Common use of Entire Agreement; Governing Law; Dispute Resolution Clause in Contracts

Entire Agreement; Governing Law; Dispute Resolution. The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Grant Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. Any dispute or claim arising out of this Grant Agreement shall be submitted for resolution consistent with the terms of any arbitration agreement that the Optionee has entered into with the Company (which, if applicable, is incorporated herein by reference), and otherwise: (a) all such disputes and claims shall be resolved by a neutral arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, which may be found on the Internet at xxx.xxx.xxx (a printed copy of these rules is also available upon request to the Company’s Human Resources Department); (b) the Company shall pay all applicable arbitration fees, except, if the Optionee initiates such arbitration, then the Optionee shall be responsible for paying filings fees in an amount equal to the filing fees the Optionee would have paid had the Optionee filed a complaint in a court of law; (c) the Optionee shall pay its own attorneys’ fees incurred in connection with the arbitration; (d) such arbitration shall take place in the county in which the Optionee works or worked for the Company at the time the arbitrable dispute or claim arose; (e) the arbitrator shall only have authority to hear claims brought by a party in its individual capacity, and not as a purported class, collective or representative proceeding; (f) the arbitrator shall provide for adequate discovery and shall issue a written opinion; and (g) the Optionee and the Company hereby waive any right to a trial by jury. 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 Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein. OPTIONEE BLUE APRON HOLDINGS, INC. By: By: Name: Print Name: Title: Date: Date: EXHIBIT A BLUE APRON HOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN EXERCISE NOTICE Blue Apron Holdings, Inc. Attention: Xxxxxxxx Xxxxxx, General Counsel and Secretary

Entire Agreement; Governing Law; Dispute Resolution. The Plan is and Option Agreement are incorporated herein by reference. The This Agreement, the Plan and this Grant the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the OptioneePurchaser’s interest except by means of a writing signed by the Company and OptioneePurchaser. This Grant Agreement is governed by will be interpreted and enforced under the internal substantive laws, but not the choice of law rules, laws of the State of Delaware, without regard to conflict or choice of law principles. Any dispute or claim arising out of this Grant Agreement shall be submitted for resolution consistent with the terms of any arbitration agreement that the Optionee Purchaser has entered into with the Company (which, if applicable, is incorporated herein by reference), and otherwise: (a) all such disputes and claims shall be resolved by a neutral arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, which may be found on the Internet at xxx.xxx.xxx (a printed copy of these rules is also available upon request to the Company’s Human Resources Department); (b) the Company shall pay all applicable arbitration fees, except, if the Optionee Purchaser initiates such arbitration, then the Optionee Purchaser shall be responsible for paying filings fees in an amount equal to the filing fees the Optionee Purchaser would have paid had the Optionee Purchaser filed a complaint in a court of law; (c) the Optionee Purchaser shall pay its own attorneys’ fees incurred in connection with the arbitration; (d) such arbitration shall take place in the county in which the Optionee Purchaser works or worked for the Company at the time the arbitrable dispute or claim arose; (e) the arbitrator shall only have authority to hear claims brought by a party in its individual capacity, and not as a purported class, collective or representative proceeding; (f) the arbitrator shall provide for adequate discovery and shall issue a written opinion; and (g) the Optionee Purchaser and the Company hereby waive any right to a trial by jury. 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 Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein. OPTIONEE Submitted by: Accepted by: PURCHASER BLUE APRON HOLDINGS, INC. By: By: Name: Print Name Print Name: Title: /Title Date: Date: EXHIBIT A BLUE APRON HOLDINGSB STOCK RESTRICTIONS AGREEMENT THIS STOCK RESTRICTIONS AGREEMENT (the “Agreement”) is made as of the day of , INC. 2012 EQUITY INCENTIVE PLAN EXERCISE NOTICE 20 , by and between Blue Apron Holdings, Inc. Attention: Xxxxxxxx XxxxxxInc., General Counsel a Delaware corporation (the “Company”), and Secretary(the “Shareholder”). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: