EX-10.2




 Exhibit 10.2 

NUTANIX, INC. 
 2010
STOCK PLAN 
 (as amended through December 15, 2015) 

1. Purposes of the Plan. The purposes of this 2010 Stock Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Restricted Stock and Restricted Stock Units may also
be granted under the Plan. 
 2. Definitions. As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board or a Committee. 

(b) “Affiliate” means an entity other than a Subsidiary which, together with the Company, is under common control of a
third person or entity. 
 (c) “Applicable Laws” means all applicable laws, rules, regulations and requirements,
including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options, Restricted Stock or Restricted Stock
Units are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time. 

(d) “Award” means any award of an Option, Restricted Stock or Restricted Stock Units under the Plan. 

(e) “Board” means the Board of Directors of the Company. 

(f) “California Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the
California Corporations Code. 
 (g) “Cashless Exercise” means a program approved by the Administrator in which
payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the
Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations. 

(h) “Cause” for termination of a Participant’s Continuous Service Status will exist (unless another definition is
provided in an applicable Option Agreement, Restricted Stock Purchase Agreement, Restricted Stock Unit Award Agreement, employment agreement or other applicable written agreement) if the Participant’s Continuous Service Status is terminated for
any 








 
of the following reasons: (i) Participant’s willful failure to perform his or her duties and responsibilities to the Company or Participant’s violation of any written Company
policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) Participant’s unauthorized
use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s
material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by
the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term
“Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. 
 (i)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (j) “Committee” means one or
more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee
of the Board) appointed by the Board to administer the Plan in accordance with Section 4 below. 
 (k) “Common
Stock” means the Class B common stock of the Company, par value $0.0001 per share, as adjusted in accordance with Section 13 below. 

(l) “Company” means Nutanix, Inc., a Delaware corporation. 

(m) “Consultant” means any person, including an advisor but not an Employee, who is engaged by the Company, or any
Parent, Subsidiary or Affiliate, to render services (other than capital-raising services) and is compensated for such services, and any Director whether compensated for such services or not. 

(n) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or
Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved sick leave; (ii) military leave; or (iii) any other bona fide leave of absence
approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a
written Company policy. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its Parents, Subsidiaries
or Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or from a Consultant to an Employee. 

(o) “Director” means a member of the Board. 

  
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 (p) “Disability” means “disability” within the meaning of
Section 22(e)(3) of the Code. 
 (q) “Employee” means any person employed by the Company, or any Parent,
Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Administrator in its sole discretion, subject to any requirements of the Applicable Laws, including the Code. The payment by
the Company of a director’s fee shall not be sufficient to constitute “employment” of such director by the Company or any Parent, Subsidiary or Affiliate. 

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(s) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole
discretion. 
 (t) “Fair Market Value” means, as of any date, the per share fair market value of the Common Stock, as
determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the per share closing price for
the Shares as reported in the Wall Street Journal for the applicable date. 
 (u) “Family Members” means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the
Optionee, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons (or the Optionee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionee)
control the management of assets, and any other entity in which these persons (or the Optionee) own more than 50% of the voting interests. 

(v) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code, as designated in the applicable Option Agreement. 
 (w) “Involuntary Termination”
means (unless another definition is provided in the applicable Option Agreement, Restricted Stock Purchase Agreement, Restricted Stock Unit Award Agreement, employment agreement or other applicable written agreement) the termination of a
Participant’s Continuous Service Status other than for death or Disability or for Cause by the Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate. 

(x) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities
exchange or designated or approved for designation 

  
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as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority (or any successor thereto). 

(y) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in
the applicable Option Agreement. 
 (z) “Option” means a stock option granted pursuant to the Plan. 

(aa) “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

 (bb) “Optioned Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise of
an Option. 
 (cc) “Optionee” means an Employee or Consultant who receives an Option. 

(dd) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 (ee)
“Participant” means any holder of one or more Awards or Shares issued pursuant to an Award. 
 (ff)
“Plan” means this 2010 Stock Plan. 
 (gg) “Restricted Stock” means Shares acquired pursuant
to a right to purchase Common Stock granted pursuant to Section 10 below. 
 (hh) “Restricted Stock Purchase
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Stock granted under the Plan and includes any documents attached to such agreement.

 (ii) “Restricted Stock Unit” means a bookkeeping entry granted pursuant to the Plan representing an amount
equivalent to one Share of Common Stock of the Company for purposes of determining the number of Shares subject to the Award. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(jj) “Restricted Stock Unit Award Agreement” means a written document, the form(s) of which shall be approved from time
to time by the Administrator, reflecting the terms of an Award of Restricted Stock Units granted under the Plan and includes any documents 

  
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attached to or incorporated into such Restricted Stock Unit Award Agreement, including, but not limited to, a notice of grant and an agreement. 

(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor
provision. 
 (ll) “Share” means a share of Common Stock, as adjusted in accordance with Section 13 below. 

(mm) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the
Common Stock are quoted at any given time. 
 (nn) “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

(oo) “Ten Percent Holder” means a person who owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Parent or Subsidiary measured as of an Award’s date of grant. 
 (pp) “Triggering
Event” means: 
 (i) a sale, transfer or disposition of all or substantially all of the Company’s assets other than to
(A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of
the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or 

(ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person,
other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either
by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the
Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”). 
 Notwithstanding anything stated
herein, a transaction shall not constitute a “Triggering Event” if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the
persons who hold the Company’s securities immediately before such transaction. For clarity, the term “Triggering Event” as defined herein shall not include stock sale transactions whether by the Company or by the holders of capital
stock. 

  
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 3. Stock Subject to the Plan. Subject to the provisions of Section 13
below, the maximum aggregate number of Shares that may be issued under the Plan is 48,466,371 Shares, of which a maximum of 48,466,371 Shares may be issued under the Plan pursuant to Incentive Stock Options. The Shares issued under the Plan may be
authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased Shares that were subject
thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for
such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan at any time and later repurchased by the Company or forfeited, in each
case, shall, unless the Plan shall have been terminated, become available for future grant or sale under the Plan, and the shares repurchased prior to May 7, 2013 under the Plan totaling 862,334 shares shall also become available for future
grant or sale under the Plan. 
 4. Administration of the Plan. 

(a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board.
The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to
Employees and Consultants (who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board. 
 (b)
Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may
increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly
administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of
the Code, to the extent permitted or required by such provisions. 
 (c) Powers of the Administrator. Subject to the
provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its sole discretion: 

(i) to determine the Fair Market Value of the Common Stock in accordance with Section 2(s) above, provided that such determination shall
be applied consistently with respect to Participants under the Plan; 
 (ii) to select the Employees and Consultants to whom Awards may from
time to time be granted; 
 (iii) to determine the number of Shares to be covered by each Award; 

  
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 (iv) to approve the form(s) of agreement(s) and other related documents used under the Plan;

 (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the time or times when Awards may be exercised (which may be based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture
restrictions will be waived, and any restriction or limitation regarding any Award, Optioned Stock, Restricted Stock, or Restricted Stock Units; 

(vi) to amend any outstanding Award or agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units, including any
amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights
of any Participant without his or her consent; 
 (vii) to determine whether and under what circumstances an Option may be settled in cash
under Section 9(c) below instead of Common Stock; 
 (viii) to implement an Exchange Program and establish the terms and conditions of
such Exchange Program, provided that no amendment or adjustment to an Award that would materially and adversely affect the rights of any Participant shall be made without his or her consent; 

(ix) to grant Awards to, or to modify the terms of any outstanding Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock
Unit Award Agreement or any agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units held by, Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the
Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and

 (x) to construe and interpret the terms of the Plan, any Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit
Award Agreement, and any agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Unit Award Agreement, which constructions, interpretations and decisions shall be final and binding on all Participants. 

(d) Indemnification. To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers
of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions
of any Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts paid by him 

  
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or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation, Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person. 
 5.
Eligibility. 
 (a) Recipients of Grants. Nonstatutory Stock Options, Restricted Stock and Restricted
Stock Units may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. 

(b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. 
 (c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b)
above, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or
any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option. 

(d) No Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with
respect to continuation of an employment or consulting relationship with the Company (any Parent or Subsidiary), nor shall it interfere in any way with such Employee’s or Consultant’s right or the Company’s (Parent’s or
Subsidiary’s) right to terminate his or her employment or consulting relationship at any time, with or without cause. 
 6. Term
of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 15 below. 

7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall
be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant
is a Ten Percent Holder, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 

  
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 8. Option Exercise Price and Consideration. 

(a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall
be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following: 
 (i) In
the case of an Incentive Stock Option 
 (1) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise
price shall be no less than 110% of the Fair Market Value on the date of grant; 
 (2) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value on the date of grant; 
 (ii) Except as provided in subsection (iii) below,
in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it
shall otherwise comply with all Applicable Laws, including Section 409A of the Code; 
 (iii) In the case of a Nonstatutory Stock
Option that is intended to qualify as performance-based compensation under Section 162(m) of the Code and is granted on or after the date, if ever, on which the Common Stock becomes a Listed Security, the per Share exercise price shall be no
less than 100% of the Fair Market Value on the date of grant; and 
 (iv) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price other than as required above pursuant to a merger or other corporate transaction. 
 (b) Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the
extent required by Applicable Laws, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to the extent permitted under Applicable Laws, delivery of a promissory note with such recourse,
interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 153 of the General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned
Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted
under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise. 

  
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 9. Exercise of Option. 

(a) General. 
 (i)
Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Option Agreement, including
vesting requirements and/or performance criteria with respect to the Company, and Parent or Subsidiary, and/or the Optionee. 
 (ii)
Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such
determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such
leave, provided that, upon a Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given
vesting credit with respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was
providing services immediately prior to such leave. 
 (iii) Minimum Exercise Requirements. An Option may not be
exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the
Option is then exercisable. 
 (iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when
written notice of such exercise has been received by the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the
Option is exercised and has paid, or made arrangements to satisfy, any applicable withholding requirements in accordance with Section 11 below. The exercise of an Option shall result in a decrease in the number of Shares that thereafter may be
available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (v)
Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a holder of capital stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 13 below. 
 (b) Termination of Employment or Consulting
Relationship. The Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an


  
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Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. To the extent that an Option Agreement does not specify the terms and
conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply: 

(i) General Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to
the extent so entitled within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the
Option term as set forth in the Option Agreement (and subject to Section 7 above). 
 (ii) Terminations In General.
In the event of termination of an Optionee’s Continuous Service Status other than under the specific circumstances set forth in the remaining subsections of this Section 9(b) below, such Optionee may exercise any outstanding Option at
any time within 3 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock. 
 (iii) Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within 6 month(s) following such termination
to the extent the Optionee is vested in the Optioned Stock. 
 (iv) Death of Optionee. In the event of the death of an
Optionee during the period of Continuous Service Status since the date of grant of any outstanding Option, or within 3 month(s) following termination of Optionee’s Continuous Service Status, the Option may be exercised by the Optionee’s
estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 9 month(s) following the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated, but only to
the extent the Optionee is vested in the Optioned Stock. 
 (v) Termination for Cause. In the event of termination of
an Optionee’s Continuous Service Status for Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the
Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be terminated for Cause, all the Optionee’s
rights under any Option, including the right to exercise the Option, shall be suspended during the investigation period. Nothing in this Section 9(b)(v) shall in any way limit the Company’s right to purchase unvested Shares issued upon
exercise of an Option as set forth in the applicable Option Agreement. 
 (c) Buyout Provisions. The Administrator may
at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.


  
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 10. Restricted Stock. 

(a) Rights to Purchase. When a right to purchase Restricted Stock is granted under the Plan, the Administrator shall
advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which shall be as determined by the Administrator,
subject to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted Stock shall be determined by the Administrator and shall be the same as
is set forth in Section 8(b) above with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 

(b) Repurchase Option. 

(i) General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator
may determine. 
 (ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what
extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by
the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave
(under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares purchased pursuant to the Restricted
Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was providing
services immediately prior to such leave. 
 (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to
each Participant. 
 (d) Rights as a Holder of Capital Stock. Once the Restricted Stock is purchased, the Participant
shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Restricted Stock is purchased, except as provided in Section 13 below. 

  
 -12- 









 11. Taxes. 

(a) As a condition of the grant, vesting and exercise of an Award, the Participant (or in the case of the Participant’s death or a
permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state or local tax withholding obligations or foreign tax
withholding obligations that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. 

(b) The Administrator may permit a Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or
exercising the Award) to satisfy all or part of his or her tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless the Cashless
Exercise is an approved broker-assisted Cashless Exercise, the Shares tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Company’s earnings), or as otherwise permitted to
avoid financial accounting charges under applicable accounting guidance, amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations at the minimum statutory withholding rates, including, but not
limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by
rules of the Securities and Exchange Commission. 
 12. Non-Transferability of Options. 

(a) General. Except as set forth in this Section 12, Awards may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised, during the lifetime of
the holder of the Option, only by such holder or a transferee permitted by this Section 12. 
 (b) Limited Transferability
Rights. Notwithstanding anything else in this Section 12, the Administrator may in its sole discretion grant Nonstatutory Stock Options that may be transferred 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 Family Members. 
 13. Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions. 
 (a) Changes in Capitalization. Subject
to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered
by each outstanding Award, (ii) the price per Share covered by each such outstanding Award, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be proportionately adjusted by the Administrator
in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares,


  
 -13- 









 
subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure or other similar occurrence. Any adjustment by the Administrator pursuant
to this Section 13(a) shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this
Section 13(a) or an adjustment pursuant to this Section 13(a), a Participant’s Award agreement or agreement related to any Optioned Stock, Restricted Stock or Restricted Stock Units covers additional or different shares of stock or
securities, then such additional or different shares, and the Award agreement or agreement related to the Optioned Stock, Restricted Stock or Restricted Stock Units in respect thereof, shall be subject to all of the terms, conditions and
restrictions which were applicable to the Award, Optioned Stock, Restricted Stock and Restricted Stock Units prior to such adjustment. 
 (b)
Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. 

(c) Corporate Transactions. In the event of a sale of all or substantially all of the Company’s assets, or a merger,
consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person (a “Corporate Transaction”), each outstanding Award shall either be (i) assumed
or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), or (ii) terminated in exchange for a payment of cash,
securities and/or other property equal to the excess of the Fair Market Value of the portion of the Award that is vested and exercisable immediately prior to the consummation of the Corporate Transaction over the per Share exercise price thereof.
Notwithstanding the foregoing, in the event such Successor Corporation does not agree to such assumption, substitution or exchange, each such Award shall terminate upon the consummation of the Corporate Transaction. 

14. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the
Administrator makes the determination granting such Award, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator
makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. 

15. Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or
termination (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent
necessary and desirable to comply with the Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required. 

  
 -14- 









 16. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the
Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the
Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of any Option, purchase of any Restricted Stock or settlement of Restricted Stock Units, the Company may require
the person exercising the Option, purchasing the Restricted Stock or settling in Restricted Stock Units to represent and warrant at the time of any such exercise or purchase that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by Applicable Laws. Shares issued upon exercise of Options, purchase of Restricted Stock or settlement of Restricted
Stock Units prior to the date, if ever, on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before
selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Award Agreement. 

17. Beneficiaries. Unless stated otherwise in an Award agreement, a Participant may designate one or more beneficiaries with
respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. If no beneficiary was designated or
if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate. 

18. Approval of Holders of Capital Stock. If required by the Applicable Laws, continuance of the Plan shall be subject to
approval by the holders of capital stock of the Company within twelve (12) months before or after the date the Plan is adopted or, to the extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the
manner and to the degree required under the Applicable Laws. 
 19. Addenda. The Administrator may approve such addenda to the
Plan as it may consider necessary or appropriate for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in
local law, tax policy or custom, which, if so required under Applicable Laws, may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to
accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose. 
 20.
Restricted Stock Units. 
 (a) Grant. Restricted Stock Units may be granted at any time and from time to time as
determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in a Restricted Stock Unit Award Agreement of the terms, conditions, and restrictions related to the grant,
including the number of Restricted Stock Units. 

  
 -15- 









 (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria
in its sole discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement
of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its sole discretion. 

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a
payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a
payout. 
 (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after
the date(s) determined by the Administrator and set forth in the Restricted Stock Unit Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both. 

(e) Rights as a Holder of Capital Stock. Once the Restricted Stock Units have settled in Shares, the Participant shall
have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Restricted Stock Units are settled, except as provided in Section 13 of the Plan. 

(f) Other Provisions. The Restricted Stock Unit Award Agreement shall contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Unit Award Agreements need not be the same with respect to each Participant. 

(g) Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units will be
forfeited to the Company. 
 (h) Transferability of Restricted Stock Units. Unless determined otherwise by the Administrator,
an Award of Restricted Stock Units may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution. If the Administrator makes an Award of Restricted Stock Units
transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended. 

(i) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent vesting of
Restricted Stock Units shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws).
Notwithstanding the foregoing, in the event of military leave, the vesting of Restricted Stock Units shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that
would entitle him or her to protection upon 

  
 -16- 









 
such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares subject to the Restricted Stock Unit Award Agreement
to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to
such leave. 
 (j) Section 409A. An Award of Restricted Stock Units will be designed and operated in such a manner
that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Restricted Stock Unit Award Agreement
under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that
an Award of Restricted Stock Units or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A,
such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 

  
 -17- 









 ADDENDUM A 

2010 Stock Plan 

(California Participants) 

Prior to the date, if ever, on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of
the Exchange Act, the terms set forth herein shall apply to Awards issued to California Participants. All capitalized terms used herein but not otherwise defined shall have the respective meanings set forth in the Plan. 

1. The following rules shall apply to any Option in the event of termination of the Participant’s Continuous Service Status: 

(a) If such termination was for reasons other than death, “disability” (as defined below), or Cause, the Participant shall have at
least thirty (30) days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the
expiration of the Option term as set forth in the Option Agreement. 
 (b) If such termination was due to death or disability, the
Participant shall have at least six (6) months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be
exercisable after the expiration of the Option term as set forth in the Option Agreement. 
 “Disability” for purposes of this Addendum shall mean
the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any Parent or Subsidiary because of the sickness or injury of the
Participant. 
 2. Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the tenth anniversary
of the date of grant and any Award agreement shall terminate on or before the tenth anniversary of the date of grant. 
 3. The Company
shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of Applicable Laws, at least annually to each California Participant during the
period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Participant owns such Shares. The Company shall not be required to provide such information
if (i) the issuance is limited to key employees whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of
1933, as amended; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701. 

  
 -18- 









 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

[Optionee Name] 
 [Optionee Address] 

[Optionee Address] 
 You have been granted an
option to purchase Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), as follows: 
  

			
	Date of Grant:	  	                      
		
	Exercise Price Per Share:	  	$                    
		
	Total Number of Shares:	  	                      
		
	Total Exercise Price:	  	$                    
		
	Type of Option:	  	                      
		
	Expiration Date:	  	                      
		
	Vesting Commencement Date:	  	                      
		
	Vesting/Exercise Schedule:	  	So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: [Insert Vesting Schedule].
		
	Termination Period:	  	You may exercise this Option for 3 month(s) after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). You are
responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	Transferability:	  	You may not transfer this Option.









 By your signature and the signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the terms and conditions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to
the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your
employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to
the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation,
and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred
compensation under Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	
	  

	  

		
	Fax:	 	  

	email:	 	  




  
 2 









 NUTANIX, INC. 

2010 STOCK PLAN 

STOCK OPTION AGREEMENT 

1. Grant of Option. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants to
«Optionee» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the
“Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted
by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 

2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the
Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option. 

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule
set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to
Exercise. 
 (i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii) In no event may this Option be
exercised after the Expiration Date set forth in the Notice. 








 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or of any other
form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such
means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate Exercise Price for the purchased Shares. 

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option
unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the
holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or
state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company
may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which this
Option is exercised with respect to such Shares. 
 (iv) Subject to compliance with Applicable Laws, this Option shall be deemed to be
exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following,
at the election of Optionee: 
 (a) cash or check; 

(b) cancellation of indebtedness; 

(c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other shares of Common Stock of the Company (either
directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or 

(d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise. 

  
 2 









 5. Termination of Relationship. Following the date of termination of
Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not exercise this Option within the
Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the Notice.

 (a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of
Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock at the date of such termination, exercise this Option during the Termination Period set forth in the Notice. 

(b) Other Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may
exercise this Option only as described below: 
 (i) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within 6 month(s) following the date of such termination, exercise this Option to the extent Optionee is vested in the Optioned Stock. 

(ii) Death of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 month(s) following Optionee’s Termination Date, this Option may be exercised at any time within 9 month(s) following the date of death (or, if earlier, the date Optionee’s Continuous
Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is vested in this Option. 

(iii) Termination for Cause. In the event Optionee’s Continuous Service Status is terminated for Cause, the Option shall
terminate immediately upon such termination for Cause. In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all
Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period. 

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the 

  
 3 









 
underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release
or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted
period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day
period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby
agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict between the terms and provisions of the Plan and the terms and
provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 
 9. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached and
the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

  
 4 









 (e) Counterparts. This Option may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument. 
 (f) Successors and Assigns.
The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written
consent of the Company. 
 [Signature Page Follows] 

  
 5 









 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their
officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE



  
 6 









 EXHIBIT A 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
            , by and between Nutanix, Inc., a Delaware corporation (the “Company”), and Optionee (“Purchaser”). To the extent any capitalized terms
used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2010 Stock Plan (the “Plan”). 

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option
to purchase              shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement granted
«GrantDate» (the “Option Agreement”). The purchase price for the Shares shall be $             per Share for a total purchase price of
$            . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of
the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal
office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate Exercise Price by any method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax
withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of
the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate representing the Shares as soon as
practicable following such date. 
 3. Limitations on Transfer. In addition to any other limitation on transfer
created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred
to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”). 
 (i) Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or









 
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed
sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash
(by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(iv) Holder’s Right to Transfer. If all of the 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 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided
that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the
Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee
within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the
Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception for Certain Family
Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate
Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this
Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 
 (b)
Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in
Section 3(a)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the Fair Market Value of the Shares on the date of transfer (as 

  
 2 









 
determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be
provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any
holder or holders of capital stock of the Company or other persons or organizations. 
 (d) Restrictions Binding on
Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the
provisions of this Agreement are satisfied. 
 (e) Termination of Rights. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first
refusal described in Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or
certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 

4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the
Company the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c) Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or
such registration is not required in the opinion of counsel for the Company. 

  
 3 









 (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things,
that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under
certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph
(e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

5. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any
legends required by applicable state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”



  
 4 










	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 6. No Employment Rights. Nothing in this Agreement
shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of
the Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue
to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend
beyond 216 days after the effective date of the registration statement.  
 8. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  
 5 









 (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the
entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of
this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

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

[Signature Page Follows] 

  
 6 









 The parties have executed this Exercise Agreement as of the date first set forth above. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	Address:
	
	  

	  

	
	PURCHASER:
	
	  

	Optionee
		
	Address:	 	  

	  

		
	Fax:	 	  

	email:	 	  




  
 7 









 I,
                    , spouse of Optionee (“Purchaser”), have read and hereby approve the foregoing Agreement. In
consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I
may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	Spouse of Purchaser (if applicable)



  
 8 









 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

(EARLY EXERCISE PERMITTED) 

[Optionee] 
 You have been granted an option to
purchase Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), as follows: 
  

			
	Date of Grant:	  	                      
		
	Exercise Price Per Share:	  	$                    
		
	Total Number of Shares:	  	                      
		
	Total Exercise Price:	  	$                    
		
	Type of Option:	  	                      
		
	Expiration Date:	  	                      
		
	Vesting Commencement Date:	  	                      
		
	Vesting/Exercise Schedule:	  	This Option may be exercised, in whole or in part, at any time after the Date of Grant. So long as your employment or consulting relationship with the Company continues, the Shares underlying this Option shall vest in accordance
with the following schedule: [Insert vesting schedule]
		
	Termination Period:	  	You may exercise this Option for 3 month(s) after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). You are
responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	Transferability:	  	You may not transfer this Option.

 By your signature and the signature of the Company’s representative below, you and the Company agree that
this Option is granted under and governed by the terms and conditions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to
the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of 








 
hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does
it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance
with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable
for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisor
concerning the tax consequences of such a determination by the IRS. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	
	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
 2 









 NUTANIX, INC. 

2010 STOCK PLAN 

STOCK OPTION AGREEMENT 

1. Grant of Option. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants to
«Optionee» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the
“Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted
by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 

2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code
only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option. 

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out
in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise. 

(i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii) In no event may this Option be
exercised after the Expiration Date of the Option as set forth in the Notice. 








 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election
to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written
notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless
such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the holders of
capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation,
including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

 4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at
the election of Optionee: 
 (a) cash or check; 

(b) cancellation of indebtedness; 

(c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other shares of Common Stock of the Company (either
directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or 

(d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise. 

  
 2 









 5. Termination of Relationship. Following the date of termination of
Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise
this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any
Option be exercised after the Expiration Date of this Option as set forth in the Notice. 
 (a) Termination. In the event of
termination of Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the
“Termination Date”), exercise this Option during the Termination Period set forth in the Notice. 
 (b) Other
Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise this Option only as described below: 

(i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a
result of Optionee’s Disability, Optionee may, but only within 6 month(s) following the date of such termination, exercise this Option to the extent Optionee is vested in the Optioned Stock. 

(ii) Death of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 month(s) following Optionee’s Termination Date, this Option may be exercised at any time within 9 month(s) following the date of death (or, if earlier, the date Optionee’s Continuous
Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is vested in this Option. 

(iii) Termination for Cause. In the event Optionee’s Continuous Service Status is terminated for Cause, the Option shall
terminate immediately upon such termination for Cause. In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all
Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period. 

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

7. Tax Consequences. Below is a brief summary as of the date of this Option of certain of the federal tax consequences of
exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES. 

  
 3 









 (a) Incentive Stock Option. 

(i) Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an Incentive Stock Option, there will be no
regular federal 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 an adjustment to the alternative minimum tax
for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at least two
years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such
one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the
lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares. 
 (ii)
Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two years after the
Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by
the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. 

(b) Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and
state) income tax liability upon the exercise of the Option. Optionee 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 Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income
tax purposes. 
 8. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and
upon request of the Company or the underwriters managing such offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities
of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration
as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing,
if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will
release earnings results 

  
 4 









 
during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions
imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no
event will the restricted period extend beyond 216 days after the effective date of the registration statement. 
 9. Effect of
Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts
this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions
relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes
the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. 

[Signature Page Follows] 

  
 5 









 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their
officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE



  
 6 









 EXHIBIT A 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 

This Agreement (“Agreement”) is made as of             ,
by and between Nutanix, Inc., a Delaware corporation (the “Company”), and «Optionee» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning
ascribed to them in the Plan (as defined below). 
 1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser
hereby elects to exercise his or her option to purchase              shares of the Common Stock (the “Shares”) of the Company under and pursuant to the
Company’s 2010 Stock Plan (the “Plan”) and the Stock Option Agreement granted «GrantDate» (the “Option Agreement”). Of these Shares, Purchaser has elected to purchase
             of those Shares which have become vested as of the date hereof under the Vesting Schedule set forth in the Notice of Stock Option Grant (the “Vested
Shares”) and              Shares which have not yet vested under such Vesting Schedule (the “Unvested Shares”). The purchase price for the Shares shall be
$             per Share for a total purchase price of $            . The term “Shares” refers to
the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to
be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement. 

3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser
shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign,
encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws. 
 (a)
Repurchase Option. 
 (i) In the event of the voluntary termination of Purchaser’s employment or consulting relationship with the
Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase
Option”) for a 








 
period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase
Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). 

(ii) The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either
(A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for
the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. 

(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be
released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. 

(b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred
to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(b) (the “Right of First Refusal”). 
 (i) Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at
the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance
with subsection (iii) below. 
 (iii) Purchase Price. The purchase price (“Purchase Price”) for the
Shares purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

  
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 (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

 (v) Holder’s Right to Transfer. If all of the 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 3(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in
writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the
Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any
Shares held by the Holder may be sold or otherwise transferred. 
 (vi) Exception for Certain Family Transfers. Anything to
the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the
benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3. 
 (c) Involuntary Transfer. 

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of
any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above) of all or a portion of the Shares by the record holder thereof, the
Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person
acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by
the person acquiring the Shares. 
 (ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant
to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify
Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined
by the Board of Directors of the Company, the Purchaser shall be 

  
 3 









 
entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the
Purchaser. 
 (d) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part
to any shareholder or shareholders of the Company or other persons or organizations. 
 (e) Restrictions Binding on
Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any purchase
by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal to the amount to be paid by
the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have transferred the Shares or interest to Purchaser prior to their
purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation
to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. 

(f) Termination of Rights. The right of first refusal granted the Company by Section 3(b) above and the option to
repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate
or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser. 

4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser
agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as
Attachment A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment Separate from
Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s
designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow
holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the
Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this
Agreement. 

  
 4 









 5. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or
entity. 
 (b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the
securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions.
Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that
resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below. 

(e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

  
 5 









 (f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice 
 6. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state and federal corporate and securities laws): 
 i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND
THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (b) Stop-Transfer Notices. Purchaser
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 7. No Employment Rights.
Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

 8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986,
as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the 

  
 6 









 
difference between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction”
means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased, rather than
when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. Even if the Fair Market Value of
the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that
failure to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such election form should be filed with his or her federal income tax return for the
calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be
complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may
reside, and the tax consequences of Purchaser’s death. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF. 
 Purchaser agrees that he or she will
execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B.
Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has
indicated in the Acknowledgment his or her decision to make such an election. 
 9. Lock-Up Agreement. In connection with the
initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the
Company’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the
expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required
by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the
material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

  
 7 









 10. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the
parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. 

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when
delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or
as subsequently modified by written notice. 
 (f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
 (g)
Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be
assigned with the prior written consent of the Company. 
 (h) California Corporate Securities Law. THE SALE OF
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR 


  
 8 









 
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 

[Signature Page Follows] 

  
 9 









 The parties have executed this Early Exercise Notice and Restricted Stock Purchase Agreement as
of the date first set forth above. 
  

			
	THE COMPANY:
	
	 NUTANIX, INC.

		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

		
	 Address:
	 	
	  

	  

	
	 PURCHASER:

	
	  

	 Optionee

		
	Address:	 	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
 10 









 I,
                    , spouse of Optionee, have read and hereby approve the foregoing Agreement. In consideration of the Company’s
granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	  

	 Spouse of Optionee (if applicable)




  
 11 









 ATTACHMENT A 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned
(“Purchaser”) and Nutanix, Inc., a Delaware corporation (the “Company”), dated                      (the
“Agreement”), Purchaser hereby sells, assigns and transfers unto the Company
                                        
(                    ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and
represented by Certificate No.             , and does hereby irrevocably constitute and appoint
                                        
to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. 

Dated:                     

 

	
	  

	OPTIONEE
	
	  

	Spouse of Optionee (if applicable)


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








 ATTACHMENT B 

ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(B) ELECTION 

The undersigned (which term includes the undersigned’s spouse), a purchaser of
                     shares of Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), by exercise of an
option (the “Option”) granted pursuant to the Company’s 2010 Stock Plan (the “Plan”), hereby states as follows: 

(A) The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed
the Plan and the option agreement pursuant to which the Option was granted. 
 (B) The undersigned either: 

 

	 	(a)	has consulted, and has been fully advised by, the undersigned’s own tax advisor regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the
advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or 


 

	 	(b)	has knowingly chosen not to consult such a tax advisor. 

 (C) The undersigned hereby states
that the undersigned has decided [check as applicable]: 
  

	 	(a)	     to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Early Exercise Notice and Restricted Stock
Purchase Agreement, a copy of the executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986”, and the undersigned will file the election with the applicable tax authorities within 30 days of the
exercise; or 

  

	 	(b)	     not to make an election pursuant to Section 83(b) of the Code. 


(D) The undersigned acknowledges that it is the undersigned’s sole responsibility and not the Company’s to timely file the election
under Section 83(b) of the Code, and neither the Company nor its representatives will make any such filing on behalf of the undersigned. 

(E) Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with
respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law.










Dated:                     

 

	
	  

	OPTIONEE
	
	  

	Spouse of Optionee (if applicable)



  
 2 









 ATTACHMENT C 

ELECTION UNDER SECTION 83(B) 

OF THE INTERNAL REVENUE CODE OF 1986 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross
income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 

 

	i.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 


NAME OF TAXPAYER: Optionee 
 NAME
OF SPOUSE:
                                         
        

ADDRESS:                      
                                         
                                         

 IDENTIFICATION NO. OF TAXPAYER:
                         

IDENTIFICATION NO. OF SPOUSE:
                     
 TAXABLE
YEAR:              
  

	ii.	The property with respect to which the election is made is described as follows: 


                     shares of the
Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”). 
  

	iii.	The date on which the property was transferred is:                      


 

	iv.	The property is subject to the following restrictions: 

 Repurchase option at cost in favor of
the Company upon termination of taxpayer’s employment or consulting relationship. 
  

	v.	The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$                     

  

	vi.	The amount (if any) paid for such property: $                     


The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of
the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 








 The undersigned understands that the foregoing election may not be revoked except with the consent of the
Commissioner. 
 Dated:                    

  

	
	  

	OPTIONEE
	
	  

	Spouse of Optionee (if applicable)



  
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 EXHIBIT B 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                    , by and between Nutanix, Inc., a Delaware corporation (the “Company”), and Optionee
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2010 Stock Plan (the “Plan”). 

11. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to
purchase                      shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the
Stock Option Agreement granted [GrantDate] (the “Option Agreement”). The purchase price for the Shares shall be $             per Share for a total purchase price of
$            . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of
the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

12. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate Exercise Price by any method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax withholding
obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of the Company
or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate representing the Shares as soon as practicable
following such date. 
 13. Limitations on Transfer. In addition to any other limitation on transfer created by applicable
securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred
to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”). 
 (i) Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or









 
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed
sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the
Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase
Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash
(by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(iv) Holder’s Right to Transfer. If all of the 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 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided
that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the
Proposed Transferee agrees in writing that the provisions of this Section 2 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee
within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the
Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception for Certain Family
Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate
Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this
Section 2, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 2. 
 (b)
Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in
Section 3(a)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the Fair Market Value of the Shares on the date of transfer (as 

  
 2 









 
determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be
provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any
holder or holders of capital stock of the Company or other persons or organizations. 
 (d) Restrictions Binding on
Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions
of this Agreement are satisfied. 
 (e) Termination of Rights. The right of first refusal granted the Company by
Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in
Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or certificates representing
the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 

14. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company
the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with,
any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c) Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or
such registration is not required in the opinion of counsel for the Company. 

  
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 (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things,
that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under
certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph
(e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

15. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”



  
 4 










	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 16. No Employment Rights. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

17. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue
to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend
beyond 216 days after the effective date of the registration statement. 
 18. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  
 5 









 (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

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

[Signature Page Follows] 

  
 6 









 The parties have executed this Exercise Agreement as of the date first set forth above. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	Address:
	
	  

	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	
	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
 7 









 I,
                    , spouse of OPTIONEE (“Purchaser”), have read and hereby approve the foregoing Agreement. In
consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I
may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	Spouse of Purchaser (if applicable)



  
 8 









 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF RESTRICTED STOCK UNIT GRANT 

[Participant] 
 [Participant Address] 

[Participant Address] 
 You have been granted an
Award of Restricted Stock Units covering Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”). The Award Agreement is comprised of this Notice of Restricted Stock Unit Grant (the “Notice of Grant”)
and the attached Restricted Stock Unit Agreement. Unless otherwise defined in this Award Agreement, the terms used in this Award Agreement shall have the meanings defined in the Company 2010 Stock Plan (the “Plan”). Subject to the
provisions of the Plan, the principal features of this Award are as follows: 
  

			
	Date of Grant:	  	                                    

		
	Total Number of Shares:	  	                                    

		
	Vesting Commencement Date:	  	                                    

		
	Vesting Schedule:	  	So long as you maintain Continuous Service Status through each applicable vesting date, the Shares underlying this Award shall vest in accordance with the following schedule: [Insert Vesting Schedule].
		
	Transferability:	  	You may not transfer this Award.


 By your signature and the signature of the Company’s representative below, you and the Company
agree that this Award is granted under and governed by the terms and conditions of the Plan and the Restricted Stock Unit Agreement, both of which are attached to and made a part of this document. 

  
 9 









 In addition, you agree and acknowledge that your rights to any Shares underlying this Award will
be earned only as you provide services to the Company over time, that the grant of this Award is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice of Grant or the attached
documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any
time, for any reason, with or without cause. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	PARTICIPANT:
	
	  

	PARTICIPANT
	
	Address:
	  

	  

		
	Fax:	 	  

	email:	 	  




  
 10 









 NUTANIX, INC. 

2010 STOCK PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

1. Grant of Restricted Stock Units. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants
to the individual named in the Notice of Grant (“Participant”), an Award of Restricted Stock Units covering the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Restricted Stock Unit
Grant (the “Notice of Grant”), subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Award Agreement (the Award
Agreement being comprised of the Notice of Grant and this Restricted Stock Unit Agreement). Unless otherwise defined in this Award Agreement, the terms used in this Award Agreement shall have the meanings defined in the Plan. 

2. Company’s Obligation to Pay and Settlement of Restricted Stock Units. 

(a) Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one Share for each vested
Restricted Stock Unit pursuant to the terms and conditions of this Award Agreement. Unless and until the Restricted Stock Units will have vested in the manner set forth in this Award Agreement, Participant will have no right to payment of any such
Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any
vested Restricted Stock Units will be made in whole Shares only. 
 (b) Vesting Schedule. The Restricted Stock Units will vest
in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant maintaining Continuous Service Status through each applicable vesting date. Restricted Stock Units will not vest in the Participant in accordance with
any of the provisions of this Award Agreement unless the Participant maintains Continuous Service Status through the applicable vesting dates, except as otherwise specifically provided in this Award Agreement. 

3. Administrator Discretion. Notwithstanding anything to the contrary in this Award Agreement, the Administrator, in its
discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the
Administrator. Subject to the provisions of this section, if the Administrator, in its discretion, accelerates the vesting of all or a portion of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units shall be made as
soon as practicable upon or following the accelerated vesting date, but in no event later than sixty (60) days following the vesting date of the accelerated Restricted Stock Units. Notwithstanding the preceding, if the vesting of all or a
portion of any unvested Restricted Stock Units is accelerated in connection with the Participant’s termination of Continuous Service Status (provided that such termination is a “separation from service” within the meaning of
Section 409A of the Code and the final Treasury Regulations and official IRS guidance thereunder (“Section 409A”), as determined by the Company), other than 








 
due to death, and if both (a) the Participant is a “specified employee” within the meaning of Section 409A at the time of such termination, and (b) the payment of such
accelerated Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the Participant within the six (6) month period following the Participant’s termination, then the payment of such
accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the date of the Participant’s termination, unless the Participant dies following his or her termination, in which
case, the Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her death. Furthermore, if payment of accelerated Restricted Stock Units in accordance with the preceding above would
cause the imposition of additional tax on the Participant under Section 409A, and if the additional tax would be avoided by instead making payment in accordance with the original vesting schedule of the Restricted Stock Units, payment of the
accelerated Restricted Stock Units shall be made at the time or times that the Restricted Stock Units otherwise would have vested and been paid (as determined by the Administrator). 

It is the intent of this Award Agreement to be exempt from or comply with the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply.
Nevertheless, Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the Restricted Stock Units are not subject to Subject 409A. Participant agrees that if the IRS determines that the Restricted Stock
Units are subject to, and in violation of, Section 409A, Participant shall be solely responsible for Participant’s costs related to such a determination. 

4. Termination of Relationship. Notwithstanding any contrary provision of this Award Agreement, if Participant ceases Continuous
Service Status for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder. 

5. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant
is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice
of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

6. Non-Transferability of Award. This Award may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by him or her. The terms of this Award shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the 

  
 2 









 
Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing
underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period,
the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period
beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading
day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of
the registration statement. 
 8. Settlement after Vesting. Subject to satisfaction of the tax withholding obligations set
forth in Section 9, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next
paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in all cases within sixty (60) days, following the vesting date of such Restricted Stock Units. In no event will Participant
be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement. 

9. Taxes. 

(a) Tax Withholding. Pursuant to such procedures as the Administrator may specify from time to time, the Company shall withhold
the minimum amount required to be withheld for the payment of income, employment and other taxes which the Company determines must be withheld (the “Tax Withholding”). The Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding, in whole or in part (without limitation) by (1) paying cash, (2) electing to have the Company withhold otherwise deliverable Shares
having a Fair Market Value equal to the amount of such Tax Withholding, (3) withholding the amount of such Tax Withholding from Participant’s paycheck(s), (4) delivering to the Company already vested and owned Shares having a Fair
Market Value equal to such Tax Withholding, or (5) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount of the Tax Withholding. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Withholding by reducing the number of Shares otherwise deliverable
to Participant and, until determined otherwise by the Administrator, this will be the method by which such Tax Withholding is satisfied. If Participant fails to make satisfactory arrangements for the payment of such Tax Withholding hereunder at the
time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to this Award Agreement, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units
will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Withholding are not delivered at the time they are due. 

  
 3 









 (b) Tax Consequences. Participant has reviewed with its own tax advisors the U.S.
federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of
the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions
contemplated by this Award Agreement. 
 10. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares. 
 11. Limitations on Transfer. In addition to any other limitation on
transfer created by applicable securities laws, Participant shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Participant or any transferee of Participant (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section 11(a) (the “Right of First Refusal”). 
 (i) Notice of Proposed
Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

  
 4 









 (iv) Holder’s Right to Transfer. If all of the 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 11(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase
Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 11(a) shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(v) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 11(a) notwithstanding, and
provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s Immediate Family or a trust
for the benefit of Participant’s Immediate Family shall be exempt from the provisions of this Section 11(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or
sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 11(a), and there shall be no further transfer of such Shares except in accordance with the terms
of this Section 11(a) 
 (b) Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by
operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 11(a)) of all or a portion of the Shares by the record holder thereof, the Company shall have an
option to purchase all of the Shares transferred at the greater of the purchase price paid by Participant pursuant to this Award Agreement or the Fair Market Value of the Shares on the date of transfer (as determined by the Board). Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the Shares. 
 (c) Assignment. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or
interest subject to the provisions of this Award Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Award Agreement are satisfied. 

  
 5 









 (e) Termination of Rights. The right of first refusal granted the Company by
Section 11(a) and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 11(a) shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in
Section 11(a) the Company will remove any stop-transfer notices referred to in Section 11(a) and related to the restrictions in this Section 11 and, if certificates are issued, a new certificate or certificates representing the Shares
not repurchased shall be issued, on request, without the legend referred to in Section 11(a) and delivered to Participant. 

12. Investment and Taxation Representations. In connection with the purchase of the Shares, Participant represents to the
Company the following: 
 (a) Participant is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Participant is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Participant does not have any present intention to transfer the Shares to any person or entity. 

(b) Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. 
 (c)
Participant further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and
understands that the Company is under no obligation to register the securities. Participant understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are
registered or such registration is not required in the opinion of counsel for the Company. 
 (d) Participant is familiar with the
provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an
affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Participant understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant
to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares
has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Participant
acknowledges and agrees to the restrictions set forth in paragraph (e) below. 

  
 6 









 (e) Participant further understands that in the event all of the applicable requirements of
Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of
the Shares. Participant represents that Participant has consulted any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

 13. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


  

	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 Award 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 shall have been so transferred. 

  
 7 









 14. Effect of Agreement. Participant acknowledges receipt of a copy of the
Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Restricted Stock Unit terms), and hereby accepts this Award and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award of Restricted Stock Units. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Award Agreement, the Plan terms and provisions shall prevail. 

15. Miscellaneous. 

(a) No Employment Rights. Nothing in this Award Agreement shall affect in any manner whatsoever the right or power of the
Company, or a parent or subsidiary of the Company, to terminate Participant’s employment or consulting relationship, for any reason, with or without cause. 

(b) Governing Law. This Award Agreement and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(c) Entire Agreement; Enforcement of Rights. This Award Agreement, the Plan and the Offer Letter sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Award Agreement, nor
any waiver of any rights under this Award Agreement, shall be effective unless in writing signed by the parties to this Award Agreement. The failure by either party to enforce any rights under this Award Agreement shall not be construed as a waiver
of any rights of such party. 
 (d) Severability. If one or more provisions of this Award Agreement are held to
be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall
be excluded from this Award Agreement, (ii) the balance of this Award Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Award Agreement shall be enforceable in accordance with its terms.

 (e) Notices. Any notice required or permitted by this Award Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with
postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.  

  
 8 









 (f) Counterparts. This Award may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one instrument. 
 (g) Successors
and Assigns. The rights and benefits of this Award Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Participant under this Award Agreement may not be
assigned without the prior written consent of the Company. 
 (h) California Corporate Securities Law. THE SALE
OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AWARD AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AWARD AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 

  
 9 









 Form of Non-U.S. RSU Agreement 

NUTANIX, INC. 
 2010
STOCK PLAN 
 NOTICE OF RESTRICTED STOCK UNIT GRANT 

«Participant» 
 «ParticipantAddress1»

 «ParticipantAddress2» 
 You have
been granted an Award of Restricted Stock Units covering Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”). The Award Agreement is comprised of this Notice of Restricted Stock Unit Grant (the “Notice of
Grant”) and the attached Non-U.S. Restricted Stock Unit Agreement, including the appendix of country-specific terms and conditions (the “Appendix”). Unless otherwise defined in this Award Agreement, the terms used in this
Award Agreement shall have the meanings defined in the Company 2010 Stock Plan (the “Plan”). Subject to the provisions of the Plan, the principal features of this Award are as follows: 

 

			
	Date of Grant:	  	«GrantDate»
		
	Total Number of Shares:	  	«NoOfShares»
		
	Vesting Commencement Date:	  	«VestingCommencementDate»
		
	Vesting Schedule:	  	So long as you maintain Continuous Service Status through each applicable vesting date, the Shares underlying this Award shall vest in accordance with the following schedule: «Vesting».
		
	Transferability:	  	You may not transfer this Award.

 By your signature and the signature of the Company’s representative below, you and the Company agree that
this Award is granted under and governed by the terms and conditions of the Plan and the Restricted Stock Unit Agreement, including the Appendix, all of which are attached to and made a part of this document. 








 In addition, you agree and acknowledge that your rights to any Shares underlying this Award will
be earned only as you provide services to the Company over time, that the grant of this Award is not as consideration for services you rendered to the Company in the past, and that nothing in this Notice of Grant or the attached documents confers
upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any
reason, with or without cause. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)


 
			
		
	Name:	 	  

	Title:	 	  



 
			
	
	PARTICIPANT:
	
	  

	«PARTICIPANT»
		
	Address:	 	
	  

	  





			
		
	Fax:	 	  

	email:	 	  




  
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 NUTANIX, INC. 

2010 STOCK PLAN 

NON-U.S. RESTRICTED STOCK UNIT AGREEMENT 

1. Grant of Restricted Stock Units. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants
to the individual named in the Notice of Grant (“Participant”), an Award of Restricted Stock Units covering the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Restricted Stock Unit
Grant (the “Notice of Grant”), subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Award Agreement (the Award
Agreement being comprised of the Notice of Grant and this Non-U.S. Restricted Stock Unit Agreement, including the Appendix). Unless otherwise defined in this Award Agreement, the terms used in this Award Agreement shall have the meanings defined in
the Plan. 
 2. Company’s Obligation to Pay and Settlement of Restricted Stock Units.  

(a) Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one Share for each vested
Restricted Stock Unit pursuant to the terms and conditions of this Award Agreement. Unless and until the Restricted Stock Units will have vested in the manner set forth in this Award Agreement, Participant will have no right to payment of any such
Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any
vested Restricted Stock Units will be made in whole Shares only. 
 (b) Vesting Schedule. The Restricted Stock Units will vest
in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant maintaining Continuous Service Status through each applicable vesting date. Restricted Stock Units will not vest in the Participant in accordance with
any of the provisions of this Award Agreement unless the Participant maintains Continuous Service Status through the applicable vesting dates, except as otherwise specifically provided in this Award Agreement. 

3. Administrator Discretion. Notwithstanding anything to the contrary in this Award Agreement, the Administrator, in its
discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the
Administrator. Subject to the provisions of this section, if the Administrator, in its discretion, accelerates the vesting of all or a portion of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units shall be made as
soon as practicable upon or following the accelerated vesting date, but in no event later than sixty (60) days following the vesting date of the accelerated Restricted Stock Units. 

  
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 Further, if Participant is subject to taxation in the U.S., the following paragraphs will
apply: 
 Notwithstanding the preceding, if the vesting of all or a portion of any unvested Restricted Stock Units is accelerated
in connection with the Participant’s termination of Continuous Service Status (provided that such termination is a “separation from service” within the meaning of Section 409A of the Code and the final U.S. Treasury Regulations
and official U.S. Internal Revenue Service (“IRS”) guidance thereunder (“Section 409A”), as determined by the Company), other than due to death, and if both (a) the Participant is a “specified
employee” within the meaning of Section 409A at the time of such termination, and (b) the payment of such accelerated Restricted Stock Units would result in the imposition of additional tax under Section 409A if paid to the
Participant within the six (6) month period following the Participant’s termination, then the payment of such accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the
date of the Participant’s termination, unless the Participant dies following his or her termination, in which case, the Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her
death. Furthermore, if payment of accelerated Restricted Stock Units in accordance with the preceding above would cause the imposition of additional tax on the Participant under Section 409A, and if the additional tax would be avoided by
instead making payment in accordance with the original vesting schedule of the Restricted Stock Units, payment of the accelerated Restricted Stock Units shall be made at the time or times that the Restricted Stock Units otherwise would have vested
and been paid (as determined by the Administrator). 
 It is the intent of this Award Agreement to be exempt from or comply with the
requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous
terms herein will be interpreted to be so exempt or comply. Nevertheless, Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the Restricted Stock Units are not subject to Subject 409A. Participant
agrees that if the IRS determines that the Restricted Stock Units are subject to, and in violation of, Section 409A, Participant shall be solely responsible for Participant’s costs related to such a determination. 

4. Termination of Relationship. Notwithstanding any contrary provision of this Award Agreement, if Participant ceases Continuous
Service Status for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder. 

5. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant
is then deceased, be made to the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company
to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

  
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 6. Non-Transferability of Award. This Award may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution. The terms of this Award shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority (“FINRA”) rules,
the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or
material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 
 8.
Settlement after Vesting. Subject to satisfaction of the tax withholding obligations set forth in Section 9, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or
her estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in all cases within sixty (60) days, following the vesting
date of such Restricted Stock Units. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement. 

9. Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, the
Parent, Subsidiary or Affiliate for which Participant provides services (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other
tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by
the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the Award, including, without limitation, the grant, vesting or payment of the Award, the subsequent sale of Shares acquired pursuant to a vested Award and the receipt of any dividends; and (2) do not commit to and are under no obligation to
structure the terms of the grant or any aspect of the Award 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, as 

  
 -3- 









 
applicable, Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction. 
 To satisfy any withholding obligations of the Company and/or the Service Recipient related to Tax-Related
Items, the Company will withhold Shares otherwise issuable in payment of the vested Award. Alternatively, or in addition, in connection with any applicable taxable or tax withholding event, Participant authorizes the Company and/or the Service
Recipient, 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: 

(a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; or

 (b) withholding from proceeds of the sale of Shares acquired at payment of the vested Award, 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); or 
 (c)
withholding in Shares to be issued at payment of the vested Award. 
 Depending on the withholding method, the Company may withhold or
account for Tax-Related Items by considering applicable minimum statutory withholding rates 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. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the
vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. 
 Finally,
Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that
cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related
Items. 
 10. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of
the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such
Shares. 
 11. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws,
Participant shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

  
 -4- 









 (a) Right of First Refusal. Before any Shares held by Participant or any transferee
of Participant (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section 11(a) (the “Right of First Refusal”). 

(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 
 (ii) Exercise of Right of
First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be
transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good
faith. 
 (iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

 (iv) Holder’s Right to Transfer. If all of the 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 11(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price,
provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws
and the Proposed Transferee agrees in writing that the provisions of this Section 11(a) shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed
Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 11(a) notwithstanding, and provided that such transfer complies with applicable securities laws and other Applicable Laws, the transfer of any or all of
the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s Immediate Family or a trust for the benefit of Participant’s Immediate Family shall be exempt from the provisions of this
Section 11(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the 

  
 -5- 









 
transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 11(a), and there shall be no further transfer of such Shares except
in accordance with the terms of this Section 11(a). 
 (b) Company’s Right to Purchase upon Involuntary Transfer.
In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 11(a)) of all or a portion of the Shares by the record holder
thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Participant pursuant to this Award Agreement or the Fair Market Value of the Shares on the date of transfer (as
determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty
(30) days following receipt by the Company of written notice by the person acquiring the Shares. 
 (c)
Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such
Shares or interest subject to the provisions of this Award Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Award Agreement are satisfied. 

(e) Termination of Rights. The right of first refusal granted the Company by Section 11(a) and the option to
repurchase the Shares in the event of an involuntary transfer granted the Company by Section 11(a) shall terminate upon 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 U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 11(a) the Company
will remove any stop-transfer notices referred to in Section 11(a) and related to the restrictions in this Section 11 and, if certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be
issued, on request, without the legend referred to in Section 11(a) and delivered to Participant. 
 12. Investment
and Taxation Representations. In connection with the acquisition of the Shares in payment of the vested Award, Participant represents to the Company the following: 

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the Shares. Participant is receiving these securities for investment for his or her own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act or under any applicable provision of U.S. state law. Participant does not have any present intention to transfer the Shares to any person or entity. 

  
 -6- 









 (b) Participant understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. 

(c) Participant further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register or qualify the securities with the U.S. Securities and Exchange
Commission or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the securities. Participant understands that the certificate(s) evidencing the securities will be
imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. Participant agrees that the Company shall have unilateral authority to
amend the Plan and the Award Agreement without Participant’s consent to the extent necessary to comply with the securities or other laws applicable to the issuance of securities. 

(d) Participant is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions.
Participant understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that
resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Participant acknowledges and agrees to the restrictions set forth in paragraph (e) below. 

(e) Participant further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied,
registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the U.S. Securities and
Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s acquisition or disposition
of the Shares. Participant represents that Participant has consulted any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.


  
 -7- 









 13. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable U.S. state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


  

	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 Award 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 shall have been so transferred. 
 14. Nature of Grant. In accepting
the grant, Participant acknowledges, understands and agrees that: 
 (a) the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; 

(b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future Awards, or
benefits in lieu of Awards, even if Awards have been granted in the past; 
 (c) all decisions with respect to future Awards or other
grants, if any, will be at the sole discretion of the Company; 

  
 -8- 









 (d) the Award and Participant’s participation in the Plan shall not create a right to
employment or be interpreted as forming an employment or consulting contract with the Company, the Service Recipient or any Parent, Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Service Recipient or any Parent,
Subsidiary or Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any); 
 (e) Participant is
voluntarily participating in the Plan; 
 (f) the Award and the Shares subject to the Award are not intended to replace any pension rights
or compensation; 
 (g) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of
same, are not granted as consideration for, or in connection with, the service that Participant may provide as a director of a Parent, Subsidiary or Affiliate; 

(h) the Award and the Shares subject to the Award, and the income and value of same, are not part of normal or expected compensation for any
purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; 

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

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of
Participant’s employment or consulting 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 or consulting contract, if any), and in consideration of the grant of the Award, to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, Subsidiary or
Affiliate or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parents, Subsidiaries and Affiliates and the Service Recipient 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 agrees to execute any and all documents necessary to request
dismissal or withdrawal of such claim; 
 (k) for purposes of the Award, Participant’s Continuous Service Status will be considered
terminated as of the date that Participant is no longer actively providing services to the Company or any Parent, Subsidiary or Affiliate (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 providing services or the terms of Participant’s employment or consulting contract, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company,
Participant’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s 

  
 -9- 









 
Continuous Service Status 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 providing services or the terms of Participant’s employment or consulting contract, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for
purposes of Participant’s Award (including whether Participant may still be considered to be providing services while on a leave of absence); and 

(l) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Award Agreement do
not create any entitlement to have the Award 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) neither the Service Recipient nor any Parent, Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation
between Participant’s local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to Participant in payment of the vested Award or the subsequent sale of any Shares acquired at payment. 

15. 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 of Common Stock. Participant is hereby advised to consult with his or her personal tax, legal and
financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. 
 16.
Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may be subject to insider trading restrictions and/or market abuse laws which may affect
Participant’s ability to acquire or dispose of Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as Participant is considered to have “inside information” regarding the
Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.
Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions and that Participant has been advised to speak to his or her personal legal advisor on this matter. 

17. 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 Award Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Service Recipient, the Company and any Parent, Subsidiary
and/or Affiliate for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 

Participant understands that the Company and the Service Recipient may hold certain personal information about Participant, including,
without limitation, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all
Awards or any other entitlement to Shares awarded, canceled, 

  
 -10- 









 
exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. 

Participant understands that Data will be transferred to Certent, or such other 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 the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, Certent 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 purpose 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 Participant 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, Participant’s employment or consulting status or service and
career with the Service Recipient will not be adversely affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant 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. 
 18.
Appendix. Notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in any Appendix to this Award Agreement for Participant’s country. Moreover, if Participant
relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable
for legal or administrative reasons. The Appendix constitutes part of this Award Agreement. 
 19. Effect of
Agreement. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Restricted Stock Unit terms), and
hereby accepts this Award and agrees to be bound by its contractual terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any
questions relating to this Award of Restricted Stock Units. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Award Agreement, the Plan terms and provisions shall prevail. 

  
 -11- 









 20. Miscellaneous. 

(a) No Employment Rights. Nothing in this Award Agreement shall affect in any manner whatsoever the right or power of the
Company, or any Parent, Subsidiary or Affiliate, to terminate Participant’s employment or consulting relationship, for any reason, with or without cause. 

(b) Governing Law and Venue. This Award Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. For purposes of any action, lawsuit or other proceedings
brought to enforce this Award 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. 
 (c)
Entire Agreement; Enforcement of Rights. This Award Agreement, the Plan and the Offer Letter sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior
discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Award Agreement, nor any waiver of any rights under this Award Agreement, shall be effective unless in writing signed by the parties to
this Award Agreement. The failure by either party to enforce any rights under this Award Agreement shall not be construed as a waiver of any rights of such party. 

(d) Severability. If one or more provisions of this Award Agreement are held to be unenforceable under Applicable Laws,
the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Award Agreement,
(ii) the balance of this Award Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Award Agreement shall be enforceable in accordance with its terms. 

(e) Notices. Any notice required or permitted by this Award Agreement shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited with the postal service as certified or registered mail with
postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.  

(f) Counterparts. This Award may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument. 
 (g) Successors and Assigns. The rights and benefits of this
Award Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and 

  
 -12- 









 
assigns. The rights and obligations of Participant under this Award Agreement may not be assigned without the prior written consent of the Company. 

(h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AWARD AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF
SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AWARD AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT. 
 (i) Language. If Participant has received this Award Agreement or any other document related to 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. 

(j) Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company. 
 (k) Imposition of Other Requirements. The Company
reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any Shares acquired under the Plan, 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. 

  
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 APPENDIX 

TO 

NON-U.S. RESTRICTED STOCK UNIT AGREEMENT: 

COUNTRY-SPECIFIC PROVISIONS FOR PARTICIPANTS
OUTSIDE THE U.S. 
 Terms and Conditions 

This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to Participant under the Plan if Participant is an
Employee or Consultant and resides and/or works in one of the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Award Agreement to which this Appendix is attached.

 If Participant is a citizen or resident of a country other than the one in which he or she is currently working and/or residing, transfers to another
country after the Date of Grant indicated in the Notice of Grant or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained
herein shall be applicable to Participant. 
 Notifications 

This Appendix also includes 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 April 2015. Such laws are often complex and change frequently. As a result, Participant should not
rely on the information noted herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date by the time Participant vests in the Restricted Stock Units or
sells the Shares acquired in payment of the vested Restricted Stock Units. 
 In addition, the information contained in this Appendix is general in nature
and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the Applicable Laws may
apply to his or her situation. 
 Finally, Participant understands that if he or she is a citizen or resident of a country other than the one in which he or
she is currently residing and/or working, transfers to another country after the Date of Grant indicated in the Notice of Grant, or is considered a resident of another country under Applicable Laws, the notifications contained herein may not be
applicable to Participant in the same manner. 

  
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 BELGIUM 

Notifications 
 Foreign Asset / Account
Reporting. Bank accounts opened and maintained outside Belgium should be reported on annual tax returns. Details regarding any such account, including the account number, the name of the bank in which such account is held and the country in
which such account is located, should be provided to the National Bank of Belgium in a separate report. 
 BRAZIL

 Terms and Conditions 

Compliance with Law. By accepting the Award, Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any
and all applicable taxes associated with the vesting of the Restricted Stock Units, the issuance of Shares in payment of vested Restricted Stock Units, the receipt of any dividends, and the sale of Shares acquired under the Plan. 

Notifications 
 Exchange Control
Information. Residents and others domiciled in Brazil are 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 would include any Shares acquired under the Plan. 

CANADA 
 Terms
and Conditions 
 Settlement after Vesting. The following provision supplements Section 8 of the Non-U.S. Restricted Stock Unit
Agreement: 
 Notwithstanding any discretion contained in the Plan to make a cash payment pursuant to vested Restricted Stock Units, only Shares may be
issued in payment of vested Restricted Stock Units. 
 Nature of Grant. The following provision replaces Subsection 14(k) of the Non-U.S.
Restricted Stock Unit Agreement: 
 For purposes of the Restricted Stock Units, Participant’s Continuous Service Status will be considered terminated
as of the earliest of: (a) the date that Participant’s employment or consulting relationship with the Company and its Parents, Subsidiaries and Affiliates is terminated; (b) the date that Participant receives notice of termination of
Participant’s employment or consulting relationship with the Company and its Parents, Subsidiaries and Affiliates, regardless of any notice period or period of pay in lieu of such notice required under applicable employment law in the
jurisdiction where Participant is employed or providing services or the terms of Participant’s employment or consulting contract, if any; and (c) the date that Participant is no longer actively providing services to the Company and its
Parents, 








 
Subsidiaries and Affiliates; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock
Units (including whether Participant may still be considered to be providing services while on a leave of absence). 
 The following terms and conditions
apply to Participants resident in Quebec: 
 Language Consent. The parties acknowledge that it is their express wish that this Award
Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 

Consentement Relatif à la Langue. Les parties reconnaissent avoir expressement souhaité que la convention
« Non-U.S. Restricted Stock Unit Agreement » ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement
à la présente convention, soient rédigés en langue anglaise. 
 Data Privacy. This provision
supplements Section 17 of the Non-U.S. Restricted Stock Unit Agreement: 
 Participant hereby authorizes the Company and the Company’s
representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. Participant further authorizes the Company, any Parent, Subsidiary or
Affiliate, the Administrator, as well as a third party stock plan service provider, to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in Participant’s employee or service file.

 Notifications 
 Securities Law
Notification. The sale or other disposal of the shares acquired at settlement of the Restricted Stock Units may not take place within Canada. Consultation with a personal legal advisor prior to selling Shares may be advisable. 

Foreign Asset / Account Reporting. Foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock
Units) of a non-Canadian company, held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds $100,000 at any time during the
year. Thus, the Restricted Stock Units must be reported – generally at a nil cost – if the $100,000 cost threshold is exceeded because of other foreign property held by Participant. When Shares are acquired, their cost will be
the adjusted cost base (“ACB”) of the Shares, which may vary depending on Participant’s individual circumstances. Consultation with a personal tax advisor to ensure compliance with applicable reporting obligations may be
advisable. 








 CHILE 

Notifications 
 Securities Law
Notification. The offer of the Restricted Stock Units constitutes a private offering in Chile effective as of the Date of Grant. The offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Superintendence
of Securities and Insurance (“SVS”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight of the
SVS. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide information about the Restricted Stock Units or Shares in Chile. Unless the Restricted Stock Units and/or the Shares are registered
with the SVS, a public offering of such securities cannot be made in Chile. 
 Spanish Translation 

Informacion sobre la Ley de Valores. Esta oferta de las Unidades de Acciones Restringidas se considera una oferta privada in
Chile efectiva a partir de la Fecha de la Concesión. Esta oferta de las Unidades de Acciones Restringidas se hace sujeta a la regla general no. 336 de la Superintendencia de Valores y Seguros chilena (“SVS”). La
oferta se refiere a valores no inscritos en el registro de valores o en el registro de valores extranjeros de la SVS y, por lo tanto, tales valores no están sujetos a la fiscalización de ésta. Dado que las las Unidades de
Acciones Restringidas no están registradas en Chile, no se requiere que la Compañía provea información sobre las Unidades de Acciones Restringidas o acciones en Chile. A menos que las Unidades de Acciones
Restringidas y/o acciones estén registradas con la SVS, una oferta pública de tales valores no puede hacerse en Chile. 
 Exchange
Control Information. Although repatriation is not required, if the amount of proceeds from the sale of Shares and/or dividends repatriated exceeds US $10,000, such repatriation must be effected through the Formal Exchange Market
(i.e., a commercial bank or registered foreign exchange office). If the repatriated funds are used for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, Annex 1 of the Manual of
Chapter XII of the Foreign Exchange Regulations must be signed and filed directly with the Central Bank of Chile within the first 10 days of the month immediately following the transaction. 

If the value of the aggregate investments held outside of Chile meets or exceeds US $5,000,000 (including the value of Shares acquired under the Plan), the
status of such investments may need to be reported annually to the Central Bank using Annex 3.1 of Chapter XII of the Foreign Exchange Regulations. 

Tax Reporting and Registration Information. If Shares acquired under the Plan are held outside Chile, the details of the investment in the
Shares should be reported in Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad” to the Chilean Internal Revenue Service (the “CIRS”). In order to receive credit against Chilean income taxes for any
taxes paid abroad, the payment of taxes abroad should be reported to the CIRS by filing Tax Form 1853 








 
“Annual Sworn Statement Regarding Credits for Taxes Paid Abroad.” These statements are to be submitted electronically through the CIRS website before March 15 of each year:
www.sii.cl. 
 COLOMBIA 

Terms and Conditions 
 Labor Law
Acknowledgement. Participant acknowledges that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any legal purpose. 

Notifications 
 Exchange Control
Information. Investments in assets located outside of Colombia (including the Shares) are subject to registration with the Central Bank (Banco de la República) if the aggregate value of such investments is US $500,000 or more
(as of December 31 of the applicable calendar year). Further, upon the sale of any Shares registered with the Central Bank, registration is to be cancelled by March 31 of the following year. Fines may apply for failure to cancel such
registration. 
 FINLAND 

There are no country-specific provisions. 

FRANCE 

Terms and Conditions 
 Language
Consent. By accepting the grant of the Restricted Stock Units, Participant confirms having read and understood the documents related to the grant (the Notice of Grant, the Non-U.S. Restricted Stock Unit Agreement and the Plan), which were
provided in the English language. Participant accepts the terms of those documents accordingly. 
 French Translation 

Consentement Relatif à la Langue. En acceptant l’attribution du droit sur des actions assujetti à des
restrictions, le Participant confirme avoir lu et compris les documents relatifs à l’attribution (l’Avis, le Contrat relatif aux droits sur des actions assortis de restrictions pour les bénéficiaires situés hors
des États-Unis, et le Plan) qui ont été fournis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause. 

Notifications 
 Restricted Stock Unit
Type. The Restricted Stock Units are not intended to qualify for specific tax or social security treatment in France. 








 Foreign Asset / Account Reporting. French residents may hold Shares acquired under the Plan outside
of France, provided they declare all foreign accounts, whether open, current, or closed, in the their income tax return. Failure to comply could trigger significant penalties. 

GERMANY 

Notifications 
 Exchange Control
Information. Cross-border payments in excess of €12,500 (including transactions made in connection with the sale of securities) are to be reported monthly to the German Federal Bank (Bundesbank). German residents who make or
receive a payment in excess of this amount in connection with participation in the Plan are to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal
Statistik”) available via Bundesbank’s website (www.bundesbank.de). 
 HONG KONG

 Terms and Conditions 

Securities Law Notification. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong.
Participant should exercise caution in relation to the offer. The Restricted Stock Units and Shares issued in payment of vested Restricted Stock Units do not constitute a public offering of securities under Hong Kong law and are available only to
Employees and/or Consultants of the Company, its Parents, Subsidiaries or Affiliates. The Award Agreement, including this Appendix, the Plan and other incidental communication materials (i) have not been prepared in accordance with and are not
intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (iii) are intended only for the personal use of each eligible Employee or Consultant and may not
be distributed to any other person. If Participant is in any doubt about any of the contents of the Award Agreement, including this Appendix, the Plan or any other incidental communication materials, Participant should obtain independent
professional advice. 
 Limitations on Transfer. The following provision supplements Section 11 of the Non-U.S. Restricted Stock Unit
Agreement: 
 By accepting the Restricted Stock Units, Participant agrees that in the event that the Restricted Stock Units vest and Shares are
issued to Participant within six months of the Date of Grant, Participant agrees that Participant will not dispose of any Shares thus acquired prior to the six-month anniversary of the Date of Grant. 

Form of Settlement. Restricted Stock Units granted to Participants resident in Hong Kong shall be paid in Shares only. In no event shall any of
such Restricted Stock Units be paid in cash, notwithstanding any discretion contained in the Plan to the contrary. 








 Notifications 

Nature of Scheme. The Plan is not intended to be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
 
 INDIA 

Notifications 
 Exchange Control
Information. Any cash dividends paid on Shares acquired under the Plan and any proceeds from the sale of Shares acquired under the Plan are to be repatriated to India within a certain period of time after receipt (180 days or
90 days, respectively). A foreign inward remittance certificate (“FIRC”) will be distributed by the bank where the foreign currency is deposited. The FIRC should be maintained as evidence of the repatriation of funds in the event the
Reserve Bank of India or the Service Recipient requests proof of repatriation. Individuals are responsible for complying with applicable exchange control laws in India. 

Foreign Asset / Account Reporting. The following items are to be reported in an annual tax return: (i) any foreign assets held (including
Shares acquired under the Plan), and (ii) any foreign bank accounts for which one has signing authority. Consultation with a personal tax advisor to ensure proper reporting of foreign assets and bank accounts may be advisable. 

JAPAN 

Notifications 
 Foreign Asset / Account
Reporting. To the extent any assets (including any Shares acquired under the Plan) have a total net fair market value exceeding ¥50 million and are held outside of Japan as of December 31 each year, a report providing details
of such assets is due by March 15th of the following year. Consultation with a personal tax advisor regarding any applicable reporting obligations as to any Restricted Stock Units or Shares held is advisable. 

MEXICO 
 Terms
and Conditions 
 Modification. By accepting the Award, Participant understands and agrees that any
modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment. 

Acknowledgment of the Grant. In accepting the Award, Participant acknowledges that Participant has received a copy of the Plan and the Award
Agreement, including this Appendix, has reviewed the Plan and the Award Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix. Participant
further acknowledges that Participant has read and specifically and expressly approves the Nature of Grant section of the Award Agreement, in which the following is clearly described and established: 









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

  

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

  

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

 Labor Acknowledgment and Policy
Statement. In accepting the grant of this Award, Participant expressly recognizes that the Company, with registered offices at 1740 Technology Drive, Suite 150, San Jose, CA 95110, USA, is solely responsible for the administration of the
Plan and that Participant’s participation in the Plan and acquisition of Restricted Stock Units or Shares do not constitute an employment relationship between Participant and the Company since Participant is participating in the Plan on a
wholly commercial basis and the sole Service Recipient is Nutanix Mexico, S. De R.L. De C.V. (“Nutanix Mexico”), located at Cuernavaca 106 Condesa Cuauhtemoc Distrito Federal 06140. Based on the foregoing, Participant expressly
recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between Participant and the Service Recipient, Nutanix Mexico and do not form part of the employment conditions and/or
benefits provided by Nutanix Mexico, 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 or consulting relationship. 

Participant further understands that his or her participation in the Plan is as a 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 at any time without any liability to Participant. 

Finally, Participant hereby declares that he or she does not reserve to himself 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 Participant therefore grants a full and broad release to the Company, its Parents, Subsidiaries and Affiliates, branches, representative offices,
its shareholders, officers, agents, or legal representatives with respect to any claim that may arise. 
 Spanish Translation 

Modificación 
 Al aceptar el Premio, el
Participante entiende y acuerda que cualquier modificación al Plan o al Acuerdo o su terminación, no cambiará o disminuirá los términos y condiciones de empleo. 

Reconocimiento del Otorgamiento 
 Al aceptar el Premio,
el Participante está de acuerdo en haber recibido una copia del Plan, del Acuerdo incluyendo el presente Anexo “A” y ha revisado el Plan y el Acuerdo, incluyendo este Anexo “A” en su totalidad y comprende y acepta todas
las disposiciones previstas en el Plan, en el Acuerdo, incluyendo el presente Anexo “A”. Asimismo, el Participante reconoce que ha leído 








 
y manifiesta su específica y expresa conformidad con los términos y condiciones establecidos del Acuerdo, en el cual claramente se describe y establece lo siguiente: 

 

	 	(1)	La participación del Participante en el Plan no constituye un derecho adquirido. 

  

	 	(2)	El Plan y la participación del Participante en el Plan se ofrecen por la Compañía de forma completamente discrecional. 


 

	 	(3)	La participación del Participante en el Plan es voluntaria. 

  

	 	(4)	Ni la Compañía ni sus Afiliadas son responsables por la reducción del valor del Premio y/o Acciones Ordinarias emitidas bajo el Plan. 


Reconocimiento de la Legislación Laboral y Declaración de la Política 

Al aceptar el otorgamiento de este Premio, el Participante expresamente reconoce que Nutanix, Inc., con oficinas registradas en 1740 Technology Drive, Suite
150, San Jose, CA 95110, EE.UU., es la única responsable por la administración del Plan y que la participación del Participante en el Plan y en su caso la adquisición de las Unidades de Acciones Restringidas o Acciones no
constituyen ni podrán interpretarse como una relación de trabajo entre el Participante y Nutanix, Inc., ya que el Participante participa en el Plan en un marco totalmente comercial y su único Patrón lo es Nutanix
Mexico, S. De R.L. De C.V. (“Nutanix Mexico”), con domicilio en Cuernavaca 106 Condesa Cuauhtemoc Distrito Federal 06140. Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que
pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Participante y el Patrón Nutanix Mexico y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Nutanix Mexico y que
cualquier modificación al Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones de la relación de trabajo del Participante. 

Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de Nutanix, Inc. y
por lo tanto, Nutanix, Inc. se reserva el absoluto derecho de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna frente el Participante. 

Finalmente, el Participante por este medio declara que no se reserva derecho o acción alguna que ejercitar en contra de Nutanix, Inc. por cualquier
compensación o daño en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a Nutanix, Inc., sus afiliadas,
subsidiarias, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales en relación con cualquier demanda que pudiera surgir. 

NETHERLANDS 
 There
are no country-specific provisions. 








 NEW ZEALAND 

There are no country-specific provisions. 

NORWAY 
 There are
no country-specific provisions. 
 RUSSIA 

Terms and Conditions 
 Data
Privacy. This provision supplements Section 17 of the Non-U.S. Restricted Stock Unit Agreement: 
 Participant understands and agrees
that he or she must complete and return a Consent to Processing of Personal Data (the “Consent”) form to the Company, if requested. Further, Participant understands and agrees that if Participant does not complete and return a Consent form
to the Company, if requested, the Company will not be able to grant Restricted Stock Units to Participant or other awards or administer or maintain such awards. Therefore, Participant understands that refusing to complete a Consent form or
withdrawing his or her consent may affect Participant’s ability to participate in the Plan. 
 U.S. Transaction and Sale
Restrictions. Participant understands that acceptance of the grant of the Restricted Stock Units results in a contract between Participant and the Company completed in the United States and that the Agreement is governed by the laws of the
State of California, without giving effect to the conflict of law principles thereof. Any Shares to be issued to Participant in payment of vested Restricted Stock Units shall be delivered to Participant through a brokerage account in the United
States and in no event will such Shares be delivered to Participant in Russia. Finally, Participant acknowledges that he or she is not permitted to sell or otherwise transfer Shares directly to other individuals in Russia, nor is he or she permitted
to bring any certificates representing the Shares into Russia (if such certificates are actually issued). 
 Notifications 

Securities Law Notification. This Award Agreement, the Plan and all other materials Participant may receive regarding participation in the Plan
do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of Shares under the Plan has not and will not be registered in Russia and hence the shares described in any Plan-related
documents may not be offered or placed in public circulation in Russia. 
 Exchange Control Information. The cash proceeds resulting from the
sale of Shares should be repatriated to Russia under current exchange control regulations. Such proceeds must be initially credited to the seller of the Shares through a foreign currency account opened in the seller’s name at an authorized bank
in Russia. After the funds are initially received in Russia, they may be further remitted to a foreign bank in accordance with Russian exchange control laws. 








 
However, dividends can be held in a foreign currency account at a foreign individual bank account opened in certain countries (including the United States). 

A personal advisor should be consulted regarding the obligations arising from participation in the Plan as significant penalties may apply in the case of
non-compliance with exchange control requirements, which are subject to change. 
 Anti-Corruption Information. Anti-corruption laws prohibit
certain public servants, their spouses and their dependent children from owning any foreign-source financial instruments (e.g., shares of foreign companies). Accordingly, an individual should inform the Company if he or she is covered by
these laws. 
 Labor Law Information. Holding Shares acquired under the Plan after an involuntary termination of employment leads to
disqualification from eligibility for unemployment benefits in Russia. 
 SINGAPORE 

Notifications 
 Securities Law
Notification. The grant of the Restricted Stock Units under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.)
(“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Restricted Stock Units are subject to section 257 of the SFA and individuals should not sell, or offer for sale,
Shares acquired at vesting, unless such sale or offer is made pursuant to the terms of the Award Agreement, including Section 11 of the Non-U.S. Restricted Stock Unit Agreement, and (a) after 6 months of the grant of the Restricted Stock
Units; or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than Section 280) of the SFA. 

Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer and any director, associate director and shadow
director of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. These individuals must notify the Singaporean Affiliate in writing of an interest (e.g., the Restricted Stock Units or
Shares) in the Company, Parent, Subsidiary or Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when Shares are sold), or (iii) becoming
the Chief Executive Officer or a director, associate director or shadow director. 
 SOUTH KOREA

 Notifications 
 Exchange Control
Information. Proceeds from the sale of shares that amount to US$500,000 or more in a single transaction are to be repatriated to Korea within 18 months of the sale due to South Korean exchange control laws. 








 Foreign Asset / Account Reporting. Korean residents are to declare to the Korean tax authority all
foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts holding Shares) in countries that have not entered into an “intergovernmental agreement for automatic exchange of tax information” with Korea, and file a
report with respect to such accounts if the value of such accounts exceeds KRW1 billion (or an equivalent amount in foreign currency). Consultation with a personal tax advisor regarding reporting requirements in Korea, including whether or not there
is an applicable inter-governmental agreement between Korea and any other country where Shares or cash acquired in connection with the Plan may be held, is advisable. 

SPAIN 
 Terms
and Conditions 
 Nature of Grant. The following provision supplements Section 14 of the Non-U.S. Restricted Stock Unit Agreement:

 By accepting the Award, Participant consents to participation in the Plan and acknowledges having received a copy of the Plan document. 

Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who may be
Employees and Consultants throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company, or any Parent, Subsidiary or
Affiliate, on an ongoing basis. Consequently, Participant understands that any grant is given on the assumption and condition that it shall not become a part of any employment or consulting contract (either with the Company or any Parent, Subsidiary
or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and freely accepts that there is no guarantee that any benefit
whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Award and the underlying Shares is unknown and unpredictable. In addition, Participant understands that this grant would not be made but for the
assumptions and conditions referred to above; thus, Participant understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Award shall be
null and void. 
 Further, the vesting of the Restricted Stock Units is expressly conditioned on Participant’s Continuous Service Status, such that if
Participant’s Continuous Service Status is terminated for any reason whatsoever, the Restricted Stock Units may cease vesting immediately, in whole or in part, effective on the date that Participant’s Continuous Service Status is
terminated. This will be the case, for example, even if (1) Participant is considered to be unfairly dismissed without good cause; (2) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal;
(3) Participant terminates his or her Continuous Service Status due to a change of work location, duties or any other employment or contractual condition; (4) Participant terminates his or her Continuous Service Status due to a unilateral
breach of contract by the Company, Parent, Subsidiary or Affiliate; or (5) Participant’s Continuous Service Status is terminated for any other reason whatsoever. Consequently, upon termination of Participant’s









 
Continuous Service Status for any of the above reasons, Participant may automatically lose any rights to Restricted Stock Units that were not vested on the date of Participant’s termination
of Continuous Service Status, as described in the Plan and the Agreement. 
 Notifications 

Securities Law Notification. No “offer of securities to the public,” as defined under Spanish law, has taken place or
will take place in the Spanish territory in connection with the grant of the Restricted Stock Units. The Award Agreement (including this Appendix) has not been, nor will be, registered with the Comisión Nacional del Mercado de Valores
and does not constitute a public offering prospectus. 
 Exchange Control Information. The acquisition and sale of Shares under the Plan
should be declared to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. The acquisition and sale of Shares should be declared by
filing with the Directorate of Foreign Transactions a Form D-5A, with respect to the acquisition of Shares, and a Form D-5B, with respect to the sale of Shares, within one month of acquisition and/or sale. 

When receiving foreign currency payments derived from the ownership of shares of Common Stock (e.g., sale proceeds) exceeding €50,000, the
financial institution receiving the payment should be informed of the basis upon which such payment is made. The following information should be provided to the institution: (i) name, address, and tax identification number; (ii) name and
corporate domicile of the Company; (iii) amount of the payment and currency used; (iv) country of origin; (v) reasons for the payment; and (vi) further information that may be required. 

An electronic declaration to the Bank of Spain reporting any securities accounts (including brokerage accounts held abroad), any foreign instruments
(including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of Shares made by the Company) must be completed if the value of the transactions for all such accounts during the prior year or
the balances in such accounts as of December 31 of the prior year exceeds €1,000,000. If neither the total balances nor total transactions with non-residents during the relevant period exceed €50,000,000, a summarized form declaration
may be used. More frequent reporting is required if such transaction value or account balance exceeds €100,000,000. 
 Foreign Asset / Account
Reporting. Certain information regarding rights or assets (e.g., Shares or cash held in a bank or brokerage account) held outside of Spain with a value in excess of €50,000 per type of right or asset
(e.g., Shares, cash, etc.) as of December 31 each year should be reported on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any
previously-reported rights or assets increases by more than €20,000. The reporting should be completed by the following March 31. 

SWEDEN 
 There are
no country-specific provisions. 








 SWITZERLAND 

Terms and Conditions 
 Notifications

 Securities Law Notification. The Award is considered a private offering in Switzerland. Neither this document nor any other
materials relating to the Restricted Stock Units constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the Restricted Stock Units
may be publicly distributed nor otherwise made publicly available in Switzerland. 
 TAIWAN 

Notifications 
 Securities Law
Notification. The Award and the Shares to be issued pursuant to the Plan are available only for Employees and Consultants. The Award is not a public offer of securities by a Taiwanese company. 

Exchange Control Information. Foreign currency (including proceeds from the sale of Shares) may be acquired and remitted into Taiwan up to
US$5,000,000 per year. If the transaction amount is TW$500,000 or more in a single transaction, a Foreign Exchange Transaction Form and supporting documentation to the satisfaction of the remitting bank must be submitted. 

THAILAND 

Notifications 
 Exchange Control
Information. All cash proceeds arising from the sale of Shares issued in payment of vested Restricted Stock Units, or from cash dividends paid on Shares, should be repatriated to Thailand immediately following the receipt of the cash
proceeds if the amount of such proceeds received in a single transaction amounts to US$50,000 or more. Such repatriated proceeds must then be converted to Thai Baht or deposited into a foreign currency account opened with any commercial bank in
Thailand within 360 days of such repatriation. If the amount of such repatriated proceeds is US$50,000 or more, the inward remittance to the Bank of Thailand must be specifically reported on a foreign exchange transaction form. Failure to comply
with these obligations may result in penalties assessed by the Bank of Thailand. Consultation with a personal advisor before taking action with respect to remittance of proceeds from the sale of Shares or receipt of dividends into Thailand is
advisable. 
 TURKEY 

Notifications 
 Securities Law
Notification. The sale of Shares acquired under the Plan is not permitted within Turkey. The sale of Shares acquired under the Plan must be in accordance with the terms of the 








 
Award Agreement, including Section 11 of the Non-U.S. Restricted Stock Unit Agreement, and must occur outside of Turkey. 

UNITED ARAB EMIRATES 

Notifications 
 Securities Law
Notification. Participation in the Plan is being offered only to eligible Employees and Consultants and is in the nature of providing equity incentives to Employees and Consultants in the United Arab Emirates. The Plan and the Award
Agreement are intended for distribution only to such Employees and Consultants and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the
securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved
the Plan or the Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents. 

UNITED KINGDOM 

Terms and Conditions 
 Settlement after
Vesting. The following provision supplements Section 8 of the Non-U.S. Restricted Stock Unit Agreement: 
 Notwithstanding any discretion
contained in the Plan to make a cash payment pursuant to vested Restricted Stock Units, only Shares may be issued in payment of vested Restricted Stock Units granted hereunder. 

Joint Election for Transfer of Liability for Employer National Insurance Contributions. As a condition of participation in the Plan and the
vesting of the Restricted Stock Units, Participant agrees to accept liability for any secondary Class 1 national insurance contributions (“NICs”) which may be payable by the Service Recipient in connection with any event giving rise
to tax liability in relation to this Award (the “Employer NICs”). The Employer NICs may be collected by the Company or, if different, the Service Recipient using any of the methods described in Section 9 of the Non-U.S.
Restricted Stock Unit Agreement. Without prejudice to the foregoing, Participant agrees to execute a joint election with the Company or the Service Recipient (a “Joint Election”), the form of such Joint Election being formally
approved by Her Majesty’s Revenue and Customs (“HMRC”), and any other consent or elections required to accomplish the transfer of the Employer NICs to Participant. Participant further agrees to execute such other elections as
may be required by any successor to the Company and/or the Service Recipient for the purpose of continuing the effectiveness of Participant’s Joint Election. Participant must enter into the Joint Election attached to this Appendix concurrent
with the execution of the Award Agreement. 
 Section 431 Election. As a condition of participation in the Plan and the vesting of the
Restricted Stock Units, Participant agrees to enter into, jointly with the Service Recipient, the joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 








 
(“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA 2003) (the “431
Election”), and further agrees that Participant will not revoke such 431 Election at any time. This 431 Election will be to treat the Shares as if they were not restricted securities (for U.K. tax purposes only). By Participant’s
acceptance of the Notice of Grant through the Company’s online acceptance procedure (or by Participant’s signature on the Notice of Grant), Participant agrees to enter into the 431 Election in the form attached to this Appendix.
Participant also agrees to sign a hard copy of the 431 Election, in a form substantially the same as that attached to this Appendix, and send it to the Company or the Service Recipient. 

Responsibility for Taxes. The following provision supplements Section 9 of the Non-U.S. Restricted Stock Unit Agreement: 

If payment or withholding of the income tax is due in connection with the Restricted Stock Units and is not made within ninety (90) days after the end of
the U.K. tax year in which the income tax liability arises or such other period specified in Section 222(1)(c) of the ITEPA 2003 (the “Due Date”), the amount of any uncollected income tax will constitute a loan owed by
Participant to the Service Recipient, effective on the Due Date. Participant agrees that the loan will bear interest at then-current Official Rate of HMRC, that it will be immediately due and repayable, and that the Company or the Service Recipient
may recover it at any time thereafter by any of the means referred to in the Award Agreement. 
 Notwithstanding the foregoing, if Participant is a director
or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), Participant will not be eligible for such a loan to cover the income tax due as described above. In the event
that Participant is a director or executive officer and the income tax is not collected from or paid by Participant by the Due Date, the amount of any uncollected tax may constitute a benefit to Participant on which additional income tax and NICs
may be payable. Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Service Recipient (as applicable) for the value of
any employee NICs due on this additional benefit, which the Company and/or the Service Recipient may recover from Participant by any of the means referred to in the Award Agreement. 








 Section 431 Election for U.K. Participants 

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 

  

			
	Participant	  	  

		
	 whose National Insurance Number is
	  	  


 and 
 Nutanix Limited (who is
Participant’s employer, referred to herein as the “Service Recipient”): 
 of Company Registration Number 8042807. 

 

	2.	Purpose of Election 

 This joint election is made pursuant to section 431(1) or 431(2) 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 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. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax
will be payable (with PAYE and NIC where the securities are Readily Convertible Assets). 

 

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 Participant and applies to: 
  

			
	Number of securities:	  	All securities to be acquired by Participant pursuant to any restricted stock units granted to Participant under the terms of the Nutanix, Inc. 2010 Stock Plan.
		
	Description of securities:	  	Shares of common stock
		
	Name of issuer of securities:	  	Nutanix, Inc. (the “Company”)

 to be acquired by Participant at any time under the terms of the Nutanix, Inc. 2010 Stock Plan. 

Extent of Application 
 This election disapplies to 








 S.431(1) ITEPA: All restrictions attaching to the securities 

 

	4.	Declaration 

 This election will become irrevocable upon the later of its execution or the acquisition
(and each subsequent acquisition) of employment-related securities to which this election applies. 
 By Participant’s acceptance of the Notice of
Grant through the Company’s online acceptance procedure and by the scanned signature of the Service Recipient’s representative on the Notice of Grant (or by Participant’s signature and the signature of the Service Recipient’s
representative on the Notice of Grant), Participant and the Service Recipient agree to be bound by the terms of this joint election as stated above. 
 In
signing this joint election, we agree to be bound by its terms as stated above. 
  

					
	  
	 		  	        /        /            
	Signature (Employee)	 		  	        Date
			
	  
	 		  	        /        /            
	Signature (for and on behalf of the Service Recipient)	 		  	        Date
			
	  
	 		  	
	Title of Service Recipient Representative	 		  	

 Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a
security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition. 
 Please print and sign a copy
of this election. Once signed, please send this election to 1740 Technology Dr., Suite 150, San Jose, California 95110, United States, Attn: Mary Pegues, or mary.pegues@nutanix.com. 








 Joint Election for Transfer of Liability for 

Employer National Insurance Contributions to Employee 

Election to Transfer the Employer’s National Insurance Liability to the Employee 

This Election is between: 
  

	A.	[NAME OF EMPLOYEE] (the “Employee”), who is employed by a UK company listed in the attached Schedule (the “Employer”) and who is eligible to receive restricted stock units (“Awards”)
pursuant to the Nutanix, Inc. 2010 Stock Plan (the “Plan”), and 

  

	B.	Nutanix, Inc., with its registered office at 1740 Technology Drive, Suite 150, San Jose, CA 95110, USA (the “Company”), which may grant Awards under the Plan and is entering into this Election on behalf of the
Employer. 

  

	1.	Introduction 

  

	1.1	This Election relates to all Awards granted to the Employee under the Plan up to the termination date of the Plan. 

  

	1.2	In this Election the following words and phrases have the following meanings: 

  

	 	(a)	“Chargeable Event” means, in relation to the Awards: 

  

	 	(i)	the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA 2003); 

  

	 	(ii)	the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA 2003); 

  

	 	(iii)	the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA 2003); 


 

	 	(iv)	post-acquisition charges relating to the Awards and/or shares acquired pursuant to the Awards (within section 427 of ITEPA 2003); and/or 


 

	 	(v)	post-acquisition charges relating to the Awards and/or shares acquired pursuant to the Awards (within section 439 of ITEPA 2003). 

  

	 	(b)	“ITEPA 2003” means the Income Tax (Earnings and Pensions) Act 2003. 

  

	 	(c)	“SSCBA” means the Social Security Contributions and Benefits Act 1992. 

  

	1.3	This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the
Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA. 

  

	1.4	This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social
Security Contributions and Benefits (Northern Ireland) Act 1992. 










	1.5	This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA 2003 (employment income: securities with
artificially depressed market value). 

  

	2.	The Election 

 The Employee and the Company jointly elect that the entire liability of
the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he or she will become personally liable for the
Employer’s Liability covered by this Election. This Election is made in accordance with paragraph 3B(1) of Schedule 1 of the SSCBA. 
  

	3.	Payment of the Employer’s Liability 

  

	3.1	The Employee hereby authorizes the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event: 


 

	 	(i)	by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or 


 

	 	(ii)	directly from the Employee by payment in cash or cleared funds; and/or 

  

	 	(iii)	by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or 


 

	 	(iv)	by any other means specified in the applicable award agreement. 

  

	3.2	The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Employee until full payment of the Employer’s Liability is received.


  

	3.3	The Company agrees to procure the remittance by the Employer of the Employer’s Liability to Her Majesty’s Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month
during which the Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically). 


 

	4.	Duration of Election 

  

	4.1	The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability
becomes due. 

  

	4.2	Any reference to the Company and/or the Employer shall include that entity’s successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. This Election will
continue in effect in respect of any awards which replace the Awards in circumstances where section 483 of ITEPA 2003 applies. 

  

	4.3	This Election will continue in effect until the earliest of the following: 

  

	 	(i)	the Employee and the Company agree in writing that it should cease to have effect; 










	 	(ii)	on the date the Company serves written notice on the Employee terminating its effect; 

  

	 	(iii)	on the date Her Majesty’s Revenue & Customs withdraws approval of this Election; or 

  

	 	(iv)	after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.


  

	4.4	This Election will continue in force regardless of whether the Employee ceases to be an employee of the Employer. 


[Signature page follows] 








 Acceptance by the Employee 

The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election. 

 

			
	Signature	 	  

		
	Date	 	  


 Acceptance by the Company 

The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorized representative to appear on this Election,
the Company agrees to be bound by the terms of this Election. 
  

			
	Signature for and on behalf of the Company	 	  

		
	Position	 	  

		
	Date	 	  










 Schedule of Employer Companies 

The employing company to which this Election relates is: 
  

			
	 Name
	  	[                                ]
	 Registered Office:
	  	[                                ]
	 Company Registration Number:
	  	[                                ]
	 Corporation Tax District:
	  	[                                ]
	 Corporation Tax Reference:
	  	[                                ]
	 PAYE Reference:
	  	[                                ]









 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

(INTERNATIONAL) 
 [Optionee] 

[OptioneeAddress1] 
 [OptioneeAddress2] 

You have been granted an option to purchase Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), as
follows: 
  

			
	Date of Grant:	  	                      
		
	Exercise Price Per Share:	  	$                    
		
	Total Number of Shares:	  	                      
		
	Total Exercise Price:	  	$                    
		
	Type of Option:	  	                      
		
	Expiration Date:	  	                      
		
	Vesting Commencement Date:	  	                      
		
	Vesting/Exercise Schedule:	  	So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: [Insert Vesting Schedule].
		
	Termination Period:	  	You may exercise this Option for 3 month(s) after termination of your Continuous Service Status except as set out in Section 0 of the Stock Option Agreement (but in no event later than the Expiration Date). You are
responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	Transferability:	  	You may not transfer this Option.










 By your signature and the signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the terms and conditions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to
the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your
employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to
the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation,
and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred
compensation under Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	  

	  

		
	Fax:	 	  

	email:	 	  




  
 2 









 NUTANIX, INC. 

2010 STOCK PLAN 

STOCK OPTION AGREEMENT 

1. Grant of Option. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants to
«Optionee» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the
“Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted
by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 

2. Designation of Option. For U.S. taxpayers, this Option is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.

 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all
other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each
Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 

For non-U.S. taxpayers, this Option will be designated as a Nonstatutory Stock Option. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule
set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise. 

(i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 0 below, subject to the limitations contained in this Section 0. 
 (iii) In no event may this Option be
exercised after the Expiration Date set forth in the Notice. 








 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or of any
other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such
means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate Exercise Price for the purchased Shares. 

(ii) Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Optionee, unless and
until satisfactory arrangements (as determined by the Administrator) will have been made by Optionee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items
related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”) which the Company determines must be withheld with respect to such Shares. Payment of Tax-Related Items may not be effectuated by
surrender of other Shares with a Fair Market Value equal to the amount of any Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items
by reducing the number of Shares otherwise deliverable to Optionee. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Option exercise, Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. Further, if Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date
of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges and agrees that the Company and/or Optionee’s employer (the “Employer”), or former employer, as applicable, may be required to withhold or account
for tax in more than one jurisdiction. 
 (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver
any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time
as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws,
including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to
the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to Optionee on the date on which this Option is exercised with respect to such Shares. 

  
 2 









 (iv) Subject to compliance with Applicable Laws, this Option shall be deemed to be exercised
upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following,
at the election of Optionee: 
 (a) cash or check; 

(b) cancellation of indebtedness; 

(c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other shares of Common Stock of the Company (either
directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or 

(d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise. 

5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any
reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 0. If Optionee does not exercise this Option within the Termination Period set forth in the Notice or the
termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the Notice. 

(a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of
Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock at the date of such termination, exercise this Option during the Termination Period set forth in the Notice. 

(b) Other Terminations. In connection with any termination other than a termination covered by Section 0, Optionee may
exercise this Option only as described below: 
 (i) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within 6 month(s) following the date of such termination, exercise this Option to the extent Optionee is vested in the Optioned Stock. 

(ii) Death of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 month(s) following Optionee’s Termination Date, this Option may be exercised at any time within 9 month(s) following the date of death (or, if earlier, the date Optionee’s Continuous
Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is vested in this Option. 

  
 3 









 (iii) Termination for Cause. In the event Optionee’s Continuous Service
Status is terminated for Cause, the Option shall terminate immediately upon such termination for Cause. In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such
relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period. 

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws
of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of
the Company or the underwriters managing such offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue
to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend
beyond 216 days after the effective date of the registration statement.  
 8. Effect of Agreement. Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be
bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 

9. Nature of Grant. In accepting the Option, Optionee 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; 

  
 4 









 (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) Optionee 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 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 Optionee exercises the Option and acquires Share, the value of such Shares may increase or decrease in value, even below the exercise
price; 
 (j) for purposes of the Option, Optionee’s engagement as an Employee or Consultant will be considered terminated as of the
date Optionee no longer actively provides services to the Company or any Parent or 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
Optionee is an Employee or Consultant or the terms of Optionee’s engagement agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Administrator, (i) Optionee’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., Optionee’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 Optionee is an Employee or Consultant or Optionee’s engagement agreement, if any, unless Optionee is providing bona fide services during such time); and (ii) the period (if
any) during which Optionee may exercise the Option after such termination of Continuous Service Status will commence on the date Optionee ceases to actively provide services and will not be extended by any notice period mandated under
employment laws in the jurisdiction where Optionee is employed or terms of Optionee’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Optionee is no longer actively providing services for
purposes of his or her Option grant (including whether Optionee may still be considered to be providing services while on a leave of absence); 

  
 5 









 (k) 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; and 
 (l) the following provisions apply only if Optionee 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;

 (ii) Optionee acknowledges and agrees that none of the Company, the Employer, or any Parent or Subsidiary shall be liable for any
foreign exchange rate fluctuation between Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the exercise of the Option or the subsequent sale of any
Shares acquired upon exercise; and 
 (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option
resulting from the termination of Optionee’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is an Employee or Consultant
or the terms of Optionee’s engagement agreement, if any), and in consideration of the grant of the Option to which Optionee is otherwise not entitled, Optionee irrevocably agrees never to institute any claim against the Company, any Parent, any
Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Subsidiary 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, Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. 

10. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding
Optionee’s participation in the Plan before taking any action related to the Plan. 
 11. Data Privacy.
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this Agreement and any other Option grant materials by and among, as
applicable, the Employer, the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. 

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited
to, Optionee’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 stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 

  
 6 









 Optionee understands that Data will be transferred to 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. Optionee understands that the recipients of the 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 Optionee’s country. Optionee 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 the Data by contacting his or her local human resources representative. Optionee 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 Optionee’s
participation in the Plan. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that if he or she resides outside the United
States, 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, Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If Optionee does not consent, or if Optionee later seeks to revoke his or her
consent, his or her engagement as a service provider and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Optionee’s consent is that the Company would not be able to grant Optionee
Options or other equity awards or administer or maintain such awards. Therefore, Optionee understands that refusing or withdrawing his or her consent may affect Optionee’s ability to participate in the Plan. For more information on the
consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that he or she may contact his or her local human resources representative. 

11. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached and
the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 

  
 7 









 (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Option may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

[Signature Page Follows] 

  
 8 









 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their
officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE



  
 9 









 EXHIBIT A 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                    , by and between Nutanix, Inc., a Delaware corporation (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2010 Stock Plan (the “Plan”). 

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to
purchase                  shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement
granted «GrantDate» (the “Option Agreement”). The purchase price for the Shares shall be $             per Share for a total purchase price of
$            . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of
the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate Exercise Price by any method listed in Section 0 of the Option Agreement, and the satisfaction of any applicable tax withholding
obligations, all in accordance with the provisions of Section 0 of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of the Company
or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate representing the Shares as soon as practicable
following such date. 
 3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable
securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred
to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 0 (the “Right of First Refusal”). 
 (i) Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or









 
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed
sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(iv) Holder’s Right to Transfer. If all of the 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 0, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that
such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the
Proposed Transferee agrees in writing that the provisions of this Section 0 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee
within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the
Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception for Certain Family
Transfers. Anything to the contrary contained in this Section 0 notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on
Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 0. “Immediate Family” as used
herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 0, and
there shall be no further transfer of such Shares except in accordance with the terms of this Section 0. 
 (b) Company’s
Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 0 above) of
all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the
Shares on the date of transfer (as determined by the 

  
 2 









 
Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 
 (c)
Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or
interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e) Termination of Rights. The right of first refusal granted the Company by Section 0 above and the option to repurchase
the Shares in the event of an involuntary transfer granted the Company by Section 0 above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 0 above the Company will remove any
stop-transfer notices referred to in Section 0 below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be issued, on request,
without the legend referred to in Section 0 below and delivered to Purchaser. 
 4. Investment and Taxation
Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following: 
 (a) Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for
investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not
have any present intention to transfer the Shares to any person or entity. 
 (b) Purchaser understands that the Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the
securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

  
 3 









 (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things,
that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under
certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph
(e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

5. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”



  
 4 










	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 6. No Employment Rights. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue
to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend
beyond 216 days after the effective date of the registration statement. 
 8. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  
 5 









 (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

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

[Signature Page Follows] 

  
 6 









 The parties have executed this Exercise Agreement as of the date first set forth above. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

		
	Address:	 	
	  

	  

	
	PURCHASER:
	
	  

	«Optionee»
		
	Address:	 	  

	  

		
	Fax:	 	  

	email:	 	  




  
 7 









 I,
                    , spouse of Optionee (“Purchaser”), have read and hereby approve the foregoing Agreement. In
consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I
may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	Spouse of Purchaser (if applicable)



  
 8 









 EXHIBIT B 

NUTANIX, INC. 
 2010
STOCK PLAN 
 COUNTRY-SPECIFIC TERMS AND CONDITIONS 

FOR OPTIONEES OUTSIDE OF THE U.S. 

Terms and Conditions 
 This Exhibit B includes
additional terms and conditions that govern the Option granted to Optionee under the Plan if Optionee resides and/or works in one of the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Plan and/or the Agreement to which this Exhibit B is attached. 
 If Optionee is a citizen or resident of a country other than the one in which he or
she is currently working and/or residing, transfers to another country after the Date of Grant, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special
terms and conditions contained herein shall be applicable to Optionee. 
 Notifications 

This Exhibit B also includes information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s
participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2014. Such laws are often complex and change frequently. As a result, the Company strongly
recommends that Optionee not rely on the information noted herein as the only source of information relating to the consequences of Optionee’s participation in the Plan because the information may be out of date by the time Optionee vests in or
exercises this Option or sells any Shares. 
 In addition, the information contained in this Exhibit B is general in nature and may not apply to
Optionee’s particular situation, and the Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee is advised to seek appropriate professional advice as to how the applicable laws in his or her country may
apply to his or her situation. 
 Finally, Optionee understands that if he or she is a citizen or resident of a country other than the one in which he or
she is currently residing and/or working, transfers to another country after the Date of Grant, or is considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to Optionee in the same
manner. 








 CHILE 

Terms and Conditions 
 Exchange Control
Obligations. In connection with the grant of the Option, Optionee agrees to comply with the following exchange control obligations concerning any Shares or proceeds from those Shares Optionee receives under the Plan: 

(a) If Optionee remits funds in excess of US$10,000 out of Chile in connection with the exercise of the Option, the remittance must be made
through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) in compliance with the requirements of the entity through which the remittance is made. 

(b) If the Company permits and Optionee exercises the Option using a cashless method of exercise and the aggregate value of the Exercise
Price exceeds US$10,000, Optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the exercise date. 

(c) Optionee is not required to repatriate any proceeds obtained from the sale of Shares to Chile; however, if Optionee decides to repatriate
proceeds from the sale of Shares and the amount of the proceeds to be repatriated exceeds US$10,000, Optionee must effect such repatriation through the Formal Exchange Market. If Optionee does not repatriate the proceeds and use such proceeds for
the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, Optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank of
Chile within the first 10 days of the month immediately following the transaction. 
 (d) If the value of Optionee’s aggregate
investments held outside of Chile (including the value of Shares acquired under the Plan) is equal to or greater than US$5,000,000 at any time during the year, Optionee must report the status of such investments annually to the Central Bank using
Annex 3.1 of Chapter XII of the Foreign Exchange Regulations of the Central Bank. 
 Notifications 

Securities Law Notification. The offer of the options constitutes a private offering in Chile effective as of January 28, 2015. The offer of
the options is made subject to general ruling n° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”). The offer refers to securities not registered at the securities registry or at the foreign securities
registry of the SVS, and, therefore, such securities are not subject to oversight of the SVS. Given that the options are not registered in Chile, the Company is not required to provide information about the options or shares in Chile. Unless the
options and/or the shares are registered with the SVS, a public offering of such securities cannot be made in Chile. 
 La oferta de las opciones se
considera una oferta privada in Chile efectiva a partir del 28 de enero del 2015. La oferta de las opciones se hace sujeta a la regla general no. 336 de la Superintendencia de Valores y Seguros chilena (“SVS”). La oferta se refiere a
valores no 








 
inscritos en el registro de valores o en el registro de valores extranjeros de la SVS y, por lo tanto, tales valores no están sujetos a la fiscalización de ésta. Dado que las
opciones no están registradas en Chile, no se requiere que Nutanix, Inc. provea información sobre las opciones o las acciones en Chile. A menos que las opciones y/o las acciones estén registradas con la SVS, una oferta
pública de tales valores no puede hacerse en Chile. 
 Tax Reporting Obligation. If Optionee holds Shares acquired under the Plan
outside of Chile, Optionee should comply with any obligation to report to the Chilean Internal Revenue Service (the “CIRS”) investments in the Shares on an annual basis by Filing Tax Form 1851 “Annual Sworn Statement Regarding
Permanent Investments Held Abroad.” This form may be submitted electronically through the CIRS website (www.sii.cl) before March 15 of each year. 

SOUTH AFRICA 
 Terms and
Conditions 
 Exercise of Option. The following provision, which supplements Section 3(b) of the Agreement, applies if Optionee is
an Employee. 
 (a) Optionee may exercise this Option as provided in the Agreement, the Exercise Agreement, the Notice, and the Plan.
Optionee is required to immediately notify the Employer of the amount of any gain realized at exercise of the Options. If Optionee fails to advise the Employer of such gain, Optionee may be liable for a fine. 

(b) If Optionee exercises this Option by a cash exercise, Optionee must obtain and provide to the Employer, or any third party designated by
the Company or the Employer, a Tax Clearance Certificate (with respect to foreign investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“SARS”). Optionee must
renew this Tax Clearance Certificate every twelve months or as frequently as otherwise may be required by the SARS. 
 Notifications 

Exchange Control Notification. Under current South African exchange control policy, if Optionee is a South African resident, Optionee may invest
a maximum of ZAR5,000,000 per annum in offshore investments, including in Shares. The first ZAR1,000,000 annual discretionary allowance requires no prior authorization. The next ZAR4,000,000 requires tax clearance. This limit does not apply to
Optionee if Optionee is a non-resident employee. It is Optionee’s responsibility to ensure that Optionee does not exceed this limit and that he or she obtains the necessary tax clearance for remittances exceeding ZAR1,000,000. This limit is a
cumulative allowance; therefore, Optionee’s ability to remit funds for a cash exercise will be reduced if Optionee’s foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Plan. Because exchange
control regulations are subject to frequent change, Optionee should consult Optionee’s personal legal advisor before exercising this Option to ensure compliance with current regulations. Optionee is solely responsible for ensuring compliance
with all exchange control laws in South Africa. 








 TAIWAN 

Notifications 
 Securities Law
Notification. The offer of participation in the Plan is available only for Employees and/or Consultants in Taiwan. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company. 

Exchange Control Notification. The acquisition or conversion of foreign currency and the remittance of such amounts (including proceeds from the
sale of Shares) to Taiwan may trigger certain annual or periodic exchange control reporting. If the transaction amount is TWD500,000 or more in a single transaction, Optionee may be required to submit a Foreign Exchange Transaction Form and provide
supporting documentation to the satisfaction of the remitting bank. Remittances of funds for the purchase of Shares under the Plan must be made through an authorized foreign exchange bank in Taiwan. 

TURKEY 
 Notifications

 Securities Law Notification. Any offer of Options by the Company to Optionee is intended as a private offering which is not subject
to prior clearance from the Capital Market Board. If Optionee acquires Shares upon the exercise of an Option, Optionee may be subject to certain securities law requirements upon the sale of such Shares, particularly if the sale takes place within
Turkey. If the Company’s Shares become publicly traded on a market outside Turkey, Shares may be sold on such exchange, and Optionee may be required to seek the assistance of a bank or financial institution licensed in Turkey to complete the
trade. 
 Exchange Control Notification. Exchange control regulations require Turkish residents to buy Shares through intermediary financial
institutions that are approved under the Capital Market Law (i.e., banks licensed in Turkey). Therefore, if Optionee is a Turkish resident who exercises his or her Option by sending funds from Turkey to the United States to pay the Exercise
Price, Optionee should remit such funds through a bank or other financial institution licensed in Turkey. A wire transfer of funds by a Turkish bank will satisfy the requirement. 








 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

(Canadian Recipients) 
 [Optionee] 

[OptioneeAddress1] 
 [OptioneeAddress2] 

You have been granted an option to purchase Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), as
follows: 
  

			
	Date of Grant:	  	                    
		
	Exercise Price Per Share:	  	US$             
		
	Total Number of Shares:	  	                    
		
	Total Exercise Price:	  	US$             
		
	Type of Option:	  	Nonstatutory
		
	Expiration Date:	  	                    
		
	Vesting Commencement Date:	  	                    
		
	Vesting/Exercise Schedule:	  	So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: [Insert Vesting Schedule]
		
	Termination Period:	  	You may exercise this Option for 3 month(s) after termination of your Continuous Service Status except as set out in Section      of the Stock Option Agreement (but in no event later than the Expiration
Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	Transferability:	  	You may not transfer this Option.









 By your signature and the signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the terms and conditions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to
the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your
employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to
the extent applicable, the Exercise Price Per Share has been set in good faith compliance at an amount no less than the fair market value of the Common Stock of the Company as of the Date of Grant. However, there is no guarantee that the Canada
Revenue Agency or any other applicable taxation authority will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this
Option if, in fact, the Canada Revenue Agency or any other applicable taxation authority were to determine a different valuation. 
 The
provisions of this Notice of Stock Option Grant are qualified in their entirety by the more detailed provisions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement and, in the event of an inconsistency, the provisions thereof shall
override the provisions of this Notice. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	  

	  

		
	Fax:	 	  

	email:	 	  




  
 2 









 NUTANIX, INC. 

2010 STOCK PLAN 

STOCK OPTION AGREEMENT 

1. Grant of Option. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants to
«Optionee» who is a Canadian resident for purposes of the Income Tax Act (Canada) (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the
“Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and
provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the
meanings defined in the Plan. 
 2. Designation of Option. This Option is intended to be a Nonstatutory Stock Option. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out
in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise. 

(i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 0 above, subject to the limitations contained in this Section 0. 
 (iii) In no event may this Option be
exercised after the Expiration Date set forth in the Notice. 
 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or of any other
form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such
means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate Exercise Price for the purchased Shares. 








 (ii) Upon the exercise of an Option by the Optionee, the sole form in which payment may be made
by the Company to the Optionee shall be the delivery of the Shares subject to the Option. 
 (iii) As a condition to the exercise of this
Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, provincial or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or
disposition of Shares. The Company shall have no right to retain or withhold any Shares otherwise required to be delivered to the Optionee in order to satisfy any tax withholding obligations. The Optionee shall not be permitted to satisfy any tax
withholding obligations related to the exercise of an Option by delivering Shares to the Company or by electing to have the Company withhold a portion of the Shares otherwise required to be delivered to him or her upon exercise of such Option.
Notwithstanding the preceding, if the Optionee so elects and the Company in its sole discretion agrees, the Company may redeem for cash a portion of that Optionee ‘s Option and apply the cash on behalf of the Optionee in satisfaction of the tax
withholding obligation attributable to the exercise of an Option. If any Optionee makes such an election and the Company has agreed with any such election, then the Company further covenants that will elect pursuant to subsection 110(1.1) of the
Income Tax Act (Canada) and any similar legislation of a Canadian province (the “Tax Act”) in prescribed form and in prescribed manner in respect of the exercise of Options held by the Optionee for which the Optionee is entitled to a
deduction under subsection 110(1)(d) of the Tax Act, that neither the Company nor any person who does not deal at arm’s length (within the meaning of the Tax Act) with the Company, will deduct in computing income for the purposes of the Tax Act
any amount (other than designated amounts permitted under the Tax Act) in respect of a payment made to the Optionee in consideration for the surrender of their Options. The Company will provide such Optionee with evidence in writing of such
election. 
 (iv) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of
this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved
by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal
or state securities laws, any Canadian securities laws, or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the
exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered issued to
Optionee on the date on which this Option is duly exercised with respect to such Shares. 
 (v) Subject to compliance with Applicable Laws,
this Option shall be deemed to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

  
 2 









 4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination of the following, at the election of Optionee: 
 (a) cash or check; or 

(b) cancellation of indebtedness; 
 The Optionee
shall not be permitted to satisfy any portion of the exercise price of the Option by delivering Shares to the Company or by electing to have the Company withhold a portion of the Shares otherwise required to be delivered to him or her upon exercise
of such Option. 
 5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service
Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 0. If Optionee does not exercise this Option within the Termination Period set forth in the
Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the Notice. 

(a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of
Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock at the date of such termination, exercise this Option during the Termination Period set forth in the Notice. 

(b) Other Terminations. In connection with any termination other than a termination covered by Section 0, Optionee may
exercise this Option only as described below: 
 (i) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within 6 month(s) following the date of such termination, exercise this Option to the extent Optionee is vested in the Optioned Stock. For
the avoidance of doubt, this Section 5(b)(i) assumes that a termination of Continuous Service Status as a result of Disability is because Optionee’s employment contract has been “frustrated” under Applicable Laws. 

(ii) Death of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 month(s) following Optionee’s Termination Date, but in all cases subject to the provisions of Section 0, this Option may be exercised at any time within 9 month(s) following the date of
death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is vested in
this Option (but for greater certainty, not after the Expiration Date). 
 (iii) Termination for Cause. In the event
Optionee’s Continuous Service Status is terminated for Cause, the Option shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status for Cause. In the event
Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the
Option, shall be suspended during the investigation period. 

  
 3 









 (c) Military Leave. For the purposes of this Option and the application of the Plan
in respect hereto, the provisions of Sections (9)(a)(ii) and 10(b)(ii) of the Plan which refer to military leave protections under the “Uniform Services Employment and Reemployment Rights Act” shall be interpreted to refer to any
other applicable employment or labour standards legislation relating to military leave. 
 (d) Disregarding Notice of
Termination. The provisions of Section 9(b) of the Plan will apply regardless of whether the Optionee is entitled to a period of notice of termination which would otherwise permit a greater portion of the Option to vest in the Optionee
or be exercised. Without limiting the generality of the foregoing, termination and the expiry of the period within which the Option will vest and may be exercised shall be based upon the last day of actual service by the Optionee to the Company (and
specifically does not include any period of notice that the Company may be required to provide to the Optionee). 
 6.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 
 7. Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, Optionee hereby agrees not to sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the
Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing
underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the
terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to
accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict between 

  
 4 









 
the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Notice and Agreement terms and provisions shall prevail and shall be considered an
amendment of the Plan. 
 9. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached and
the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. or Canadian mail as certified or registered mail with
postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Option may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

(g) English Language. The parties hereby confirm their express wish that this Agreement and all documents, agreements or notices
directly or indirectly related hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que le présent contrat ainsi que tous les documents, conventions ou avis s’y rattachant directement ou
indirectement soient rédigés en langue anglaise.  

  
 5 









 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their
officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE



  
 6 









 EXHIBIT A 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                            , by and between Nutanix, Inc., a Delaware corporation (the
“Company”), and [Optionee] (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2010 Stock Plan (the
“Plan”). 
 1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to
exercise his or her option to purchase                  shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan
and the Stock Option Agreement granted [GrantDate] (the “Option Agreement”). The purchase price for the Shares shall be US$                 per
Share for a total purchase price of US$                . The term “Shares” refers to the purchased Shares and all securities received as stock
dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by
reason of Purchaser’s ownership of the Shares. 
 2. Time and Place of Exercise. The purchase and sale of the Shares
under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate Exercise Price by any method listed in Section 0 of the Option Agreement, and
the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 0 of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of
such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate
representing the Shares as soon as practicable following such date. 
 3. Limitations on Transfer. In addition to any other
limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. In addition, for so long as
Sections 3(a) and (b) apply, Purchaser may not sell, pledge, assign, hypothecate, transfer or dispose of the Shares in any manner for a period of 2 years following the date Purchaser has exercised the Option to purchase the Shares in accordance
with Section 2; provided, however, that the following transfers during such 2-year period may be permitted: (i) by will and the laws of descent or distribution, (ii) to Immediate Family or (iii) or such other transfer approved by
the Board. 
 (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being
sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the
terms and conditions set forth in this Section 0 (the “Right of First Refusal”). 








 (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the
“Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(iv) Holder’s Right to Transfer. If all of the 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 Shares to that Proposed Transferee at the Purchase Price or at a
higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable
securities laws and the Proposed Transferee agrees in writing that the provisions of this Section      shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the
Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(v) Exception for Certain Family Transfers. Anything to the contrary contained in this
Section      notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or
intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section     . “Immediate Family” as used
herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this
Section     , and there shall be no further transfer of such Shares except in accordance with the terms of this Section     . 

  
 2 









 (b) Company’s Right to Purchase upon Involuntary Transfer. In the event of any
transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section      above) of all or a portion of the Shares by the record
holder thereof, the Company shall have an option to purchase all of the Shares transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer (as determined
by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days
following receipt by the Company of written notice by the person acquiring the Shares. 
 (c) Assignment. The right of the
Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or
interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e) Termination of Rights. The right of first refusal granted the Company by Section      above
and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section      above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal
described in Section      above the Company will remove any stop-transfer notices referred to in Section      above and related to the restrictions in this Section 3 and, if
certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section      above and delivered to Purchaser. 

4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company
the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with,
any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

  
 3 









 (c) Purchaser further acknowledges and understands that the securities must be held indefinitely
unless they are subsequently registered or otherwise qualified for sale under the Securities Act (and any other applicable securities legislation) or an exemption from such registration or qualification for sale is available. Purchaser further
acknowledges and understands that the Company is under no obligation to register or qualify the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration or qualification is not required in the opinion of counsel for the Company. 

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions.
Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that
resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below. 

(e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Any sale or transfer of Shares by the Purchaser or any other Holder is subject to such sale or transfer being in compliance with all
applicable securities laws, and the Purchaser and any Holder acknowledges that it has full responsibility for ensuring compliance with respect thereto. 

(g) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

(h) Purchaser has been advised by the Company that Purchaser’s participation in the Award is voluntary and the Purchaser is under no
obligation to exercise Purchaser’s rights granted hereunder, and that the Purchaser is exercising the Purchaser’s rights hereunder on such basis. 

  
 4 









 5. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state, provincial and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED FOR ISSUANCE UNDER ANY SECURITIES LEGISLATION IN CANADA, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, A QUALIFIED PROSPECTUS, OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE CANADIAN LEGISLATION.” 

  

	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 6. No Employment Rights. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from 

  
 5 









 
the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the
Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing
underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

  
 6 









 (g) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT. 
 (h) English Language. The parties hereby confirm their express wish that this Agreement and all
documents, agreements or notices directly or indirectly related hereto be drawn up in the English language. Les parties reconnaissent leur volonté expresse que le présent contrat ainsi que tous les documents, conventions ou avis
s’y rattachant directement ou indirectement soient rédigés en langue anglaise. 
 [Signature Page Follows] 


  
 7 









 The parties have executed this Exercise Agreement as of the date first set forth above. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
	Name:	 	  

	Title:	 	  

	
	Address:
	  

	  

	
	PURCHASER:
	
	  

	Optionee
		
	Address:	 	  

	  

		
	Fax:	 	  

	email:	 	  




  
 8 









 I,
                            , spouse of [Optionee] (“Purchaser”), have read and
hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any
community property or similar interest that I may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	Spouse of Purchaser (if applicable)



  
 9 









 NUTANIX, INC. 

2010 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

(INDIA EARLY EXERCISE PERMITTED) 

[Optionee] 
 You have been granted an option to
purchase Common Stock of Nutanix, Inc., a Delaware corporation (the “Company”), as follows: 
  

			
	 Date of Grant:
	  	                       
		
	 Exercise Price Per Share:
	  	$                     
		
	 Total Number of Shares:
	  	                       
		
	 Total Exercise Price:
	  	$                     
		
	 Type of Option:
	  	                       
		
	 Expiration Date:
	  	                       
		
	 Vesting Commencement Date:
	  	     
                  

		
	 Vesting/Exercise Schedule:
	  	 This Option may be exercised, in whole or in part, at any time after the Date of Grant. In the event of an initial public offering of the
Company’s common stock pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, this Option may be exercised for vested shares only.

 
 So long as your employment or consulting relationship with the Company continues, the
Shares underlying this Option shall vest in accordance with the following schedule:
  

Four-year vesting, with 25% of the total number of shares vesting on the one-year anniversary of the Vesting Commencement Date and 1/48th of the total number of shares vesting monthly thereafter on the same day of the month as the Vesting Commencement Date.

		
	 Termination Period:
	  	You may exercise this Option for 3 month(s) after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). You are
responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	 Transferability:
	  	You may not transfer this Option.









 By your signature and the signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the terms and conditions of the Nutanix, Inc. 2010 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to
the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your
employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to
the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS or any Indian tax authority
will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS or any Indian tax authority were
to determine that this Option constitutes deferred compensation under Section 409A of the Code or the applicable Indian tax laws. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS or
any Indian tax authority. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE
	
	Address:
	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
 2 









 NUTANIX, INC. 

2010 STOCK PLAN 

STOCK OPTION AGREEMENT 

1. Grant of Option. Nutanix, Inc., a Delaware corporation (the “Company”), hereby grants to
«Optionee» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the
“Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Nutanix, Inc. 2010 Stock Plan (the “Plan”) adopted
by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 

2. Designation of Option. For U.S. taxpayers, this Option is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option. 

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 

For non-U.S. taxpayers, this Option will be designated as a Nonstatutory Stock Option. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out
in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise. 

(i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii) In no event may this Option be
exercised after the Expiration Date of the Option as set forth in the Notice. 








 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election
to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written
notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 

(ii) Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Optionee, unless and
until satisfactory arrangements (as determined by the Administrator) will have been made by Optionee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items
related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”) which the Company determines must be withheld with respect to such Shares. Payment of Tax-Related Items may not be effectuated by
surrender of other Shares with a Fair Market Value equal to the amount of any Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items
by reducing the number of Shares otherwise deliverable to Optionee. If Optionee fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Option exercise, Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. Further, if Optionee is subject to tax in more than one jurisdiction between the Date of Grant and the date
of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges and agrees that the Company and/or Optionee’s employer (the “Employer”), or former employer, as applicable, may be required to withhold or account
for tax in more than one jurisdiction. 
 (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver
any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as
the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws, including
any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the
exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred
to Optionee on the date on which the Option is exercised with respect to such Shares. 

  
 2 









 (iv) Subject to compliance with applicable laws, this Option shall be deemed to be exercised
upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the
election of Optionee: 
 (a) cash or check; 

(b) cancellation of indebtedness; 

(c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other shares of Common Stock of the Company (either
directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or 

(d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise. 

5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason
(the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does
not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option
as set forth in the Notice. 
 (a) Termination. In the event of termination of Optionee’s Continuous Service Status other
than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock at the date of such termination (the “Termination Date”), exercise this Option during the
Termination Period set forth in the Notice. 
 (b) Other Terminations. In connection with any termination other than a
termination covered by Section 5(a), Optionee may exercise this Option only as described below: 
 (i) Termination upon
Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within 6 month(s) following the date of such termination, exercise this Option
to the extent Optionee is vested in the Optioned Stock. 
 (ii) Death of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within 3 month(s) following Optionee’s Termination Date, this Option may be exercised at any time within 9 month(s)
following the date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent
Optionee is vested in this Option. 

  
 3 









 (iii) Termination for Cause. In the event Optionee’s Continuous Service
Status is terminated for Cause, the Option shall terminate immediately upon such termination for Cause. In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such
relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period. 

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during the last 17
days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply
until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216
days after the effective date of the registration statement. 
 8. Effect of Agreement. Optionee acknowledges receipt of a
copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict
between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 

9. Nature of Grant. In accepting the Option, Optionee acknowledges, understands and agrees that: 

(a) the purchase of Shares, by the Optionee in terms hereof, would be subject to, inter alia, the Foreign Exchange Management Act, 1999 and
the rules and regulations framed thereunder (together referred to as “FEMA”). Optionee undertakes to comply with and extend his/her necessary co-operation to the Company and the Employer to ensure compliance with


  
 4 









 
FEMA. The Company (and not the Employer) is granting the Option. The Company will administer the Plan from outside Optionee’s country of residence and that United States of America law along
with FEMA and other applicable Indian laws will govern all Options granted under the Plan. 
 (b) Optionee, being a resident of India, is
currently limited to investing an aggregate of no more than $ 125,000 United States Dollars per fiscal year in offshore companies, if the exercise occurs after Optionee ceases to provide Continuous Service. The Company is considered to be an
offshore company. Optionee acknowledges it is Optionee’s responsibility to comply with this restriction (as it may be in force at the time of exercise of the Option) and to coordinate any investment in the Company through exercise of the Option
with other investments made by Optionee in offshore companies during a fiscal year. 
 (c) 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; 

(d) 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; 
 (e) all decisions with respect to future option
or other grants, if any, will be at the sole discretion of the Company; 
 (f) Optionee is voluntarily participating in the Plan; 

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

(h) the Option and 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; 

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

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

(k) if Optionee exercises the Option and acquires Share, the value of such Shares may increase or decrease in value, even below the exercise
price; 
 (l) for purposes of the Option, Optionee’s engagement as an Employee or Consultant will be considered terminated as of the
date Optionee no longer actively provides services to the Company or any Parent or 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
Optionee is an Employee or Consultant or the terms of Optionee’s 

  
 5 









 
engagement agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Administrator, (i) Optionee’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., Optionee’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 Optionee is an Employee or Consultant or Optionee’s engagement agreement, if any, unless Optionee is providing bona fide services during such time); and (ii) the period (if any) during which
Optionee may exercise the Option after such termination of Continuous Service Status will commence on the date Optionee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the
jurisdiction where Optionee is employed or terms of Optionee’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Optionee is no longer actively providing services for purposes of his or her
Option grant (including whether Optionee may still be considered to be providing services while on a leave of absence); 
 (m) unless
otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to
be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and 
 (n) the following
provisions apply only if Optionee 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; 
 (ii) Optionee acknowledges and agrees that none of the
Company, the Employer, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to
Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and 
 (iii) no claim or
entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Optionee’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where Optionee is an Employee or Consultant or the terms of Optionee’s engagement agreement, if any), and in consideration of the grant of the Option to which Optionee is otherwise not entitled, Optionee
irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Subsidiary 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, Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and
all documents necessary to request dismissal or withdrawal of such claim. 

  
 6 









 10. No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal
tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan. 
 11.
Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this Agreement and any other Option grant
materials by and among, as applicable, the Employer, the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. 

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited
to, Optionee’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 stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 

Optionee understands that Data will be transferred to 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. Optionee understands that the recipients of the 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 Optionee’s country. Optionee 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 the Data by contacting his or her local human resources representative. Optionee 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 Optionee’s participation in the Plan. Optionee
understands that Data will be held only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that if he or she resides outside the United States, 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, Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If Optionee does not consent, or if Optionee later seeks to revoke his or her consent, his or her engagement as a service
provider and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Optionee’s consent is that the Company would not be able to grant Optionee Options or other equity awards or
administer or maintain such awards. Therefore, Optionee understands that refusing or withdrawing his or 

  
 7 









 
her consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee
understands that he or she may contact his or her local human resources representative. 
 12. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached and
the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Option may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

[Signature Page Follows] 

  
 8 









 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their
officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	  

	OPTIONEE



  
 9 









 EXHIBIT A 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 

This Agreement (“Agreement”) is made as of
                , by and between Nutanix, Inc., a Delaware corporation (the “Company”), and Optionee (“Purchaser”). To the
extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan (as defined below). 

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to
purchase                  shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2010 Stock Plan (the
“Plan”) and the Stock Option Agreement granted [GrantDate] (the “Option Agreement”). Of these Shares, Purchaser has elected to purchase
                 of those Shares which have become vested as of the date hereof under the Vesting Schedule set forth in the Notice of Stock Option Grant (the
“Vested Shares”) and                  Shares which have not yet vested under such Vesting Schedule (the “Unvested Shares”). In
the event of an initial public offering of the Company’s common stock pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, the Option Agreement may be exercised for vested shares only. The purchase
price for the Shares shall be $                 per Share for a total purchase price of
$                . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock
dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by
reason of Purchaser’s ownership of the Shares. 
 2. Time and Place of Exercise. The purchase and sale of the
Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company
will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the
Option Agreement. 
 3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable
securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option,
Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws. 

(a) Repurchase Option. 








 (i) In the event of the voluntary termination of Purchaser’s employment or consulting
relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the
“Repurchase Option”) for a period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at
the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). 
 (ii)
The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or
(B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and
cancellation of indebtedness equals such purchase price. 
 (iii) One hundred percent (100%) of the Shares shall initially be subject
to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional
shares shall be rounded to the nearest whole share. 
 (b) Right of First Refusal. Before any Shares held by Purchaser
or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of
first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). 

(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 
 (ii) Exercise of Right of First
Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be
transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below. 

(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or
its assignee(s) under this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined
by the Board of Directors of the Company in good faith. 

  
 2 









 (iv) Payment. Payment of the Purchase Price shall be made, at the option of
the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the
Notice. 
 (v) Holder’s Right to Transfer. If all of the 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 3(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher
price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed
Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such
period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First
Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (vi) Exception for Certain Family
Transfers. Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s
Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent,
father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance
with the terms of this Section 3. 
 (c) Involuntary Transfer. 

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this
Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above) of all or a portion of the Shares by the record
holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the Shares. 
 (ii) Price for Involuntary Transfer. With respect to any
stock to be transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the
Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of 

  
 3 









 
the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to
have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser. 

(d) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any
shareholder or shareholders of the Company or other persons or organizations. 
 (e) Restrictions Binding on
Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any
purchase by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal to the amount to be
paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have transferred the Shares or interest to Purchaser prior to their
purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation
to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. 

(f) Termination of Rights. The right of first refusal granted the Company by Section 3(b) above and the option to
repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate
or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser. 

4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3 above,
Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as
Attachment A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment Separate from
Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s
designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow
holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document 

  
 4 









 
executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for
any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. 

5. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the
Company the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with,
any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c) Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or
such registration is not required in the opinion of counsel for the Company. 
 (d) Purchaser is familiar with the provisions of
Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of
such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or
Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the
Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees
to the restrictions set forth in paragraph (e) below. 
 (e) Purchaser further understands that in the event all of the applicable
requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701
are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will


  
 5 









 
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk. 
 (f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice 
 6. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any
legends required by applicable state and federal corporate and securities laws): 
 i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND
THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (b) Stop-Transfer Notices. Purchaser
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 7. No Employment
Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason,
with or without cause. 

  
 6 









 8. Lock-Up Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the
effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public
offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted
period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the
restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material
event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 
 9.
Miscellaneous. 
 (a) Governing Law. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice to which this Agreement is attached
and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed or
fax number to the party to be notified at such party’s address as set forth on the signature page below or as subsequently modified by written notice. 

  
 7 









 (e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
 (f) Successors
and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned
with the prior written consent of the Company. 
 (g) Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE
THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH APPLICABLE SECURITIES LAWS. 
 [Signature Page Follows] 

  
 8 









 The parties have executed this Early Exercise Notice and Restricted Stock Purchase Agreement as
of the date first set forth above. 
  

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

		
	Address:	 	
	  

	  

	
	PURCHASER:
	
	  

	Optionee
		
	Address:	 	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
 9 









 I,
                            , spouse of [Optionee], have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such
interest shall hereby by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	 Spouse of Optionee (if applicable)




  
 10 









 ATTACHMENT A 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned
(“Purchaser”) and Nutanix, Inc., a Delaware corporation (the “Company”), dated                      (the
“Agreement”), Purchaser hereby sells, assigns and transfers unto the Company
                                
(                ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by Certificate No.
            , and does hereby irrevocably constitute and appoint
                                         
        to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. 

Dated:                      

 

	
	  

	OPTIONEE
	
	  

	Spouse of Optionee (if applicable)


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








 EXHIBIT B 

NUTANIX, INC. 
 2010
STOCK PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
            , by and between Nutanix, Inc., a Delaware corporation (the “Company”), and Optionee (“Purchaser”). To the extent any capitalized terms
used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2010 Stock Plan (the “Plan”). 

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option
to purchase              shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement granted [Grant Date]
(the “Option Agreement”). The purchase price for the Shares shall be $             per Share for a total purchase price of
$            . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of
the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal
office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate Exercise Price by any method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax
withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of
the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate representing the Shares as soon as
practicable following such date. 
 3. Limitations on Transfer. In addition to any other limitation on transfer created by
applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section 0 (the “Right of First Refusal”). 
 (i) Notice of Proposed
Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or 








 
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed
sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 

(iv) Holder’s Right to Transfer. If all of the 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 Shares to that Proposed Transferee at the Purchase Price or at a
higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable
securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 0 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again
be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception for
Certain Family Transfers. Anything to the contrary contained in this Section 0 notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section     .
“Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section     , and there shall be no further transfer of such Shares except in accordance with the terms of this Section     . 

(b) Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other
involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section      above) of all or a portion of the Shares by the record holder thereof, the Company shall have
an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer (as determined by the


  
 2 









 
Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 
 (c)
Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or
interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e) Termination of Rights. The right of first refusal granted the Company by Section      above
and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 0 above shall terminate upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in
Section      above the Company will remove any stop-transfer notices referred to in Section      above and related to the restrictions in this Section 3 and, if certificates are
issued, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 0 above and delivered to Purchaser. 

4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company
the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with,
any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c) Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or
such registration is not required in the opinion of counsel for the Company. 

  
 3 









 (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things,
that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under
certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph
(e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

5. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends
required by applicable state and federal corporate and securities laws): 
  

	 	(i)	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”



  
 4 










	 	(ii)	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY.” 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall 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 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 shall have been so transferred. 
 6. No Employment Rights. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing such offering of the Company’s securities, Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. Notwithstanding the foregoing, if during
the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue
to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend
beyond 216 days after the effective date of the registration statement. 
 8. Miscellaneous. 

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  
 5 









 (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. 
 (f) Successors and Assigns. The rights and benefits of this Agreement
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(g) Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
APPLICABLE SECURITIES LAWS. 
 [Signature Page Follows] 

  
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 The parties have executed this Exercise Agreement as of the date first set forth above. 

 

			
	THE COMPANY:
	
	NUTANIX, INC.
		
	By:	 	  

		 	(Signature)
	Name:	 	  

	Title:	 	  

	
	Address:
	  

	  

	
	 OPTIONEE:
  

	  

	OPTIONEE
	
	Address:
	  

	  

		
	Fax:	 	  

	Phone:	 	  

	Email:	 	  




  
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 I,
                    , spouse of OPTIONEE (“Purchaser”), have read and hereby approve the foregoing Agreement. In
consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I
may have in the Shares shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	 Spouse of Purchaser (if applicable)




  
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