X0306 4 2018-07-27 0 0001664703 Bloom Energy Corp BE 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Class A Common Stock 2018-07-27 4 P 0 1333333 15.00 A 1333333 I See Note 1 Series B Convertible Preferred Stock 2018-07-27 4 C 0 4527868 0.00 D Class B Common Stock 4527868 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 4527868 0.00 A Class A Common Stock 4527868 4527868 I See Note 1 Series C Convertible Preferred Stock 2018-07-27 4 C 0 1062944 0.00 D Class B Common Stock 1062944 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 1062944 0.00 A Class A Common Stock 1062944 5590812 I See Note 1 Series D Convertible Preferred Stock 2018-07-27 4 C 0 620155 0.00 D Class B Common Stock 620155 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 620155 0.00 A Class A Common Stock 620155 6210967 I See Note 1 Series E Convertible Preferred Stock 2018-07-27 4 C 0 395815 0.00 D Class B Common Stock 395815 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 395815 0.00 A Class A Common Stock 395815 6606782 I See Note 1 Series F Convertible Preferred Stock 2018-07-27 4 C 0 125989 0.00 D Class B Common Stock 125989 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 125989 0.00 A Class A Common Stock 125989 6732771 I See Note 1 Series G Convertible Preferred Stock 2018-07-27 4 C 0 650631 0.00 D Class B Common Stock 650631 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 650631 0.00 A Class A Common Stock 650631 7383402 I See Note 1 8% Convertible Preferred Notes 2018-07-27 4 C 0 346239 0.00 D Series G Convertible Preferred Stock 346239 0 I See Note 1 Class B Common Stock 2018-07-27 4 C 0 346239 0.00 A Class A Common Stock 346239 7729641 I See Note 1 The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which the Reporting Person has no pecuniary interest. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into the Issuer's Class B Common Stock, on a 1 for 1 basis, immediately prior to the Closing of the Issuer's initial public offering on July 27, 2018 ("IPO") and had no expiration date. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis at the holder's option or upon any transfer except for certain permitted transfers. All the outstanding shares of our Class B common stock will convert automatically into shares of our Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of July 27, 2018, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to our Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. The principal amount and accrued interest of the 8% Convertible Preferred Notes ("8% Notes") automatically converted into the specified number of shares of Class B Common Stock as a result of the automatic conversion of the Issuer's outstanding preferred stock in connection with the Issuer's IPO. The number of shares reflect both the principle and the interest accrued through July 27, 2018, the date of the automatic conversion. /s/ Sasha Keough, attorney-in-fact 2018-07-31