Common use of Exculpation Among Purchasers Clause in Contracts

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor and their respective officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary Address: 0000 X. Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Name: Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris Ventures, LLC $10,000,000

Exculpation Among Purchasers. Each Purchaser acknowledges ---------------------------- that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor Company and their respective its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. The parties have executed this Convertible Note Series C Preferred Stock Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION XXXXXX.XXX INC. By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ---------------------------------------- Xxxx Xxxxx, Chief Executive Officer Address: 0000 X. 00xx Xxxxxx Xxxxx Xxxxxx Xxx Xxxx000 Xxxxx Xxxxxx, XX Xxxxxxxxxx 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Convertible Note Series C Preferred Stock Purchase Agreement as of the date first above written. PURCHASERS: BRENTWOOD ASSOCIATES VIII L.P. By: Brentwood VIII Ventures, LLC Its General Partner By: -------------------------------------- Managing Member Address: 00000 Xxxxx Xxxxxx Xxxx., Suite 1200 Los Angeles, CA 90025 BRENTWOOD AFFILIATES FUND L.P. By: Brentwood VII Ventures, L.P. Its General Partner By: ---------------------------------------- General Partner Address: 00000 Xxxxx Xxxxxx Xxxx., Suite 1200 Los Angeles, CA 90025 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first above written. PURCHASERS: ENTERPRISE PARTNERS IV, L.P. By: Enterprise Management Partners IV, Its General Partner By: --------------------------------------- Name: Address: 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx, XX 00000 Facsimile Number: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx, Venture Partner ENTERPRISE PARTNERS IV ASSOCIATES, L.P. By: Enterprise Management Partners, IV, Its General Partner By: ---------------------------------------- Name: Address: 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx, XX 00000 Facsimile Number: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx, Venture Partner SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first above written. PURCHASER: SBIC PARTNERS, L.P. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000 By: Xxxxxxx Xxxxxxx & Xxxxx, X.X., General Partner By: Xxxxxxx Xxxxxxx & Xxxxx Venture Co., General Partner By: ------------------------------------- Xxxxxxx X. Xxxxx Office of the President By: SL-SBIC Partners, L.P., General Partner By: FW-SBIC, Inc., General Partner By: ------------------------------------ Xxxxx Xxxxxxxx Chairman SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. THE PURCHASERSPURCHASER: FORIS VENTURESXXXXXXXX COMMUNICATIONS AND INFORMATION FUND, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx INC. By: (Signature) J. & X. Xxxxxxxx & Co. Incorporated, its Investment Advisor By: ----------------------------------- Name: Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope IDAddress: C5303845-C60B-4F3A-9346-942A52A42D9A 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Convertible Note Series C Preferred Stock Purchase Agreement as of the date first written above. THE PURCHASERSPURCHASER: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP INTEL CORPORATION By: NEA Partners 10------------------------------------ Name: Xxxxxx Xxxxxxx Title: Treasurer Address: 0000 Xxxxxxx Xxxxxxx Xxxx. Xxxxx Xxxxx, LP (PRINT NAME) XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: MEDIAONE INTERACTIVE SERVICES, INC. By: /s/Xxxxx X. --------------------------------------- Name: Xxxxxx Xxxxxx Title: Address: ----------------------------- ----------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXXXX, PHLEGER & XXXXXXXX LLP By: -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Partner Address: 00 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: CHASE VENTURE CAPITAL ASSOCIATES L.P. By: Chase Capital Partners Its General Partner By: ----------------------------------- Name: Title: Address: 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: VULCAN VENTURES INC. By: -------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President Address: 000 000xx Xxxxxx XX Xxxxx 000 Xxxxxxxx, XX 00000 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: BAYVIEW INVESTORS, LTD By: -------------------------------------- Name: Xxxxx Xxxxx Title: Chief Financial Officer Address: ----------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXX X. XXXXXXX AS TRUSTEE OF THE XXXXX X. XXXXXXX LIVING TRUST UNDER DECLARATION OF TRUST DATED NOVEMBER 22, 1996 ----------------------------------------- Xxxxx X. Xxxxxxx, Trustee Address: 0000 Xxxxxxx Xxx Penthouse Beverly Hills, California 90211 SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASER: XXXXXX XXXXXX _________________________________ Address: SIGNATURE PAGE TO PURCHASE AGREEMENT The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above. PURCHASERS: MAGELLEN TECHNOLOGIES, INC. By: ------------------------------------- Name: Xxxxxx X. Xxxxxxxxxx Title: Address: -------------------------- SIGNATURE PAGE TO PURCHASE AGREEMENT EXHIBITS -------- Exhibit A - Schedule of Purchasers Exhibit B - Form of Second Amended and Restated Certificate of Incorporation Exhibit C - Schedule of Exceptions to Representations and Warranties Exhibit D - Form of Amended and Restated Investors' Rights Agreement Exhibit E - Form of Amended and Restated Voting Agreement Exhibit F - Form of Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] Opinion of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP EXHIBIT A --------- SCHEDULE OF PURCHASERS Name SHARES OF SERIES PURCHASERS C PREFERRED STOCK SERIES C INVESTMENT ------------------------------------ ---------------------------------- ------------------------------------- Vulcan Ventures Inc. 1,821,494 $10,000,002.06 Chase Venture Capital 1,457,195 8,000,000.55 Associates L.P. Intel Corporation 546,449 3,000,005.01 Brentwood Associates VIII, L.P. 349,727 1,920,001.23 Brentwood Affiliates Fund, L.P. 14,572 80,000.28 SBIC Partners, L.P. 364,299 2,000,001.51 Enterprise Partners IV, L.P. 335,155 1,840,000.95 Enterprise Partners IV and Address Note Principal Amount Foris Ventures29,144 160,000.56 Associates, LLC X.X. Xxxxxxxx Communications and 182,150 1,000,003.50 Information Fund, Inc. Magellen Technologies, Inc. 182,150 1,000,003.50 Xxxxxx Xxxxxx 4,554 25,001.46 Xxxxx X. Xxxxxxx Living Trust 18,215 100,000.35 Bayview Investors, Ltd. 60,717 333,336.33 Xxxxxxx, Phleger & Xxxxxxxx LLP 51,609 283,333.41 Irell & Xxxxxxx LLP Trustee 47,056 258,337.44 ---------------------------------- ------------------------------------- TOTAL 5,464,486 $10,000,00030,000,028.14 EXHIBIT B --------- FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT C --------- SCHEDULE OF EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES EXHIBIT D --------- FORM OF AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT EXHIBIT E --------- FORM OF VOTING AGREEMENT EXHIBIT F --------- FORM OF LEGAL OPINION OF XXXXXXX, XXXXXXX & XXXXXXXX LLP

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor Company and their respective its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. The parties have executed this Convertible Note Series A Preferred Stock Purchase Agreement as of the date first written aboveabove written. THE COMPANY: BLOOM ENERGY CORPORATION APPLIED DISCOVERY, INC. By: /s/Xxxxx X. Xxxxxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxxxxx Michael C. Weaver Title: EVP General Counsel and Secretary President Address: 1756-114th Street Southeast Xxxxx 000 Xxxxxxxx, XX 00000 PURCHASERS: ZILKHA VENTURE PARTNERS, L.P. By: Zilkha Ventures, LLC its general partner By: AIMC LLC its managing member By: ----------------------------------------- Name: John P. Rigas Title: Managing Member Address: 767 Fifth Avenue Xxxxx 0000 X. Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC APPLIED DISCOVERY PARTNERS, L.P. By: /s/Xxxxx X. Xxxxxxxxx Applied Discovery Management LLC its general partner By: ----------------------------------------- Name: Xxxxx X. Xxxxxxxxx John P. Rigas Title: EVP General Counsel and Secretary ADDRESSManaging Member Address: 767 Fifth Avenue Xxxxx 0000 X. XXXXX XXXXXX XXX XXXXXxx Xxxx, XX 00000 FAXDANIEL L. EILERS -------------------------------------------- Name: 000-000-0000 DocuSign Envelope IDDaniel L. Eilers Address: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as 1000 Madison Drive Xxxxxxxx Xxxx, XX 00000 Xxdrey MacLean and Michael M. Clair, xx xxxxxxxx, or their successors, of the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Audrey MacLean and Michael Clair Trust Agreement UAD 10/0/00 -------------------------------------------------- Name: Xxxxxxx Xxxxx TitleAudrey MacLean, as trustee Address: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10STANLEY J MERESMAN AND SHARON A. XXXXXXXX, LIMITED PARTNERSHIP By: NEA Partners 10XX XXXXXXXX XX XXX MERESMAN FAMILY TRUST U/D/T DATED 9/13/1989, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx AS AMENDED -------------------------------------------------- Name: Xxxxx X. Xxxxxx TitleStanley J. Meresman, Trustee Address: Chief Legal Officer and Attorney in Fact [Signature 2071 Huntington Lane Xxx Xxxxx, XX 00000 XXFAQ MUNSHI -------------------------------------------------- Name: Asfaq Munshi Xxxxess: 1510 Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris VenturesMill Road Xxxx Xxxx, LLC $10,000,000XX 00000

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor Company and their respective its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. [Signature Pages Follow] The parties have executed this Convertible Note Series A Preferred Stock Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION FINDMAIL COMMUNICATIONS, INC. By: /s/Xxxxx X. Xxxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxxx ---------------------------------- (print) Title: EVP General Counsel and Secretary --------------------------------- Address: 0000 X. Xxxxx 961 Xxxxxx Xxx XxxxXxxxxx San Francisco, CA 94131 PURCHASERS: ATLAS VENTURE FUND III, L.P. By: Atlas Venture Associates III, LLC Its: General Partner By: ------------------------------------ Member Manager Name: ---------------------------------- (print) Address: 222 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC ATLAS VENTURE ENTREPRENEURS' FUND III, L.P. By: /s/Xxxxx X. Xxxxxxxxx Atlas Venture Associates III, LLC Its: General Partner By: ------------------------------------ Member Manager Name: Xxxxx X. Xxxxxxxxx Title---------------------------------- (print) Address: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX222 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Series A Preferred Stock Purchase Agreement as of the date first written above. THE FINDMAIL COMMUNICATIONS, INC. By: ------------------------------------ Name: ---------------------------------- (print) Title: --------------------------------- Address: 961 Xxxxxx Xxxxxx San Francisco, CA 94131 PURCHASERS: FORIS VENTURESATLAS VENTURE FUND III, L.P. By: Atlas Venture Associates III, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx Its: General Partner By: (Signature) ------------------------------------ Member Manager Name: Xxxxxxx Xxxxx Title---------------------------------- (print) Address: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10222 Xxxxxxxx Xxxxxx Xxxxxx, LIMITED PARTNERSHIP XX 00000 ATLAS VENTURE ENTREPRENEURS' FUND III, L.P. By: NEA Partners 10Atlas Venture Associates III, LP (PRINT NAME) LLC Its: General Partner By: /s/Xxxxx X. Xxxxxx ------------------------------------ Member Manager Name: Xxxxx X. ---------------------------------- (print) Address: 222 Xxxxxxxx Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris VenturesXxxxxx, LLC $10,000,000XX 00000

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor Company and their respective its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securitiespurchase of the Notes and Warrants. [Signature Pages Follow] The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION SCOLR, INC. By: /s/Xxxxx X. Xxxxxxxxx ------------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary Address: 0000 X. Xxxxx Xxxxxx 8340 154th Avenue N.E. Xxxxxxx, Xxxxxxxxxx 00000 XXXXXXXXXXX XXXXXXXXX XXXX XX XXXX XXXXXXXX XXXXXXXXX Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have xxxxxxx xxve executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx IF AN ENTITY: Name of Entity: By: (Signature) ----------------------------------------- Name: Xxxxxxx Xxxxx ----------------------------------------- (print) Title: Authorized Signatory [----------------------------------------- Address: Taxpayer Identification Number: IF AN INDIVIDUAL: --------------------------------------- Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title----------------------------------------- (print) Address: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Social Security Number: COUNTERPART SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT EXHIBITS Exhibit A - Schedule of Purchasers Exhibit B - Term Sheet Exhibit C - Form of Subordinated Note Purchase Agreement] Exhibit D - Form of Warrant EXHIBIT A SCHEDULE OF PURCHASERS Name (Omitted for Form 8-K filing) EXHIBIT B TERM SHEET (Omitted for Form 8-K Filing) EXHIBIT C FORM OF SUBORDINATED NOTE EXHIBIT C SUBORDINATED NOTE U.S.$_____________ _________________, 2003 FOR VALUE RECEIVED, the undersigned, SCOLR, Inc., a Delaware corporation (the "Maker") with an address at 8340 154th Avenue N.E., Redmond, Washington 98052, subject to the terms xx xxxx Xxxxxxxxxx Xxxx (xxxx "Xxxx"), xxxxxxxxxonally promises to pay to the order of [ ] (the "Lender"), by check or wire transfer at Lender's option, to the bank account specified by the Lender, or at such other place as a holder hereof may from time to time direct in writing, in lawful money of the United States of America and Address in immediately available funds, the principal amount of [ ] DOLLARS (U.S.$[ ]) (the "Loan"), on the earliest of (i) the seventieth (70th) day following the date hereof, (ii) the closing of the sale or other disposition of all of the Maker or its business or, for consideration of at least $1,250,000, any portion of the Maker's business as it exists on the date hereof, whether by asset sale or other transaction, and (iii) the completion by the Maker of any debt or equity financing resulting in gross proceeds of at least $1,000,000 (the earliest date as of which any of the foregoing (i), (ii) or (iii) occurs being referred to herein as the "Maturity Date"). Any amounts that have become due and payable in accordance with this Note Principal Amount Foris Ventures(whether at stated maturity, LLC $10,000,000by acceleration or otherwise) and remain unpaid by the Maker shall accrue interest thereafter until payment in full of such amounts (both before and after judgment) at a rate of interest equal to two (2%) percent per month (or twenty-four (24%) percent per year) and such interest shall be payable on the first day of each month. Interest payable hereunder shall be payable on the basis of a 365-day year and the actual number of days elapsed.

Exculpation Among Purchasers. Each The Purchaser acknowledges that it is not relying upon any person, firm firm, advisor or corporationother entity, other than the Company, the Guarantor Company and their respective its officers and directors, in making its investment or decision to invest in the Company. Each The Purchaser agrees that no Purchaser nor the respective controlling persons, officers, managers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION GRACE THERAPEUTICS INC. By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary Address: 0000 X. PURCHASER: If an Entity: Name: By: Name: Title: Address: If an Individual: Name: Address: SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT EXHIBIT A FORM OF CONVERTIBLE PROMISSORY NOTE (attached.) EXHIBIT B GRACE THERAPEUTICS INC. PURCHASER QUESTIONNAIRE Grace Therapeutics, Inc. 0 Xxxxx Xxxxxx Xxx Xxxx. Xxxxx 0000 Xxxx Xxxxxxxxx, XX 00000 FaxGentlemen: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this information contained herein is being furnished to Grace Therapeutics Inc. (the “Company”) in order for the Company to determine whether the undersigned’s subscription for Convertible Note Purchase Agreement as Promissory Notes (the “Notes”) therein may be accepted pursuant to Section 4(a)(2) of the date first written aboveSecurities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder (“Regulation D”). THE PURCHASERS: FORIS VENTURESThe undersigned understands that (i) the Company will rely upon the following information for purposes of complying with Federal and applicable state securities laws, LLC (PRINT NAMEii) By:/s/Xxxxxxx Xxxxx By: (Signaturethe Notes will not be registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) Name: Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written aboveSecurities Act and Regulation D, and (iii) this questionnaire is not an offer to sell nor the solicitation of an offer to buy any Notes, or any other securities, to the undersigned. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer The following representations and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris Ventures, LLC $10,000,000information are furnished herewith:

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor and their respective officers and directors, entity in making its investment or decision to invest in the CompanyPartnership. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note Purchase Agreement as of the date first written above. THE COMPANYPARTNERSHIP: BLOOM ENERGY CORPORATION By: /s/Xxxxx PALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary Address: 0000 X. Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXX, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as of the date first written aboveXx. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Xx. Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope IDVice President Address: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP Xxxxx X. Xxxxxx Family Trust 2015 By: NEA Partners 10, LP (PRINT NAME) By: /s//s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A Trustee, Xxxxx X. Xxxxxx Family Trust 2015 Schedule 1 SCHEDULE OF PURCHASERS Name Initial Commitment Additional Greenshoe Commitments Total Commitments Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 Totals $584,000 n/a $584,000 EXHIBIT A FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SECURED CONVERTIBLE PROMISSORY NOTE USD$__________ __________ ___, 2015 Denver, Colorado For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ (the “Holder”), the principal sum of _________________________________ USD($__________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and Address after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note Principal Amount Foris Venturesat a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, LLC $10,000,000the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ ___, 2015, by and among the Partnership and the Purchasers listed on the signature pages thereto (the “Purchase Agreement”). This Note is subject to the following terms and conditions:

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company, the Guarantor Corixa and their respective its officers and directors, in making its investment or decision to invest in the CompanyCorixa. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securitiespurchase of the Stock. [Signature Pages Follow] The parties have executed this Convertible Note Common Stock Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORIXA CORPORATION By: /s/Xxxxx X. Xxxxxxxxx ____________________________________ Name: Xxxxx X. Xxxxxxxxx __________________________________ (print) Title: EVP General Counsel and Secretary _________________________________ Address: 0000 X. 1124 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 PURCHASERS: WARBURG, PINCXX XXXTURES L.P. By: Warburg, Pincxx & Xo., its general partner Name: __________________________________ (print) Title: _________________________________ INTERNATIONAL BIOTECHNOLOGY TRUST PLC By: ____________________________________ Name: __________________________________ (print) Title: _________________________________ SIGNATURE PAGE TO CORIXA CORPORATION COMMON STOCK PURCHASE AGREEMENT Exhibit A - Schedule of Purchasers Exhibit B - Disclosure Schedule 18 EXHIBIT A SCHEDULE OF PURCHASERS Warburg, Pincxx Xxxtures, L.P. 466 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC By: /sXxternational Biotechnology Trust plc c/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel o Rothschild Asset Management Limited St. Xxxxxxx'x Xxxx Xxxxxx, EC4N 8NR England CORIXA CORPORATION DISCLOSURE SCHEDULE TO COMMON STOCK PURCHASE AGREEMENT This Disclosure Schedule is made and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXXgiven as of December 11, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note 1998 pursuant to Section 2 of the Common Stock Purchase Agreement among Corixa Corporation, a Delaware corporation ("Corixa") and the investors listed on Exhibit A attached thereto (the "Agreement"). The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would otherwise be appropriate. Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as of when used in the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Name: Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of unless the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris Ventures, LLC $10,000,000context otherwise requires.

Exculpation Among Purchasers. Each Purchaser acknowledges that it such Purchaser is not relying upon any person, firm or corporation, other than the Company, the Guarantor Company and their respective officers and directorsits representatives, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective neither it or its controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the SecuritiesStock. CONVERTIBLE SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT The parties have executed this Convertible Secured Promissory Note and Warrant Purchase Agreement as of the date first written above. THE COMPANY: BLOOM ENERGY CORPORATION FARMSTEAD TELEPHONE GROUP, INC. By: /s/Xxxxx X. Xxxxxxxxx /s/ Robert G. LaVigne ------------------------------------ Its: Executive Vice President, CFO Name of Purchaser SOTOMAR - EMPREENDIMENTOS INDUSTRIAIS E IMOBILIARIOS, SA By: /s/ Americo Ferreira De Amorim ------------------------------------ Name: Xxxxx X. Xxxxxxxxx Americo Ferreira De Amorim ------------------------------------ Title: EVP General Counsel and Secretary AddressBoard Member ------------------------------------ Date: 0000 X. Xxxxx Xxxxxx Xxx XxxxFeb. 08, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC 2006 ------------------------------------ By: /s/Xxxxx X. Xxxxxxxxx /s/ Marta Ramos Amorim Oliveira ------------------------------------ Name: Xxxxx X. Xxxxxxxxx Marta Ramos Amorim Oliveira ------------------------------------ Title: EVP General Counsel and Secretary ADDRESSBoard Member ------------------------------------ Date: 0000 X. XXXXX XXXXXX XXX XXXXFeb. 08, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: FORIS VENTURES, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx By: (Signature) Name: Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT 2006 ------------------------------------ SCHEDULE A SCHEDULE LIST OF PURCHASERS Principal Amount of Convertible Notes Name and Address Purchased Warrant Shares ---------------- ------------------- -------------- Sotomar - Empreendimentos $1,000,000 529,134 shares Industriais e Imobiliarios, SA Rua da Corticeira, N 34 Apartado 47 4536-902 Mozelos VFR Poxxxxxx Xxxxx $0,000,000 529,134 shares EXHIBITS Exhibit A - Form of Convertible Note Principal Amount Foris Ventures, LLC $10,000,000Exhibit B - Form of Warrant Exhibit C - Schedule of Exceptions to Representations and Warranties EXHIBIT A Form of Convertible Note EXHIBIT B Form of Warrant EXHIBIT C Schedule of Exceptions to Representations and Warranties

Exculpation Among Purchasers. Each Purchaser acknowledges that it ---------------------------- is not relying upon any person, firm other Purchaser or corporationany other Person, other than the Company, the Guarantor Company and their respective officers and directorsits management, in making its investment or decision to invest in the Company. Each Purchaser agrees that no other Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any other Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securitiesexecution of this Agreement and the consummation of the transactions contemplated hereby. The parties have executed this Convertible Note Purchase Agreement Executed effective as of the date first written set forth above. THE COMPANY: BLOOM ENERGY CORPORATION DISPLAY TECHNOLOGIES, INC. By:____________________________________ J. Xxxxxxx Xxxxxxxx, President PURCHASERS: XXXXXXX XXXXX CAPITAL PARTNERS, L.P., a Delaware limited partnership By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP RJC PARTNERS, L.P., a Delaware limited partnership, its General Counsel and Secretary Address: 0000 X. Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 THE GUARANTOR: RYE CREEK LLC Partner By: /s/Xxxxx RJC PARTNERS, INC. a Delaware corporation, its General Partner By:____________________________________ Xxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EVP General Counsel and Secretary ADDRESS: 0000 X. XXXXX XXXXXX XXX XXXXXxxxxxx, XX 00000 FAX: 000-000-0000 DocuSign Envelope ID: BD49EC6A-3436-4E0A-ACB0-895357B859A5 The parties have executed this Convertible Note Purchase Agreement as of the date first written abovePresident RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC. THE PURCHASERS: FORIS VENTURESBy:____________________________________ Xxxxxxx Xxxxxxxxx, LLC (PRINT NAME) By:/s/Xxxxxxx Xxxxx President RENAISSANCE US GROWTH & INCOME TRUST PLC By: (Signature) Name: RENAISSANCE CAPITAL GROUP, INC., its Investment Manager By:____________________________________ Xxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Bloom Convertible Note Purchase Agreement] DocuSign Envelope ID: C5303845-C60B-4F3A-9346-942A52A42D9A The parties have executed this Convertible Note Purchase Agreement as of the date first written above. THE PURCHASERS: NEW ENTERPRISE ASSOCIATES 10Xxxxxxxxx, LIMITED PARTNERSHIP By: NEA Partners 10, LP (PRINT NAME) By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer and Attorney in Fact [Signature Page to Bloom Convertible Note Purchase Agreement] EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Note Principal Amount Foris Ventures, LLC $10,000,000President