10) multiplied by (b) the number of Shares reserved for issuance under the
Plan. 
 2.2 Adjustment of Shares. In the event that the number of outstanding shares of the Company’s Common Stock is
changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for
issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARS, and (c) the Purchase Prices of and/or number of Shares subject to other outstanding Awards 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. 

  
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 3. PLAN FOR BENEFIT OF SERVICE PROVIDERS 

3.1 Eligibility. The Committee will have the authority to select persons to receive Awards. ISOs (as defined in Section 4
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 4 hereof) and all other types of Awards may be granted
to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a
capital-raising transaction when Rule 701 is to apply to the Award granted for such services. A person may be granted more than one Award under this Plan. 

3.2 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. 
 4. 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. 

4.1 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. 
 4.2 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. 
 4.3 Exercise Period. Options may be exercisable
immediately but subject to repurchase pursuant to Section 10 hereof or 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 (a) no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and (b) 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. 

4.4 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 

  
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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. 
 4.5 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. Each Participant’s Exercise Agreement may be modified by (i) agreement of Participant and the Company or (ii)
substitution by the Company, upon becoming a public company, in order to add the payment terms set forth in Section 8.1 that apply to a public company and such other terms as shall be necessary or advisable in order to exercise a public company
option. Upon exercise of an Option, Participant shall execute and deliver to the Company the Exercise Agreement then in effect, together with payment in full of the Exercise Price for the number of Shares being purchased and payment of any
applicable taxes. 
 4.6 Termination. Subject to earlier termination pursuant to Sections 11 and 13.1 hereof and
notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following terms and conditions. 

4.6.1 Other than Death or Disability or for Cause. 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 (or within such shorter time
period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, 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. 
 4.6.2 Death or Disability. 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 (or within such shorter time period, not less than six (6) months, or within
such longer time period, after the Termination Date as may be determined by the Committee, with any exercise beyond (a) 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 (b) 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. 
 4.6.3 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. 

  
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 4.7 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. 

4.8 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 13.1 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. 

4.9 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 4.10 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 4.4 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. 

4.10 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.  
 4.11 Information to Optionees. If the Company is relying on the exemption
from registration under Section 12(g) of the Exchange Act pursuant to Rule 12h-1(f)(1) promulgated under the Exchange Act, then the Company shall provide the Required Information (as defined below) in the manner required by Rule 12h-1(f)(1) to all
optionees every six months until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is no longer relying on the exemption pursuant to Rule 12h-1(f)(1); provided, that, prior
to receiving access to the Required Information the optionee must agree to keep the Required Information confidential pursuant to a written agreement in the form provided by the Company. For purposes of this Section 4.11, “Required
Information” means the information described in Rules 701(e)(3), (4) and (5) under the Securities Act, with the financial statements being not more than 180 days old before the sale of securities to which it relates. 

  
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 5. 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 terms and conditions. 

5.1 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. 
 5.2 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. 
 5.3 Restrictions. Restricted Stock Awards may be subject to the restrictions set forth in Sections 9
and 10 hereof or, with respect to a Restricted Stock Award to which Section 25102(o) is to apply, such other restrictions not inconsistent with Section 25102(o). 

6. RESTRICTED STOCK UNITS. 

6.1 Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an Award covering a number of
Shares that may be settled in cash, or by issuance of those Shares at a date in the future. No Purchase Price shall apply to an RSU settled in Shares other than the payment of the aggregate par value of all Shares issuable upon such settlement. All
grants of Restricted Stock Units will be evidenced by an Award 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. 
 6.2 Form and Timing of Settlement. To the extent permissible under applicable law, the
Committee may permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code (or any successor) and
any regulations or rulings promulgated thereunder. Payment may be made in the form of cash or whole Shares or a combination thereof, all as the Committee determines. 

7. STOCK APPRECIATION RIGHTS. 

7.1 Awards of SARs. Stock Appreciation Rights (“SARs”) may be settled in cash, or Shares (which may
consist of Restricted Stock or RSUs), having a value equal to the value determined by multiplying the difference between the Fair Market Value on the date of exercise over the Exercise Price and the number of Shares with respect to which the SAR is
being settled. All grants of SARs made pursuant to this Plan will be evidenced by an Award 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. 

  
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 7.2 Exercise Period and Expiration Date. A SAR will be exercisable within the
times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The Award Agreement shall set forth the Expiration Date; provided that no SAR will be exercisable after
the expiration of ten years from the date the SAR is granted. 
 7.3 Exercise Price. The Committee will determine the
Exercise Price of the SAR when the SAR is granted, and which may not be less than the Fair Market Value on the date of grant and may be settled in cash or in Shares. 

7.4 Termination. Subject to earlier termination pursuant to Sections 11 and 13.1 hereof and notwithstanding the exercise
periods set forth in the Award Agreement, exercise of SARs will always be subject to the following terms and conditions. 
 7.4.1 Other
than Death or Disability or for Cause. If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s SARs only to the extent that such SARs are
exercisable as to vested Shares upon the Termination Date or as otherwise determined by the Committee. SARs 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 (or within such shorter time period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years, after the Termination Date as
may be determined by the Committee) but in any event, no later than the expiration date of the SARs. 
 7.4.2 Death or Disability.
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 SARs may be exercised only to the extent that such
SARs are exercisable as to vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such SARs 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 (or within such shorter time period, not less than six (6) months, or
within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee) but in any event no later than the expiration date of the SARs. 

7.4.3 For Cause. If the Participant is terminated for Cause, the Participant may exercise such Participant’s SARs, but not to an
extent greater than such SARs are exercisable as to vested Shares upon the Termination Date and Participant’s SARs shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the
Committee. 
 8. PAYMENT FOR PURCHASES AND EXERCISES. 

8.1 Payment in General. Payment for Shares acquired pursuant to this Plan may be made in cash (or cash equivalent acceptable
to the Company) 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; 

  
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 (b) by surrender of shares of the Company that are clear of all liens, claims,
encumbrances or security interests and: (i) 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 (ii) that were obtained by Participant in the public market; 
 (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 the laws under which the
Company is then incorporated or organized; 
 (d) by waiver of compensation due or accrued to the Participant from the
Company for services rendered;
 (e) by participating in a formal cashless exercise program implemented by the Committee in
connection with the Plan;
 (f) subject to compliance with applicable law and solely in the discretion of the Committee, by
exercising as set forth below, provided that a public market for the Company’s Common Stock exists: 
 (i) through a
“same day sale” commitment from the Participant and a broker-dealer whereby the Participant irrevocably elects to exercise the Award and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price or Purchase
Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price or Purchase Price directly to the Company; or 

(g) by any combination of the foregoing or any other method of payment approved by the Committee. 

8.2 Withholding Taxes. 

8.2.1 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 applicable tax withholding requirements prior to the delivery of any certificate or certificates for such Shares. Applicable tax withholding requirements may be
satisfied in the manner set forth in the applicable Award Agreement. 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 applicable tax
withholding requirements. 
 8.2.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting 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 allow the Participant to satisfy
the minimum tax withholding obligation by electing to have the Company withhold from the Shares to be issued up to the minimum number of Shares having a Fair Market Value on the date that the amount of tax to be withheld is to be determined that is
not more than the minimum amount to be withheld; but in no event will the Company 

  
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 withhold Shares if such withholding would result in adverse accounting consequences to the Company. Any
elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee. 

9. RESTRICTIONS ON AWARDS. 

9.1 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 NQSOs are to be passed to beneficiaries
upon the death of the trustor (settlor), or by gift to “family member” as that term is defined in Rule 701, and may not be made subject to execution, attachment or similar process. For the avoidance of doubt, the prohibition against
assignment and transfer applies to a stock option and, prior to exercise, the shares to be issued on exercise of a stock option, and pursuant to the foregoing sentence shall be understood to include, without limitation, a prohibition against any
pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” or any “call equivalent position” (in each case, as defined in Rule 16a-1 promulgated under the Exchange Act. 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.
The terms of an Option shall be binding upon the executor, administrator, successors and assigns of the Participant who is a party thereto. 

9.2 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). 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 to which Section 25102(o) will not apply. An Award will not be effective unless such Award is in compliance with all applicable U.S. 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 U.S. 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 so do. 

9.3 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 (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 

10. RESTRICTIONS ON SHARES. 

10.1 Privileges of Stock Ownership. No Participant will have any of the rights of a stockholder with respect to any Shares
until such Shares are issued to the Participant. After Shares are 

  
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 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 as described in this Section 10. 

10.2 Rights of First Refusal and Repurchase. At the discretion of the Committee, the Company may reserve to itself
and/or its assignee(s) in the Award Agreement (a) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, 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 and (b) 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. 

10.3 Escrow; Pledge of Shares. To enforce any restrictions on a Participant’s Shares, 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 certificate. 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. 

10.4 Securities Law Restrictions. 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 U.S. 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. 
 11.
CORPORATE TRANSACTIONS. 
 11.1 Acquisitions or Other Combinations. In the event that the Company is subject to an
Acquisition or Other Combination, outstanding Awards acquired under the Plan shall be subject to the agreement evidencing the Acquisition or Other Combination, which need not treat all outstanding Awards in an identical manner. Such agreement,
without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Acquisition or Other Combination: 

(a) The continuation of such outstanding Awards by the Company (if the Company is the successor entity). 

  
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 (b) The assumption of outstanding Awards by the successor or acquiring entity (if any) of such
Acquisition or Other Combination (or by any of its Parents, if any), which assumption, will be binding on all Participants; provided that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock
appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code. 

(c) The substitution by the successor or acquiring entity in such Acquisition or Other Combination (or by any of its Parents, if any) of
equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject
to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code). 
 (d) The full exercisability or
vesting and accelerated expiration of outstanding Awards. 
 (e) The settlement of the full value of such outstanding Award (whether or not
then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its Parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation of such Awards; provided however, that such
Award may be cancelled if such Award has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates when the Award would have
become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would
have become vested or exercisable. For purposes of this Section 11.1(e), the Fair Market value of any security shall be determined without regard to any vesting conditions that may apply to such security. 

(f) The cancellation of outstanding Awards in exchange for no consideration. 

Immediately following an Acquisition or Other Combination, outstanding Awards shall terminate and cease to be outstanding, except to the
extent such Awards, have been continued, assumed or substituted, as described in Sections 11.1(a), (b) and/or (c). 
 11.2 Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (a) granting
an Award under this Plan in substitution of such other entity’s award or (b) assuming and/or converting 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 entity had applied the rules of this Plan to such grant. In the
event the Company assumes an award granted by another entity, 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 or stock
appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option or SAR rather than assuming an existing
option or stock appreciation right, such new Option or SAR may be granted with a similarly adjusted Exercise Price. 

  
 10 









 12. ADMINISTRATION. 

12.1 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) prescribe, amend, expand, modify and rescind or terminate rules and regulations relating to
this Plan; 
 (c) approve persons to receive Awards; 

(d) determine the form and terms of Awards; 

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

(f) 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; 

(g) grant waivers of any conditions of this Plan or any Award; 

(h) determine the terms of vesting, exercisability and payment of Awards to be granted pursuant to this Plan; 

(i) 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; 
 (j) determine whether an Award has been earned;

(k) extend the vesting period beyond a Participant’s Termination Date; and 

(l) make all other determinations necessary or advisable in connection with the administration of this Plan. 

12.2 Committee Composition and Discretion. The Board may delegate full administrative authority over the Plan and
Awards to a Committee consisting of at least one member of the Board (or such greater number as may then be required by applicable law). 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 4.9 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. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided
that each such officer is a member of the Board. 
 12.3 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 may be either generally applicable or applicable only in specific cases. 

  
 11 









 12.4 Governing Law. This Plan and all agreements hereunder shall be
governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.  

13. EFFECTIVENESS, AMENDMENT AND TERMINATION OF THE PLAN. 

13.1 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 or SAR may be exercised prior to initial stockholder approval of this Plan; (b) no
Option or SAR 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. 
 13.2 Term of Plan. Unless
earlier terminated as provided herein, this Plan will automatically terminate ten (10) years after the later of (i) the Effective Date, or (ii) the most recent increase in the number of Shares reserved under Section 2 that was approved by
stockholders. 
 13.3 Amendment or Termination of Plan. Subject to Section 4.9 hereof, the Board may at any time (a) 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 and (b) terminate any and all outstanding Options or SARs upon a dissolution or liquidation
of the Company, followed by the payment of creditors and the distribution of any remaining funds to the Company’s stockholders; 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) or pursuant to the Code or the regulations promulgated under the Code as such provisions apply to ISO plans. The
termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Award previously granted under the Plan. 

14. DEFINITIONS. For all purposes of this Plan, the following terms will have the following meanings. 

“Acquisition,” for purposes of Section 11, means: 

(a) any consolidation or merger in which the Company is a constituent entity or is a party in which the voting stock and other
voting securities of the Company that are outstanding immediately prior to the consummation of such consolidation or merger represent, or are converted into, securities of the surviving entity of such consolidation or merger (or of any Parent of
such surviving entity) that, immediately after the consummation of such consolidation or merger, together possess less than fifty percent (50%) of the total voting power of all voting securities of such surviving entity (or of any of its Parents, if
any) that are outstanding immediately after the consummation of such consolidation or merger; 

  
 12 









 (b) a sale or other transfer by the holders thereof of outstanding voting stock
and/or other voting securities of the Company possessing more than fifty percent (50%) of the total voting power of all outstanding voting securities of the Company, whether in one transaction or in a series of related transactions, pursuant to an
agreement or agreements to which the Company is a party and that has been approved by the Board, and pursuant to which such outstanding voting securities are sold or transferred to a single person or entity, to one or more persons or entities who
are Affiliates of each other, or to one or more persons or entities acting in concert; or 
 (c) the sale, lease, transfer or
other disposition, in a single transaction or series of related transactions, by the Company and/or any Subsidiary or Subsidiaries of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, (or, if
substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by one or more Subsidiaries, the sale or disposition (whether by consolidation, merger, conversion or otherwise) of such Subsidiaries of the Company),
except where such sale, lease, transfer or other disposition is made to the Company or one or more wholly owned Subsidiaries of the Company (an “Acquisition by Sale of Assets”). 

“Affiliate” of a specified person means a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the person specified (where, for purposes of this definition, the term “control” (including the terms controlling, controlled
by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by
contract, or otherwise. 
 “Award” means any award pursuant to the terms and conditions of this Plan, including any
Option, Restricted Stock Unit, Stock Appreciation Right or Restricted Stock Award. 
 “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 as approved by the Committee. 

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

“Cause” means Termination because of (a) Participant’s unauthorized misuse of the Company or a Parent or
Subsidiary of the Company’s trade secrets or proprietary information, (b) Participant’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (c) Participant’s committing an act of fraud against
the Company or a Parent or Subsidiary of the Company or (d) Participant’s gross negligence or willful misconduct in the performance of his or her duties that has had or will have a material adverse effect on the Company or Parent or Subsidiary
of the Company’ reputation or business. 
 “Code” means the U.S. 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 Bloom Energy Corporation, or any successor corporation. 

  
 13 









 “Disability” means a disability, whether temporary or permanent, partial
or total, as determined by the Committee. 
 “Exchange Act” means the U.S. Securities Exchange Act of
1934, as amended. 
 “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, its closing price on the date of determination on the principal 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 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 4 of this Plan. 

“Other Combination” for purposes of Section 11 means any (a) consolidation or merger in which the
Company is a constituent entity and is not the surviving entity of such consolidation or merger or (b) any conversion of the Company into another form of entity; provided that such consolidation, merger or conversion does not
constitute an Acquisition. 
 “Parent” of a specified entity means, any entity that, either directly or indirectly,
owns or controls such specified entity, where for this purpose, “control” means the ownership of stock, securities or other interests that possess at least a majority of the voting power of such specified entity (including
indirect ownership or control of such stock, securities or other interests). 
 “Participant” means a person who
receives an Award under this Plan. 
 “Plan” means this 2012 Equity Incentive Plan, as amended from time to time.

 “Purchase Price” means the price at which a Participant may purchase Restricted Stock pursuant to
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 5 hereof. 

“Restricted Stock Unit” or “RSU” means an award made pursuant to Section 6
hereof. 
 “Rule 701” means Rule 701 et seq promulgated by the SEC under the Securities Act.

 “SEC” means the U.S. Securities and Exchange Commission. 

  
 14 









 “Section 25102(o)” means Section 25102(o) of the California
Corporations Code. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended. 

“Shares” means shares of the Company’s Common Stock, $0.0001, par value per share, reserved for issuance
under this Plan, as adjusted pursuant to Sections 2.2 and 11 hereof, and any successor security. 
 “Stock
Appreciation Right” or “SAR” means an award granted pursuant to Section 7 hereof. 

“Subsidiary” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if
each of the entities other than the last entity in the unbroken chain owns stock or other equity securities representing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity securities in one of the
other entities 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. 
 * * * * * * * * * * * 

  
 15 









 BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

You (the “Participant”) have been granted an option (the “Option”) to purchase shares of
Common Stock (the “Shares”) of Bloom Energy Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2012 Equity Incentive Plan, as amended from time to time (the
“Plan”) on the terms, and subject to the conditions, described below. 
  

					
	Participant:	 	                                     
                                        	  	
			
	Number of Shares:	 	                                     
                                        	  	
			
	Exercise Price Per Share:	 	US$                                     
                                 	  	
			
	Date of Grant:	 	                                     
                                        	  	
			
	Vesting Commencement Date:	 	                                     
                                        	  	
		
	Expiration Date:	 	The date ten (10) years after the Date of Grant, with earlier expiration in the event of termination of service as provided in Section 3 of the Stock Option Agreement.
		
	Tax Status of Option:	 	☐ Incentive Stock Option              ☐ Nonqualified Stock Option
	(Check One)	 		  	

 Vesting Schedule: Provided Participant continues to provide services to the Company or any
Subsidiary or Parent of the Company, the Option will become vested as to portions of the Shares as follows: (a) the Option will not be vested with respect to any of the Shares prior to the first anniversary of the Vesting Commencement
Date; (b) the Option will become vested as to 20% of the Shares on the first anniversary of the Vesting Commencement Date; and (c) the Option will become vested and exercisable as to
1/60th of the Shares monthly thereafter until 100% of the Shares are vested. 
 Exercise
Schedule: ☐ Same as Vesting Schedule 
 Additional Terms: ☐ If this boxed is checked, the additional terms and conditions set forth
on Attachment 1 hereto (which must be executed by the Company and the Participant) are applicable and are incorporated herein by reference. (No document need be attached as Attachment 1 if the box is not checked.) 

General: By their signatures below, Participant and the Company agree that the Option is granted under and governed by this
Notice and by the provisions of the Plan and the Stock Option Agreement attached hereto as Exhibit I. The Plan and the Stock Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Plan or in the Stock Option Agreement, as applicable. Participant acknowledges receipt of a copy of the Plan and the Stock Option Agreement, represents that Participant has carefully read and is
familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. 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. 








 This Notice 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. Additionally, this Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party
or via email or such other means of electronic delivery specified by the Company. 
 By Participant’s acceptance hereof (whether written, electronic or
otherwise), Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, Participant accepts the electronic delivery of any documents the Company, or any third party involved in administering the
Plan which the Company may designate, may deliver in connection with this grant (including the Plan, the Notice of Grant, this Stock Option Agreement, the 701 Disclosures, account statements, or other communications or information) whether via the
Company’s intranet or the Internet site of such third party or via email or such other means of electronic delivery specified by the Company. 

Furthermore, by Participant’s acceptance hereof (whether written, elective or otherwise), Participant 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. 
  

					
	Bloom Energy Corporation	  		  	Participant
			
	Signature:
                                         
                           	  	        	  	Signature:
                                         
                           
			
	Typed Name:
                                         
                      	  		  	
			
	Title:
                                         
                                   	  		  	
			
	ATTACHMENT: Exhibit I – Stock Option Agreement	  		  	









 EXHIBIT I 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant (the “Date
of Grant”) set forth on the notice of stock option grant attached as the facing page hereto (the “Grant Notice”) by and between Bloom Energy Corporation, a Delaware corporation (the
“Company”), and the participant named on the Grant Notice (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2012 Equity Incentive
Plan, as amended from time to time (the “Plan”), or in the Grant Notice, as applicable. 
 1.
GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company (the “Common Stock”) set forth in
the Grant Notice as Number of Shares (the “Shares”) at the Exercise Price Per Share set forth in the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of this Agreement
(including the country-specific terms and conditions for non-U.S. Participants set forth in Exhibit A) and the Plan. If designated as an Incentive Stock Option in the Grant Notice, 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 subject to U.S. income tax, then this Option shall be a NQSO. 
 2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. This Option will become vested during its term as to portions of the Shares in accordance
with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares will not be exercisable on or after Participant’s Termination Date. 

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 4.6 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 C, 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 U.S. Federal and state securities laws and any applicable foreign securities and exchange control laws, in each case as they are in effect on the date of exercise as determined by the Company. 

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being
purchased in cash (or cash equivalent acceptable to the Company), or where permitted by law: 
 (a) by surrender of shares of the
Company’s Common Stock that (i) either (A) have been owned by the Participant for more than six (6) months and have been paid for 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; and (ii) are clear of all liens, claims, encumbrances or security interests, provided, however,
that if Participant resides outside the United States, the use of this method of payment shall be subject to the approval of the Committee; 








 (b) 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 

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

(d) by any combination of the foregoing. 

4.4 Tax Withholding. 

(a) Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the
“Employer”), 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 Employer. Participant further acknowledges that the Company
and/or the Employer (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
acquisition of Shares pursuant to such exercise, the subsequent sale of Shares acquired pursuant to such exercise 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 between the Date of Grant and
the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. 
 (b) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the following: 
 (i) withholding from Participant’s wages or other cash
compensation paid to Participant by the Company and/or the Employer; and/or 
 (ii) withholding from proceeds of the sale of Shares acquired
at exercise of this 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). 

Alternatively, if the Committee permits, Participant may satisfy the obligations with regard to Tax-Related Items by requesting that the
Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of Tax-Related Items 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. The Committee is under no obligation to permit Participant to
satisfy the obligations with regard to Tax-Related Items by this method, even if the Committee permits such for other participants in the Plan. In the event the Committee permits this withholding method to be used to satisfy the obligations
with regard to Tax-Related Items, the Company shall issue the net number of Shares to Participant by deducting the Shares retained from the Shares issuable upon exercise and, for tax purposes, Participant will be deemed to have been issued the full
number of Shares subject to the exercised portion of the Option, notwithstanding that a number of Shares are retained by the Company for the purpose of paying the Tax-Related Items. 

Depending on the withholding method, the Company 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 which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.

(c) Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer 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 to issue or deliver the Shares or the proceeds of the sale of Shares, if
Participant fails to comply with his or her obligations in connection with the Tax-Related Items. 
 (d) Set forth in
Exhibit B is a brief summary, as of the Effective Date of the Plan, of some of the U.S. Federal and California tax consequences of exercise of the Option and disposition of the Shares. 

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to
counsel for the Company and any obligations with respect to Tax-Related Items have been satisfied or otherwise arranged with 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. 
 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 U.S. Federal and state securities laws, all applicable foreign 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, any foreign governmental agency or any stock
exchange to effect such compliance. 








 7. 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 amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan; 
 (b) the grant of the Option is voluntary and
occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; 

(c) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company; 

(d) Participant is voluntarily participating in the Plan; 

(e) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; 

(f) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for
purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; 

(g) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; 

(h) if the underlying Shares do not increase in value, the Option will have no value; 

(i) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the
Exercise Price; 
 (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the
termination of Participant’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of
Participant’s employment agreement, if any) and, in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its
Subsidiaries or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of
competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; 

(k) for purposes of the Option, Participant’s employment or service relationship will be considered terminated as of the date Participant
is no longer actively providing services to the Company or a Subsidiary (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
the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of
such date and will not be extended by any notice period (e.g., Participant’s period 








 
of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is
employed or the terms of Participant’s employment agreement, if any); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s employment or service relationship will commence on
the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment agreement, if any; 

(l) 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 shares of the Company; and

 (m) the following provisions apply only if Participant is providing services outside the United States: 

(i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and 

(ii) neither the Company, the Employer nor any Subsidiary 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 any Shares acquired upon exercise. 

8. NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan. 
 9. LANGUAGE. 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. 
 10.
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. 
 11. 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), 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. 








 12. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have
any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant. 
 13. EXHIBIT
A. The Option shall be subject to any special terms and conditions set forth in Exhibit A to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in Exhibit A, 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. Exhibit A constitutes
part of this Agreement. 
 14. 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 any 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. 
 15. GENERAL
PROVISIONS 
 15.1 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. 

15.2 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. 

16. NOTICES. Any and all notices required or permitted to be given to a party pursuant to the provisions of
this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this 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. Any notice for delivery outside the United
States will be sent by facsimile or by express courier. Any notice 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 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. 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. 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. 

18. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, 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 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. 

19. 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. 
 20. 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. 

21. 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. 
 22.
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. 

23. 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 in the Plan. 








 EXHIBIT A TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

PROVISIONS FOR NON-U.S. PARTICIPANTS 

Terms and Conditions 
 This Exhibit A includes
additional terms and conditions that govern the Option granted to Participant by Bloom Energy Corporation (the “Company”) under the Company’s 2012 Equity Incentive Plan (the “Plan”) if he or she is in one of
the countries listed below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan or the Agreement to which this Exhibit A is attached, as applicable. 

Notifications 
 This Exhibit A may also include
information regarding exchange controls and certain other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the
respective countries as of May 2012. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this Exhibit A 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 sells Shares acquired under the Plan. 

In addition, the information contained herein 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 a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to Participant’s situation. 

Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, or is considered a resident of
another country for local law purposes, or if Participant transfers employment and/or residency to another country after the Option has been granted, the terms and conditions and the notifications contained herein may not be applicable in the same
manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to Participant in such circumstances. 








 GENERAL 

Terms and Conditions 
 This provision applies to
Participants in any non-U.S. jurisdiction: 
 Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of
implementing, administering and managing Participant’s participation in the Plan. 
 Participant understands that the Company and the
Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for
the exclusive purpose of implementing, administering and managing the Plan. 
 Participant understands that Data may be transferred a stock
plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the
United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United
States, he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. Participant authorizes the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and
managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or
she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or
her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his
or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Options or other
equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the
consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 








 BRAZIL 

Notifications 
 Compliance with
Law. By accepting the Option, Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the Option and any Shares acquired under the Plan. 

Exchange Control Information. If Participant is resident or domiciled in Brazil, he or she will be required to submit annually a
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under
the Plan. 








 CHINA 

Terms and Conditions 
 Termination Because of
Death or Disability. This provision replaces Section 3.2 of the Agreement and applies only to Participants who are nationals of the People’s Republic of China (“PRC”): 

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 six (6) months after the Termination Date or such longer period (up to twelve (12) months) as may be permitted by the PRC State Administration of Foreign Exchange and the Company, but in any event no later than the Expiration Date. 

Limitations on Exercise. This provision supplements Section 4.2 of the Agreement and applies only to Participants who are PRC nationals:

 Further, this Option may not be exercised until such time as (a) the Common Stock is publicly traded on an established stock exchange or recognized
market system and (b) the Company (or a Subsidiary) has received all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the Plan and the issuance of Shares under the Plan in China, as determined by
the Company in its sole discretion. 
 Payment. This provision replaces Section 4.3 of the Agreement: 

The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased. To facilitate compliance with exchange
control laws in China, payment of the Exercise Price may only be paid (a) 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 all of the Shares so purchased 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 (b) 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; in each case, the remaining sale proceeds, less any brokerage fees or commissions, shall be remitted to Participant in accordance with any applicable exchange control laws and regulations. The
Company reserves the right to provide Participant with additional methods of payment, to the extent permitted under the Plan, depending on the development of exchange control and other laws in the PRC and/or any applicable regulatory requirements.

 Exchange Control Restrictions. This provision applies only to Participants who are PRC nationals: 

Participant understands and agrees that, due to exchange control laws in China, he or she will be required to immediately repatriate to China any proceeds
received in connection with the exercise of the Option and the immediate sale of Shares described above. Participant further understands that the repatriation of the proceeds may need to be effectuated through a special foreign exchange account
established by the Company or a Subsidiary, and Participant hereby agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to Participant. Participant also
understands that the Company will deliver the proceeds to him or her as soon as 








 
practicable after the exercise and sale of Shares, but there may be delays in distributing the funds to Participant due to exchange control requirements in China. Further, the proceeds may be
paid to Participant in U.S. dollars or in local currency at the Company’s discretion and the proceeds may be paid to Participant in installments, one or some of which may be contingent upon Participant’s payment to Participant’s
employer of the amount of any Tax-Related Items. If the proceeds are paid to Participant in U.S. dollars, Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the
proceeds are paid to Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control
restrictions. Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the sale proceeds are distributed through any special foreign exchange account. Participant further agrees to comply with any
other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China. 








 GERMANY 

Notifications 
 Exchange Control
Notification. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank on a monthly basis. Participant will be responsible for obtaining the appropriate form from the bank and complying with the
applicable reporting obligations. 








 INDIA 

Terms and Conditions 

Payment. This provision supplements Section 4.3 of the Agreement: 

Please note that, due to exchange control restrictions in India, if Participant pays the Exercise Price as described in Section 4.3(b), all
of the Shares being purchased must be sold, i.e., Participant may not sell only a portion of the Shares being purchased at the time of exercise. The Company reserves the right to provide Participant with this method of payment
depending on the development of exchange control laws in India and/or any applicable regulatory requirements. 
 Notifications 

Exchange Control Notification. Participant must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of
Shares, cash dividends) to India within 90 days of receipt. Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where he or she
deposits the foreign currency. Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. 








 MEXICO 

Terms and Conditions 
 Acknowledgement of the
Agreement. By accepting the Option, Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Exhibit A, which he or she has reviewed. Participant further acknowledges that he or she accepts
all the provisions of the Plan and the Agreement, including this Exhibit A. Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in the “Nature of Grant” section
found in the Agreement, which clearly provide as follows: 
  

	 	(1)	Participant’s participation in the Plan does not constitute an acquired right; 

  

	 	(2)	The Plan and Participant’s participation in it are offered by the Company on a wholly discretionary basis; 

  

	 	(3)	Participant’s participation in the Plan is voluntary; and 

  

	 	(4)	The Company and its Subsidiaries are not responsible for any decrease in the value of any Shares acquired at exercise of the Option. 


Labor Law Acknowledgement and Policy Statement. By accepting the Option, Participant acknowledges that the Company, with registered
offices at 1299 Orleans Drive, Sunnyvale, California 94089, United States of America, is solely responsible for the administration of the Plan. Participant further acknowledges that his or her participation in the Plan, the grant of the Option
and any acquisition of Shares under the Plan do not constitute an employment relationship between Participant and the Company because Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, Participant
expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between Participant and the Employer, do not form part of the employment conditions and/or benefits provided
by the Employer, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment. 

Participant further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company; therefore,
the Company reserves the absolute right to amend and/or discontinue Participant’s participation in the Plan at any time, without any liability to Participant. 

Finally, Participant hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, shareholders,
officers, agents and legal representatives, with respect to any claim that may arise. 
 Spanish Translation 

Reconocimiento del Contrato. Al aceptar la Opción, la persona a quien se otorga dicha Opción
reconoce que ha recibido una copia del Plan y del Contrato, incluyendo este Anexo A, mismos que ha revisado. La persona a quien se otorga la Opción reconoce, además, que acepta todas las disposiciones del Plan y del Contrato,
incluyendo este Anexo A. La persona a quien se otorga la Opción también reconoce que ha leído y aprueba de forma expresa los términos y condiciones establecidos en la sección del Contrato intitulada
“Naturaleza del Otorgamiento” que claramente dispone lo siguiente: 
  

	 	(1)	La participación de la persona a quien se otorga la Opción en el Plan no constituye un derecho adquirido; 










	 	(2)	El Plan y la participación de la persona a quien se otorga la Opción en el Plan se ofrecen por la Compañía de forma totalmente discrecional; 


 

	 	(3)	La participación de la persona a quien se otorga la Opción en el Plan es voluntaria; y 

  

	 	(4)	La Compañía, sus Subsidiarias no son responsables por cualquier disminución en el valor de las Acciones adquiridas al momento de ejercer la Opción. 


Reconocimiento de Ley Laboral y Declaración de la
Política. Al aceptar la Opción, la persona a quien se otorga la Opción reconoce que la Compañía, con oficinas registradas en 1299 Orleans
Drive, Sunnyvale, California 94089, Estados Unidos de América, es la única responsable de la administración del Plan. Además, la persona a quien se otorga la Opción reconoce que su participación en el Plan,
la concesión de la Opción y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación de trabajo entre la persona a quien se otorga la Opción y la Compañía ya que la
persona a quien se otorga la Opción está participando en el Plan sobre una base totalmente comercial. Derivado de lo anterior, la persona a quien se otorga la Opción expresamente reconoce que el Plan y los beneficios que pueden
derivarle de la participación en el Plan no establecen ningún derecho entre la persona a quien se otorga la Opción y el Patrón y que no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por el
Patrón, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o deterioro de los términos y condiciones de trabajo de la persona a quien se otorga la Opción. 

Además, la persona a quien se otorga la Opción entiende que su participación en el Plan es resultado de una decisión unilateral
y discrecional de la Compañía, por lo tanto la Compañía se reserva el derecho absoluto de modificar el Plan y/o discontinuar la participación de la persona a quien se otorga la Opción en el Plan en cualquier
momento, sin responsabilidad alguna para con la persona a quien se otorga la Opción. 
 Finalmente, la persona a quien se otorga la
Opción declara que no se reserva acción o derecho alguno para presentar una reclamación o demanda en contra de la Compañía por cualquier compensación o daño o perjuicio en relación con
cualquier disposición del Plan o los beneficios derivados del Plan y, por lo tanto, la persona a quien se otorga la Opción otorga un amplio y total finiquito a la Compañía, sus Subsidiarias, sucursales, oficinas de
representación, accionistas, directores, funcionarios, agentes y representantes con respecto a cualquier reclamación o demanda que pudiera surgir. 








 TAIWAN 

Notifications 
 Exchange Control
Information. Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single
transaction, Participant must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, Participant must also provide supporting documentation to the satisfaction of the remitting bank.









 UNITED KINGDOM 

Terms and Conditions 
 Tax
Withholding. This provision supplements Section 4.4 of the Agreement: 
 To the extent the Employer is required to withhold any income tax due
in connection with the Option, if payment or withholding of the income tax is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings
and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that the loan will bear interest
at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means
referred to in Section 4.4 of the Agreement. 
 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), he or she shall not be eligible for such a loan from the Company and, in this case, the amount of any uncollected income tax will constitute a benefit to Participant on which additional income tax and
national insurance contributions (“NICs”) will be payable and Participant is responsible for reporting and paying any such income tax and NICs directly to HMRC under the self-assessment regime. 

NIC Joint Election. As a condition of participation in the Plan, Participant agrees to accept any liability for secondary Class 1
National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Option and any event giving rise to Tax-Related Items (“Employer NICs”). Without prejudice to the foregoing,
Participant agrees to execute a joint election with the Company and/or the Employer, the form of such joint election being formally approved by HMRC (the “NIC Joint Election”), and any other required consent or elections,
upon request of the Company and/or the Employer. Participant further agrees to execute such other joint elections as may be required between Participant and any successor to the Company and/or the Employer. Participant further agrees that the
Company and/or the Employer may collect any Employer NICs from Participant by any of the means set forth in Section 4.4 of the Agreement. 
 If, after
request of the Company and/or the Employer, Participant does not enter into the NIC Joint Election and the Company has determined that the Shares subject to the Option are or may be considered “readily-convertible assets” for U.K. tax
purposes, Participant will not be entitled to exercise the Option or receive any benefits in connection with the Option unless and until the Participant enters into the NIC Joint Election. In this case, no Shares will be issued under the Plan or
benefits received in connection with the Option unless and until Participant enters into the NIC Joint Election, without any liability to the Company and/or the Employer. 

Section 431 Joint Election. As a further condition of participation in the Plan and the acquisition of Shares or other securities pursuant to or
in connection with the Option, Participant agrees to enter into a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Section 431 Joint Election”) attached to this
Exhibit A. The effect of the Section 431 Joint Election is that the Shares acquired at exercise of the Option will not be treated as “restricted securities” for U.K. tax purposes. 

If Participant does not enter into the Section 431 Joint Election prior to or concurrent with the Participant delivering the Exercise Agreement to the
Company, as described in Section 4.1 of the Agreement, Participant will not be entitled to exercise the Option unless and until Participant enters into the Section 








 
431 Joint Election and no Shares will be issued under the Plan, without any liability to the Company and/or the Employer. If Participant does not enter into the Section 431 Joint Election
prior to or concurrent with the acquisition of any other securities in connection with the Option, Participant will not be entitled to acquire such securities unless and until Participant enters into the Section 431 Joint Election, without any
liability to the Company and/or the Employer. 








 BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 
 Joint
Election under s431 ITEPA 2003 for full or partial 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’s national insurance number]
		
	and	 	
		
	the U.K. Company	 	[insert name of U.K. employer]
	(who is the Employee’s employer)	 	
		
	of U.K. Company Registration Number	 	[insert Company number of U.K. employer]

  

	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 relevant income tax and national insurance contribution (“NIC”) purposes, 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. 

 

Should the value of the securities fall following the acquisition, it is possible that income tax/NIC that
would have arisen because of any future chargeable event (in the absence of an election) would have been less than the income tax/NIC due by reason of this election. Should this be the case, there is no income tax/NIC 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 of shares subject to option]

		
	 Description of securities
	  	 shares of common stock

		
	 Name of issuer of securities
	  	 Bloom Energy Corporation.


 to be acquired by the Employee after [insert date] under the terms of the Bloom Energy Corporation 2012 Equity
Incentive Plan. 
  

	4.	Extent of Application 

 This election disapplies 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
	    	 Date
	  	
	 (for and on behalf of the U.K. Company)
	    		  	
			
	  
	    		  	
	 Position in U.K. Company
	    		  	









 EXHIBIT B TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

TAX CONSEQUENCES FOR U.S. TAXPAYERS 
 Set
forth below is a brief summary, as of the Effective Date of the Plan, of some of the U.S. Federal and California tax consequences of exercise of this 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 ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 
  

	1.	Exercise of ISO. If the Option qualifies as an ISO, there will be no regular U.S. 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. 

  

	2.	Exercise of Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular U.S. 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. 

  

	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 U.S. 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. 

(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. 
 THE ABOVE SUMMARY DOES NOT
ADDRESS THE TAX CONSEQUENCES OF THE OPTION IF THE PARTICIPANT IS SUBJECT TO TAX IN A DIFFERENT STATE OR IN A DIFFERENT COUNTRY OR COUNTRIES OUTSIDE OF THE UNITED STATES, AND ANY SUCH PARTICIPANT SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR BEFORE
ACCEPTING THE OPTION OR OTHERWISE PARTICIPATING IN THE PLAN. 








 EXHIBIT C TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

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 Bloom Energy Corporation, 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 2012 Equity Incentive Plan (the
“Plan”). 
  

			
	Purchaser:	 	  

		
		 	  

		
	Social Security Number	 	  

	or Global Employee ID #	 	
	for Non-U.S. Purchaser:	 	
		
	Total Number of Shares:	 	  

		
	Exercise Price Per Share:	 	  

		
	Date of Grant:	 	  

		
	Vesting Commencement Date:	 	  

		
	Expiration Date:	 	  

		 	(Unless earlier terminated under Section 4.6 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
evidenced by a Stock Option Agreement (the “Stock Option Agreement”) 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, (the “Common Stock”), 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 









 1.2 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 (or cash equivalent acceptable to the Company) 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; 


 

	☐	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. 

 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 of a “check” 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 to secure payment of Purchaser’s obligation to the Company until expiration or termination of the Company’s Right of
First Refusal described in Sections 8, 9 and 10. 
 3. Representations and Warranties of
Purchaser. Purchaser represents and warrants to the Company as follows. 
 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. 

  
 2 









 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. 

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 

  
 3 









 
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 six (6) months, and in certain cases one (1) year, 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. 
 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 under the Securities Act or other public offering that, upon the request of the Company or the underwriters managing any registered public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any
Shares without the prior written consent of the 

  
 4 









 
Company or such managing underwriters, as the case may be, for a 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 managing underwriters may specify for employee-stockholders generally. For purposes of this Section 7, the term “Company” shall include any wholly-owned subsidiary
of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose
stop transfer instructions with respect to the Shares until the end of such period. Transferee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.  

8. Company’s Right of First Refusal. 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), 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 check 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 

  
 5 









 
is consummated within ninety (90) 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 ninety (90) 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 Securities 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) (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 Exchange Act. 
 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
Exercise Agreement 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 Stockholder. Subject to the terms and conditions of this Exercise Agreement, Purchaser will
have all of the rights of a stockholder of the Company with respect to the 

  
 6 









 
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 the issuance of the stock certificate(s) evidencing the Shares, that the Company shall deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the transferee,
certificate number, 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. 

  
 7 









 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. IN ADDITION, THIS SUMMARY DOES NOT ADDRESS THE TAX CONSEQUENCES OF THE EXERCISE OF THE OPTION IF THE PURCHASER IS SUBJECT TO TAX IN A DIFFERENT STATE OR IN A DIFFERENT COUNTRY OR COUNTRIES
OUTSIDE OF THE UNITED STATES, AND ANY SUCH PURCHASER SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR BEFORE EXERCISING THE OPTION. 

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. 

  
 8 









 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 U.S. 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 U.S. Federal and state laws and regulations,
all applicable foreign 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 and Venue. This Exercise Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, 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 Exercise Notice, 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. If any provision of this Exercise Notice is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will
remain fully effective and enforceable. 
 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 

  
 9 









 
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: [●]”. 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 and Electronic 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. Additionally, this Agreement may be executed and delivered electronically whether via the Company’s
intranet or the Internet site of a third party or via email or such other means of electronic delivery specified by the Company. 

  
 10 









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

					
	BLOOM ENERGY CORPORATION	  		 	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


  
 11 









 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 of Bloom Energy Corporation, 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 and to exercise its “Right of First Refusal” set forth in the 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 C TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

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 Bloom Energy Corporation, 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 2012 Equity Incentive Plan (the
“Plan”). 
  

			
	 Purchaser:
	  	  

		
		  	  

		
	 Social Security Number
	  	  

	 or Global Employee ID #
	  	
	 for Non-U.S. Purchaser:
	  	
		
	 Total Number of Shares:
	  	  

		
	 Exercise Price Per Share:
	  	  

		
	 Date of Grant:
	  	  

		
	 Vesting Commencement

Date:
	  	  

		
	 Expiration Date:
	  	  

		  	 (Unless earlier terminated under Section 4.6 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
evidenced by a Stock Option Agreement (the “Stock Option Agreement”) 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, (the “Common Stock”), 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 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 (or cash equivalent acceptable to the Company) 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; 

  

	☐	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. 

 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 of a “check” 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 to secure payment of Purchaser’s obligation to the Company until expiration or termination of the Company’s Right of First Refusal described in
Sections 8, 9 and 10. 
 3. Representations and Warranties of Purchaser. Purchaser represents and warrants
to the Company as follows. 
 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. 

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 six (6) months, and in certain cases one (1)
year, 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. 

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 under the Securities Act or other public offering that, upon the request of the Company or the underwriters managing any registered 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 managing underwriters, as the case may be, for a 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 managing underwriters may specify for employee-stockholders generally. For purposes of this Section 7, the term “Company” shall include any wholly-owned subsidiary
of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this Section and to impose
stop transfer instructions with respect to the Shares until the end of such period. Transferee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.  

8. Company’s Right of First Refusal. 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), 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 check 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 ninety (90) 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 ninety (90) 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 Securities 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) (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 Exchange Act. 

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 Exercise Agreement 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 Stockholder. Subject to the terms and conditions
of this Exercise Agreement, Purchaser will have all of the rights of a stockholder 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 the issuance of the stock certificate(s) evidencing the Shares, that the Company shall deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser’s spouse, if any (with the
transferee, certificate number, 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. IN ADDITION, THIS SUMMARY DOES NOT ADDRESS THE TAX CONSEQUENCES OF THE EXERCISE OF THE OPTION IF THE PURCHASER IS SUBJECT TO TAX IN A DIFFERENT STATE OR IN A DIFFERENT COUNTRY OR COUNTRIES
OUTSIDE OF THE UNITED STATES, AND ANY SUCH PURCHASER SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR BEFORE EXERCISING THE OPTION. 

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 U.S. 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 U.S. Federal and state laws and regulations, all
applicable foreign 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 and Venue. This Exercise Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, 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 Exercise Notice, 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. If any provision of this Exercise Notice is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will
remain fully effective and enforceable. 
 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: [●]”. 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 and Electronic 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. Additionally, this Agreement may be executed and delivered electronically whether via the Company’s
intranet or the Internet site of a third party or via email or such other means of electronic delivery specified by the Company. 








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

											
	BLOOM ENERGY CORPORATION	  		  		  	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









 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 of Bloom Energy Corporation, 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 and to exercise its “Right of First Refusal” set forth in the 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 








 BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

You (the “Participant”) have been granted an option (the “Option”) to purchase shares of
Common Stock (the “Shares”) of Bloom Energy Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2012 Equity Incentive Plan, as amended from time to time (the
“Plan”) on the terms, and subject to the conditions, described below. 
  

					
	Participant:	  	  
	  	
			
	Number of Shares:	  	  
	  	
			
	Exercise Price Per Share:	  	US$                                     
                          	  	
			
	Date of Grant:	  	  
	  	
			
	Vesting Commencement Date:	  	  
	  	
		
	Expiration Date:	  	The date ten (10) years after the Date of Grant, with earlier expiration in the event of termination of service as provided in Section 3 of the Stock Option Agreement.
		
	Tax Status of Option:	  	☐ Incentive Stock Option              ☐ Nonqualified Stock Option
	(Check One)	  		  	

 Vesting Schedule: Provided Participant continues to provide services to the Company or any
Subsidiary or Parent of the Company, the Option will become vested as to portions of the Shares as follows: (a) the Option will not be vested with respect to any of the Shares prior to the first anniversary of the Vesting Commencement
Date; (b) the Option will become vested as to 20% of the Shares on the first anniversary of the Vesting Commencement Date; and (c) the Option will become vested and exercisable as to
1/60th of the Shares monthly thereafter until 100% of the Shares are vested. 
 Exercise
Schedule: ☐ Same as Vesting Schedule 
 Additional Terms: ☐ If this boxed is checked, the additional terms and conditions set
forth on Attachment 1 hereto (which must be executed by the Company and the Participant) are applicable and are incorporated herein by reference. (No document need be attached as Attachment 1 if the box is not checked.) 

General: By their signatures below, Participant and the Company agree that the Option is granted under and governed by this
Notice and by the provisions of the Plan and the Stock Option Agreement attached hereto as Exhibit I. The Plan and the Stock Option Agreement are incorporated herein by reference. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Plan or in the Stock Option Agreement, as applicable. Participant acknowledges receipt of a copy of the Plan and the Stock Option Agreement, represents that Participant has carefully read and is
familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. 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. 








 This Notice 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. Additionally, this Notice may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party
or via email or such other means of electronic delivery specified by the Company. 
 By Participant’s acceptance hereof (whether written, electronic or
otherwise), Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, Participant accepts the electronic delivery of any documents the Company, or any third party involved in administering the
Plan which the Company may designate, may deliver in connection with this grant (including the Plan, the Notice of Grant, this Stock Option Agreement, the 701 Disclosures, account statements, or other communications or information) whether via the
Company’s intranet or the Internet site of such third party or via email or such other means of electronic delivery specified by the Company. 

Furthermore, by Participant’s acceptance hereof (whether written, elective or otherwise), Participant 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. 
  

					
	Bloom Energy Corporation	  		 	Participant
			
	Signature:                                    
                                  	  		 	Signature:                                    
                                     
			
	Typed Name:
                                         
                       	  		 	
			
	Title:
                                         
                                    	  		 	
	
	ATTACHMENT: Exhibit I – Stock Option Agreement









 EXHIBIT I 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant (the “Date
of Grant”) set forth on the notice of stock option grant attached as the facing page hereto (the “Grant Notice”) by and between Bloom Energy Corporation, a Delaware corporation (the
“Company”), and the participant named on the Grant Notice (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2012 Equity Incentive
Plan, as amended from time to time (the “Plan”), or in the Grant Notice, as applicable. 
 1.
GRANT OF OPTION. The Company hereby grants to Participant an option (this “Option”) to purchase the total number of shares of Common Stock of the Company (the “Common Stock”) set forth in
the Grant Notice as Number of Shares (the “Shares”) at the Exercise Price Per Share set forth in the Grant Notice (the “Exercise Price”), subject to all of the terms and conditions of this Agreement
(including the country-specific terms and conditions for non-U.S. Participants set forth in Exhibit A) and the Plan. If designated as an Incentive Stock Option in the Grant Notice, 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 subject to U.S. income tax, then this Option shall be a NQSO. 
 2. EXERCISE PERIOD. 

2.1 Exercise Period of Option. This Option will become vested during its term as to portions of the Shares in accordance
with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares will not be exercisable on or after Participant’s Termination Date. 

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 4.6 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 C, 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 U.S. Federal and state securities laws and any applicable foreign securities and exchange control laws, in each case as they are in effect on the date of exercise as determined by the Company. 

4.3 Payment. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being
purchased in cash (or cash equivalent acceptable to the Company), or where permitted by law: 
 (a) by surrender of shares of the
Company’s Common Stock that (i) either (A) have been owned by the Participant for more than six (6) months and have been paid for 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; and (ii) are clear of all liens, claims, encumbrances or security interests, provided, however,
that if Participant resides outside the United States, the use of this method of payment shall be subject to the approval of the Committee; 








 (b) 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 

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

(d) by any combination of the foregoing. 

4.4 Tax Withholding. 

(a) Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the
“Employer”), 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 Employer. Participant further acknowledges that the Company
and/or the Employer (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
acquisition of Shares pursuant to such exercise, the subsequent sale of Shares acquired pursuant to such exercise 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 between the Date of Grant and
the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. 
 (b) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the following: 
 (i) withholding from Participant’s wages or other cash
compensation paid to Participant by the Company and/or the Employer; and/or 
 (ii) withholding from proceeds of the sale of Shares acquired
at exercise of this 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). 

Alternatively, if the Committee permits, Participant may satisfy the obligations with regard to Tax-Related Items by requesting that the
Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of Tax-Related Items 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. The Committee is under no obligation to permit Participant to
satisfy the obligations with regard to Tax-Related Items by this method, even if the Committee permits such for other participants in the Plan. In the event the Committee permits this withholding method to be used to satisfy the obligations
with regard to Tax-Related Items, the Company shall issue the net number of Shares to Participant by deducting the Shares retained from the Shares issuable upon exercise and, for tax purposes, Participant will be deemed to have been issued the full
number of Shares subject to the exercised portion of the Option, notwithstanding that a number of Shares are retained by the Company for the purpose of paying the Tax-Related Items. 

Depending on the withholding method, the Company 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 which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.

(c) Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer 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 to issue or deliver the Shares or the proceeds of the sale of Shares, if
Participant fails to comply with his or her obligations in connection with the Tax-Related Items. 
 (d) Set forth in
Exhibit B is a brief summary, as of the Effective Date of the Plan, of some of the U.S. Federal and California tax consequences of exercise of the Option and disposition of the Shares. 

4.5 Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to
counsel for the Company and any obligations with respect to Tax-Related Items have been satisfied or otherwise arranged with 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. 
 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 U.S. Federal and state securities laws, all applicable foreign 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, any foreign governmental agency or any stock
exchange to effect such compliance. 








 7. 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 amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan; 
 (b) the grant of the Option is voluntary and
occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; 

(c) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company; 

(d) Participant is voluntarily participating in the Plan; 

(e) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; 

(f) the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for
purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; 

(g) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; 

(h) if the underlying Shares do not increase in value, the Option will have no value; 

(i) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the
Exercise Price; 
 (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the
termination of Participant’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of
Participant’s employment agreement, if any) and, in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its
Subsidiaries or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of
competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; 

(k) for purposes of the Option, Participant’s employment or service relationship will be considered terminated as of the date Participant
is no longer actively providing services to the Company or a Subsidiary (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
the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of
such date and will not be extended by any notice period (e.g., Participant’s period 








 
of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is
employed or the terms of Participant’s employment agreement, if any); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s employment or service relationship will commence on
the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment agreement, if any; 

(l) 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 shares of the Company; and

 (m) the following provisions apply only if Participant is providing services outside the United States: 

(i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and 

(ii) neither the Company, the Employer nor any Subsidiary 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 any Shares acquired upon exercise. 

8. NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan. 
 9. LANGUAGE. 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. 
 10.
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. 
 11. 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), 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. 








 12. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have
any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant. 
 13. EXHIBIT
A. The Option shall be subject to any special terms and conditions set forth in Exhibit A to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in Exhibit A, 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. Exhibit A constitutes
part of this Agreement. 
 14. 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 any 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. 
 15. GENERAL
PROVISIONS 
 15.1 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. 

15.2 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. 

16. NOTICES. Any and all notices required or permitted to be given to a party pursuant to the provisions of
this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this 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. Any notice for delivery outside the United
States will be sent by facsimile or by express courier. Any notice 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 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. 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. 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. 

18. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, 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 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. 

19. 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. 
 20. 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. 

21. 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. 
 22.
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. 

23. 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 in the Plan. 








 EXHIBIT A TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

PROVISIONS FOR NON-U.S. PARTICIPANTS 

Terms and Conditions 
 This Exhibit A includes
additional terms and conditions that govern the Option granted to Participant by Bloom Energy Corporation (the “Company”) under the Company’s 2012 Equity Incentive Plan (the “Plan”) if he or she is in one of
the countries listed below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan or the Agreement to which this Exhibit A is attached, as applicable. 

Notifications 
 This Exhibit A may also include
information regarding exchange controls and certain other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the
respective countries as of May 2012. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this Exhibit A 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 sells Shares acquired under the Plan. 

In addition, the information contained herein 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 a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to Participant’s situation. 

Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, or is considered a resident of
another country for local law purposes, or if Participant transfers employment and/or residency to another country after the Option has been granted, the terms and conditions and the notifications contained herein may not be applicable in the same
manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to Participant in such circumstances. 








 GENERAL 

Terms and Conditions 
 This provision applies to
Participants in any non-U.S. jurisdiction: 
 Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of
implementing, administering and managing Participant’s participation in the Plan. 
 Participant understands that the Company and the
Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for
the exclusive purpose of implementing, administering and managing the Plan. 
 Participant understands that Data may be transferred a stock
plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the
United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United
States, he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. Participant authorizes the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and
managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or
she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or
her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his
or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Options or other
equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the
consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 








 BRAZIL 

Notifications 
 Compliance with
Law. By accepting the Option, Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the Option and any Shares acquired under the Plan. 

Exchange Control Information. If Participant is resident or domiciled in Brazil, he or she will be required to submit annually a
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under
the Plan. 








 CHINA 

Terms and Conditions 
 Termination Because of
Death or Disability. This provision replaces Section 3.2 of the Agreement and applies only to Participants who are nationals of the People’s Republic of China (“PRC”): 

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 six (6) months after the Termination Date or such longer period (up to twelve (12) months) as may be permitted by the PRC State Administration of Foreign Exchange and the Company, but in any event no later than the Expiration Date. 

Limitations on Exercise. This provision supplements Section 4.2 of the Agreement and applies only to Participants who are PRC nationals:

 Further, this Option may not be exercised until such time as (a) the Common Stock is publicly traded on an established stock exchange or recognized
market system and (b) the Company (or a Subsidiary) has received all necessary approvals from the PRC State Administration of Foreign Exchange to permit the operation of the Plan and the issuance of Shares under the Plan in China, as determined by
the Company in its sole discretion. 
 Payment. This provision replaces Section 4.3 of the Agreement: 

The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased. To facilitate compliance with exchange
control laws in China, payment of the Exercise Price may only be paid (a) 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 all of the Shares so purchased 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 (b) 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; in each case, the remaining sale proceeds, less any brokerage fees or commissions, shall be remitted to Participant in accordance with any applicable exchange control laws and regulations. The
Company reserves the right to provide Participant with additional methods of payment, to the extent permitted under the Plan, depending on the development of exchange control and other laws in the PRC and/or any applicable regulatory requirements.

 Exchange Control Restrictions. This provision applies only to Participants who are PRC nationals: 

Participant understands and agrees that, due to exchange control laws in China, he or she will be required to immediately repatriate to China any proceeds
received in connection with the exercise of the Option and the immediate sale of Shares described above. Participant further understands that the repatriation of the proceeds may need to be effectuated through a special foreign exchange account
established by the Company or a Subsidiary, and Participant hereby agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to Participant. Participant also
understands that the Company will deliver the proceeds to him or her as soon as 








 
practicable after the exercise and sale of Shares, but there may be delays in distributing the funds to Participant due to exchange control requirements in China. Further, the proceeds may be
paid to Participant in U.S. dollars or in local currency at the Company’s discretion and the proceeds may be paid to Participant in installments, one or some of which may be contingent upon Participant’s payment to Participant’s
employer of the amount of any Tax-Related Items. If the proceeds are paid to Participant in U.S. dollars, Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the
proceeds are paid to Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control
restrictions. Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the sale proceeds are distributed through any special foreign exchange account. Participant further agrees to comply with any
other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China. 








 GERMANY 

Notifications 
 Exchange Control
Notification. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank on a monthly basis. Participant will be responsible for obtaining the appropriate form from the bank and complying with the
applicable reporting obligations. 








 INDIA 

Terms and Conditions 

Payment. This provision supplements Section 4.3 of the Agreement: 

Please note that, due to exchange control restrictions in India, if Participant pays the Exercise Price as described in Section 4.3(b), all
of the Shares being purchased must be sold, i.e., Participant may not sell only a portion of the Shares being purchased at the time of exercise. The Company reserves the right to provide Participant with this method of payment
depending on the development of exchange control laws in India and/or any applicable regulatory requirements. 
 Notifications 

Exchange Control Notification. Participant must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of
Shares, cash dividends) to India within 90 days of receipt. Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where he or she
deposits the foreign currency. Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. 








 MEXICO 

Terms and Conditions 
 Acknowledgement of the
Agreement. By accepting the Option, Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Exhibit A, which he or she has reviewed. Participant further acknowledges that he or she accepts
all the provisions of the Plan and the Agreement, including this Exhibit A. Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in the “Nature of Grant” section
found in the Agreement, which clearly provide as follows: 
  

	 	(1)	Participant’s participation in the Plan does not constitute an acquired right; 

  

	 	(2)	The Plan and Participant’s participation in it are offered by the Company on a wholly discretionary basis; 

  

	 	(3)	Participant’s participation in the Plan is voluntary; and 

  

	 	(4)	The Company and its Subsidiaries are not responsible for any decrease in the value of any Shares acquired at exercise of the Option. 


Labor Law Acknowledgement and Policy Statement. By accepting the Option, Participant acknowledges that the Company, with registered
offices at 1299 Orleans Drive, Sunnyvale, California 94089, United States of America, is solely responsible for the administration of the Plan. Participant further acknowledges that his or her participation in the Plan, the grant of the Option
and any acquisition of Shares under the Plan do not constitute an employment relationship between Participant and the Company because Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, Participant
expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between Participant and the Employer, do not form part of the employment conditions and/or benefits provided
by the Employer, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment. 

Participant further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company; therefore,
the Company reserves the absolute right to amend and/or discontinue Participant’s participation in the Plan at any time, without any liability to Participant. 

Finally, Participant hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, shareholders,
officers, agents and legal representatives, with respect to any claim that may arise. 
 Spanish Translation 

Reconocimiento del Contrato. Al aceptar la Opción, la persona a quien se otorga dicha Opción
reconoce que ha recibido una copia del Plan y del Contrato, incluyendo este Anexo A, mismos que ha revisado. La persona a quien se otorga la Opción reconoce, además, que acepta todas las disposiciones del Plan y del Contrato,
incluyendo este Anexo A. La persona a quien se otorga la Opción también reconoce que ha leído y aprueba de forma expresa los términos y condiciones establecidos en la sección del Contrato intitulada
“Naturaleza del Otorgamiento” que claramente dispone lo siguiente: 









	 	(1)	La participación de la persona a quien se otorga la Opción en el Plan no constituye un derecho adquirido; 

  

	 	(2)	El Plan y la participación de la persona a quien se otorga la Opción en el Plan se ofrecen por la Compañía de forma totalmente discrecional; 


 

	 	(3)	La participación de la persona a quien se otorga la Opción en el Plan es voluntaria; y 

  

	 	(4)	La Compañía, sus Subsidiarias no son responsables por cualquier disminución en el valor de las Acciones adquiridas al momento de ejercer la Opción. 


Reconocimiento de Ley Laboral y Declaración de la
Política. Al aceptar la Opción, la persona a quien se otorga la Opción reconoce que la Compañía, con oficinas registradas en 1299 Orleans
Drive, Sunnyvale, California 94089, Estados Unidos de América, es la única responsable de la administración del Plan. Además, la persona a quien se otorga la Opción reconoce que su participación en el Plan,
la concesión de la Opción y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación de trabajo entre la persona a quien se otorga la Opción y la Compañía ya que la
persona a quien se otorga la Opción está participando en el Plan sobre una base totalmente comercial. Derivado de lo anterior, la persona a quien se otorga la Opción expresamente reconoce que el Plan y los beneficios que pueden
derivarle de la participación en el Plan no establecen ningún derecho entre la persona a quien se otorga la Opción y el Patrón y que no forman parte de las condiciones de trabajo y/o prestaciones otorgadas por el
Patrón, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o deterioro de los términos y condiciones de trabajo de la persona a quien se otorga la Opción. 

Además, la persona a quien se otorga la Opción entiende que su participación en el Plan es resultado de una decisión unilateral
y discrecional de la Compañía, por lo tanto la Compañía se reserva el derecho absoluto de modificar el Plan y/o discontinuar la participación de la persona a quien se otorga la Opción en el Plan en cualquier
momento, sin responsabilidad alguna para con la persona a quien se otorga la Opción. 
 Finalmente, la persona a quien se otorga la
Opción declara que no se reserva acción o derecho alguno para presentar una reclamación o demanda en contra de la Compañía por cualquier compensación o daño o perjuicio en relación con
cualquier disposición del Plan o los beneficios derivados del Plan y, por lo tanto, la persona a quien se otorga la Opción otorga un amplio y total finiquito a la Compañía, sus Subsidiarias, sucursales, oficinas de
representación, accionistas, directores, funcionarios, agentes y representantes con respecto a cualquier reclamación o demanda que pudiera surgir. 








 TAIWAN 

Notifications 
 Exchange Control
Information. Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single
transaction, Participant must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, Participant must also provide supporting documentation to the satisfaction of the remitting bank.









 UNITED KINGDOM 

Terms and Conditions 
 Tax
Withholding. This provision supplements Section 4.4 of the Agreement: 
 To the extent the Employer is required to withhold any income tax due
in connection with the Option, if payment or withholding of the income tax is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings
and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective as of the Due Date. Participant agrees that the loan will bear interest
at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means
referred to in Section 4.4 of the Agreement. 
 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), he or she shall not be eligible for such a loan from the Company and, in this case, the amount of any uncollected income tax will constitute a benefit to Participant on which additional income tax and
national insurance contributions (“NICs”) will be payable and Participant is responsible for reporting and paying any such income tax and NICs directly to HMRC under the self-assessment regime. 

NIC Joint Election. As a condition of participation in the Plan, Participant agrees to accept any liability for secondary Class 1
National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Option and any event giving rise to Tax-Related Items (“Employer NICs”). Without prejudice to the foregoing,
Participant agrees to execute a joint election with the Company and/or the Employer, the form of such joint election being formally approved by HMRC (the “NIC Joint Election”), and any other required consent or elections,
upon request of the Company and/or the Employer. Participant further agrees to execute such other joint elections as may be required between Participant and any successor to the Company and/or the Employer. Participant further agrees that the
Company and/or the Employer may collect any Employer NICs from Participant by any of the means set forth in Section 4.4 of the Agreement. 
 If, after
request of the Company and/or the Employer, Participant does not enter into the NIC Joint Election and the Company has determined that the Shares subject to the Option are or may be considered “readily-convertible assets” for U.K. tax
purposes, Participant will not be entitled to exercise the Option or receive any benefits in connection with the Option unless and until the Participant enters into the NIC Joint Election. In this case, no Shares will be issued under the Plan or
benefits received in connection with the Option unless and until Participant enters into the NIC Joint Election, without any liability to the Company and/or the Employer. 

Section 431 Joint Election. As a further condition of participation in the Plan and the acquisition of Shares or other securities pursuant to or
in connection with the Option, Participant agrees to enter into a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Section 431 Joint Election”) attached to this
Exhibit A. The effect of the Section 431 Joint Election is that the Shares acquired at exercise of the Option will not be treated as “restricted securities” for U.K. tax purposes. 

If Participant does not enter into the Section 431 Joint Election prior to or concurrent with the Participant delivering the Exercise Agreement to the
Company, as described in Section 4.1 of the Agreement, Participant will not be entitled to exercise the Option unless and until Participant enters into the Section 








 
431 Joint Election and no Shares will be issued under the Plan, without any liability to the Company and/or the Employer. If Participant does not enter into the Section 431 Joint Election
prior to or concurrent with the acquisition of any other securities in connection with the Option, Participant will not be entitled to acquire such securities unless and until Participant enters into the Section 431 Joint Election, without any
liability to the Company and/or the Employer. 








 BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 
 Joint
Election under s431 ITEPA 2003 for full or partial 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’s national insurance number]
		
	and	 	
		
	the U.K. Company	 	[insert name of U.K. employer]
	(who is the Employee’s employer)	 	
		
	of U.K. Company Registration Number	 	[insert Company number of U.K. employer]

  

	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 relevant income tax and national insurance contribution (“NIC”) purposes, 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. 

 

Should the value of the securities fall following the acquisition, it is possible that income tax/NIC that would have arisen because of any
future chargeable event (in the absence of an election) would have been less than the income tax/NIC due by reason of this election. Should this be the case, there is no income tax/NIC 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 of shares subject to option]
		
	Description of securities	  	shares of common stock
		
	Name of issuer of securities	  	Bloom Energy Corporation.

 to be acquired by the Employee after [insert date] under the terms of the Bloom Energy Corporation 2012 Equity
Incentive Plan. 
  

	4.	Extent of Application 

 This election disapplies 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	 		 	  Date
	(for and on behalf of the U.K. Company)	 		 	
			
	  
	 		 	
	Position in U.K. Company	 		 	









 EXHIBIT B TO 

BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

TAX CONSEQUENCES FOR U.S. TAXPAYERS 
 Set
forth below is a brief summary, as of the Effective Date of the Plan, of some of the U.S. Federal and California tax consequences of exercise of this 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 ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. 
  

	1.	Exercise of ISO. If the Option qualifies as an ISO, there will be no regular U.S. 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. 

  

	2.	Exercise of Nonqualified Stock Option. If the Option does not qualify as an ISO, there may be a regular U.S. 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. 

  

	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 U.S. 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. 

(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. 
 THE ABOVE SUMMARY DOES NOT
ADDRESS THE TAX CONSEQUENCES OF THE OPTION IF THE PARTICIPANT IS SUBJECT TO TAX IN A DIFFERENT STATE OR IN A DIFFERENT COUNTRY OR COUNTRIES OUTSIDE OF THE UNITED STATES, AND ANY SUCH PARTICIPANT SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR BEFORE
ACCEPTING THE OPTION OR OTHERWISE PARTICIPATING IN THE PLAN. 








 BLOOM ENERGY CORPORATION 

2012 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK PURCHASE AGREEMENT 

This Restricted Stock Purchase Agreement (the “Agreement”) is delivered to participant on
            ,              (the “Offer Date”). This Agreement must be entered as of
            ,          (the “Effective Date”) by and between Bloom Energy Corporation, a
Delaware corporation (the “Company”) and the purchaser named below (the “Purchaser”) or the offer to purchase Shares pursuant to this Agreement shall terminate in accordance with Section 5 of the
Company’s 2012 Equity Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. 
  

			
	Purchaser:	 	  

		
	Social Security Number	 	  

		
	or Global Employee ID#	 	  

		
	for Non-U.S. Purchasers:	 	  

		
	Total Number of Shares:	 	  

		
	Purchase Price Per Share:	 	  

		
	Date of Grant:	 	  

		
	Vesting Commencement Date:	 	  


 1. PURCHASE OF SHARES.

 1.1. Purchase of Shares. On the Effective
Date and subject to the terms and conditions of this Agreement and the Plan, 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 (the “Common Stock”) at the Purchase Price Per Share as set forth above (the “Purchase Price Per Share”) for a Total Purchase Price as set forth above (the
“Purchase Price”). As used in this Agreement, the term “Shares” refers to the Shares purchased under this Agreement and includes all securities received (a) in
replacement of the Shares, (b) as a result of stock dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 

1.2 Payment. Purchaser hereby delivers payment of the Purchase Price as follows (check and complete as appropriate):

  

	☐	in services provided to the Company; 










	☐	in cash (or cash equivalent acceptable to the Company) 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. 

 2. DELIVERIES. 

2.1. Deliveries by the Purchaser. Purchaser hereby delivers to the Company: (a) this completed and signed
Agreement, (b) 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, (c) 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 (d) the Purchase Price and payment or other provision
for any applicable tax obligations in the form of a “check” a copy of which is attached hereto as Exhibit 3). 

2.2. Deliveries by the Company. Upon its receipt of the Purchase Price, payment or other provision for any applicable tax
obligations and all the documents to be executed and delivered by Purchaser to the Company, 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 11
until expiration or termination of the Company’s Right of First Refusal and Repurchase Option described in Sections 8 and 9. 

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to the Company as follows.

 3.1. Agrees to Terms of the Plan. Purchaser has received a copy of the Plan, has read and understands
the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon purchase or disposition of the Shares, and that Purchaser should consult a
tax adviser prior to purchase 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: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) 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); (d) the qualifications and backgrounds of the management of the Company; and (e) 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. 
 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 in this 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 AND THIS 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 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 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 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 six (6) months, and in certain cases one (1) year, 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. 








 6. RESTRICTIONS ON TRANSFERS. 

6.1. Disposition of Shares. Unvested Shares may not be sold or otherwise transferred by Purchaser without the
Company’s prior written consent. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by this 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 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 (a) the proposed disposition does not require registration of the Shares under the Securities Act or (b) 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 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 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 Agreement and that the transferred Shares
are subject to (a) the Company’s Right of First Refusal granted hereunder (b) the Company’s Repurchase Option granted hereunder and (c) 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 under the Securities Act or other public offering that, upon the request of the Company or the underwriters managing any registered 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 managing underwriters, as the case may be, for a 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 managing underwriters may specify for employee-stockholders generally. For purposes of this Section 7, the term “Company” shall
include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares
subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.
 








 8. COMPANY’S RIGHT OF FIRST REFUSAL. 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), 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: (a) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (b) the name and address of each proposed purchaser or other transferee (the
“Proposed Transferee”); (c) the number of Offered Shares to be transferred to each Proposed Transferee; (d) the bona fide cash price or other consideration for which the Holder proposes to transfer the Offered Shares (the
“Offered Price”); and (e) 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 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 check 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 (a) such sale or other transfer is consummated within ninety (90) days after the date of the Notice, (b) any such sale or other transfer is effected in compliance with
all applicable securities laws, and (c) 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 ninety (90) 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: (a) 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; (b) 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, subject to Section 8.7, unless the agreement of merger or consolidation expressly otherwise provides, 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); or (c) 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 that the following circumstances are
true: (a) 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, (b) they intend to remain so indefinitely, (c) neither are
married to anyone else, (d) both are at least 18 years of age and mentally competent to consent to contract, (e) 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, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) 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
(a) 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 Securities 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 (b) 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 entities 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 Shares. Purchaser may not grant a lien or security interest in, or pledge, hypothecate
or encumber, any Unvested 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: (a) 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 (b) 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. 

9. COMPANY’S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its assignee, shall have the option to
repurchase all or a portion of the Purchaser’s Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the “Repurchase Option”) if Purchaser is Terminated (as defined in the Plan) for
any reason, or no reason, including without limitation, Purchaser’s death, Disability (as defined in the Plan), voluntary resignation or termination by the Company with or without Cause. 

9.1. Termination and Termination Date. In case of any dispute as to whether Purchaser is Terminated, the Committee
shall have discretion to determine whether Purchaser has been Terminated and the effective date of such Termination (the “Termination Date”). 








 9.2. Vested and Unvested Shares. Shares that are vested pursuant to
the schedule set forth in this Section 9.2 are “Vested Shares.” Shares that are not vested pursuant to such schedule are “Unvested Shares.” On the Effective Date
                 of the Shares will be Unvested Shares (the “Initial Unvested Shares”). Provided Participant continues to provide services to the
Company or any Subsidiary or Parent of the Company at all times from the Vesting Commencement Date until                  (the “First Vesting
Date”), then on the First Vesting Date                  (    %) of the Initial Unvested Shares will become Vested Shares, and on
the same day of each succeeding calendar month thereafter (or if there is no such day in any month, then the last day of such calendar month), an additional
                 (    th) of the Initial Unvested Shares shall vest until (a) all of the Shares
are vested, (b) the Termination Date or (c) vesting otherwise terminates pursuant to this Agreement or the Plan. If application of the vesting schedule above 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 the full remainder of the Shares shall vest. 

9.3. Exercise of Repurchase Option. At any time within ninety (90) days after the Purchaser’s Termination
Date (or, in the case of securities issued upon purchase of Shares after the Purchaser’s Termination Date, within ninety (90) days after the date of such exercise), the Company, or its assignee, may elect to repurchase any or all the
Purchaser’s Unvested Shares by giving Purchaser written notice of exercise of the Repurchase Option, specifying the number of Unvested Shares to be repurchased. Such Unvested Shares shall be repurchased at the lower of fair market value, as
determined by the Board, or the Purchase Price Per Share, proportionately adjusted for any stock split or similar change in the capital structure of the Company as set forth in Section 2.2 of the Plan (the “Repurchase
Price”). The Repurchase Price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Purchaser to the Company and/or such
assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within the term of the Repurchase Option as described in the first sentence of this Section 9.3. 

9.4. Right of Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in
any manner whatsoever the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Purchaser’s employment or other relationship with Company (or the Parent or Subsidiary of the Company) at any time, for any reason
or no reason, with or without Cause. 
 10. RIGHTS AS A STOCKHOLDER. Subject to the terms and conditions of
this Agreement, Purchaser will have all of the rights of a stockholder 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 or the Repurchase Option. Upon an exercise of the Right of First Refusal or the Repurchase Option, 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 Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for
transfer or cancellation. 
 11. ESCROW. As security for Purchaser’s faithful performance of this
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, name
of transferee, stock certificate number 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 Agreement. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other person or entity) for any actions or omissions unless Escrow Holder is grossly negligent or
intentionally fraudulent in carrying out the duties of Escrow Holder under this 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 Agreement. The Shares will be released from escrow upon termination of both the Right of First Refusal and the Repurchase Option. 

12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS. 

12.1. 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 AND THE REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AS SET FORTH IN A RESTRICTED STOCK PURCHASE 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 AND THE REPURCHASE OPTION 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. 
 12.2.
Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the restrictions imposed by this 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. 








 12.3. Refusal to Transfer. The Company will not be required (a) to
transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) 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. 
 13.
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 (a) THAT
PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Purchaser hereby acknowledges that
Purchaser has been informed that, with respect to Unvested Shares, unless an election is filed by Purchaser with the Internal Revenue Service (and, if necessary, the proper state taxing authorities) within 30 days after the purchase of the
Shares electing, pursuant to Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable), to be taxed currently on any difference between the Purchase Price of the Unvested Shares and their Fair Market Value on the
date of purchase, there will be a recognition of taxable income to Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares, at the time they cease to be Unvested Shares, over the Purchase Price for such Shares.
Purchaser represents that Purchaser has consulted any tax advisers Purchaser deems advisable in connection with Purchaser’s purchase of the Shares and the filing of the election under Section 83(b) and similar tax provisions. A form of Election
under Section 83(b) is attached hereto as Exhibit 4 for reference. BY PROVIDING THE FORM OF ELECTION, THE COMPANY DOES NOT THEREBY UNDERTAKE TO FILE THE ELECTION FOR PURCHASER, WHICH OBLIGATION TO FILE SHALL
REMAIN SOLELY WITH PURCHASER. 
 14. 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 U.S. Federal and state laws and regulations, all applicable foreign 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. 

15. 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 or the Repurchase Option. 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 herein set forth, this Agreement will be binding upon Purchaser and
Purchaser’s heirs, executors, administrators, legal representatives, successors and assigns. 
 16. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, 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 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. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision
will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 








 17. NOTICES. Any and all notices required or permitted to be given to
a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery
is in person; (b) 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; (c) 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 (d) 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 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: [●]”. 
 18. 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. 

19. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. The Plan and this Agreement,
together with all Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this 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 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 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. 
 22. FACSIMILE AND ELECTRONIC
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.
Additionally, this Agreement may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party or via email or such other means of electronic delivery specified by the Company. 








 IN WITNESS WHEREOF, the Company has caused this Restricted Stock Purchase Agreement to be
executed by its duly authorized representative, and Purchaser has executed this Restricted Stock Purchase Agreement, as of the date first set forth above. 
  

											
	BLOOM ENERGY CORPORATION	  		  		 	PURCHASER
					
	By:	 	                                     
                                         
                      	  		  		 	  

		  		  		 	(Signature)


									
			
	  
	  		    	  

	(Please print name and title)	  		    	(Please print name)
			
	Address:
                                         
                                         
          	  		    	Address:
                                         
                                         
  
			
	  
	  		    	
					
	Fax No.:	 	  
	  		    	Fax 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
		
	Exhibit 4:	  	Form of Election Pursuant to Section 83(b)









 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 Restricted Stock Purchase Agreement No.
                 dated as of             ,         , (the
“Agreement”), the undersigned hereby sells, assigns and transfers unto                 ,
                     shares of the Common Stock of Bloom Energy Corporation, 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 and to exercise its “Right of First Refusal” or “Repurchase Option” set forth in the Agreement without requiring additional signatures on
the part of the Purchaser or Purchaser’s Spouse, if any. 








 EXHIBIT 2 

SPOUSE CONSENT 








 SPOUSE CONSENT 

The undersigned spouse of
                     (the “Purchaser”) has read, understands, and hereby approves the Restricted Stock Purchase Agreement
(the “Agreement”) between Purchaser and Bloom Energy Corporation (the “Company”). 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:
	 	  

		
		 	  

		
		 	  

	
	 ☐ Check this box, if Purchaser is not married.











 EXHIBIT 3 

COPY OF PURCHASER’S CHECK 








 EXHIBIT 4 

FORM OF SECTION 83(B) ELECTION 








 ELECTION UNDER SECTION 83(b) 

OF THE INTERNAL REVENUE CODE 

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, if
any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services in the calculation of regular gross income. 

 

					
	1.	    	TAXPAYER’S NAME:	    	  

			
		    	TAXPAYER’S ADDRESS:	    	  

			
		    		    	
                     
                                         
       

			
		    	SOCIAL SECURITY NUMBER:	    	  

		
	2.	    	The property with respect to which the election is made is described as follows:                  shares of Common Stock of Bloom Energy
Corporation, a Delaware corporation (the “Company”) which were transferred pursuant to a Restricted Stock Purchase Agreement entered into by Taxpayer and the Company, which is Taxpayer’s employer or the corporation for
whom the Taxpayer performs services.
		
	3.	    	The date on which the shares were transferred pursuant to the purchase of the shares was             ,          and
this election is made for calendar year                 .
		
	4.	    	The shares received are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions at the time of
Taxpayer’s termination of employment or services.
		
	5.	    	The fair market value of the shares (without regard to restrictions other than restrictions which by their terms will never lapse) was
$                 per share at the time of purchase.
		
	6.	    	The amount paid for such shares by Taxpayer was $                 per share.
		
	7.	    	The Taxpayer has submitted a copy of this statement to the Company.

 THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE
THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT THE
CONSENT OF THE IRS. 
  

			
	
Dated:                    
	 	  

		 	 Taxpayer’s Signature