UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 1, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985

NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3177549
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2788 San Tomas Expressway
Santa Clara, California 95051
(408) 486-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)

N/A
(Former name, former address and former fiscal year if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share NVDA The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $0.001 par value, outstanding as of August 13, 2021, was 2.50 billion.
 NVIDIA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED August 1, 2021

TABLE OF CONTENTS
Page
PART I : FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
a) Condensed Consolidated Statements of Income for the three and six months ended August 1, 2021 and July
26, 2020 3
b) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended August 1,
2021 and July 26, 2020 4
c) Condensed Consolidated Balance Sheets as of August 1, 2021 and January 31, 2021 5
d) Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended August 1,
2021 and July 26, 2020 6
e) Condensed Consolidated Statements of Cash Flows for the six months ended August 1, 2021 and July 26,
2020 8
f) Notes to Condensed Consolidated Financial Statements 9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
Item 3. Quantitative and Qualitative Disclosures About Market Risk 32
Item 4. Controls and Procedures 32
PART II : OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 1A. Risk Factors 33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37
Item 6. Exhibits 38
Signature 40

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that we announce material financial information to our investors using our investor relations website, press
releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing
information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry
conferences, and other matters, and for complying with our disclosure obligations under Regulation FD:

NVIDIA Twitter Account (https://twitter.com/nvidia)

NVIDIA Company Blog (http://blogs.nvidia.com)

NVIDIA Facebook Page (https://www.facebook.com/nvidia)

NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)

NVIDIA Instagram Page (https://www.instagram.com/nvidia)

In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and
the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to
time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels may be updated from
time to time on NVIDIA's investor relations website.

2
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
August 1, July 26, August 1, July 26,
2021 2020 2021 2020

Revenue $ 6,507 $ 3,866 $ 12,168 $ 6,946

Cost of revenue 2,292 1,591 4,324 2,667
Gross profit 4,215 2,275 7,844 4,279
Operating expenses
Research and development 1,245 997 2,398 1,732
Sales, general and administrative 526 627 1,046 920
Total operating expenses 1,771 1,624 3,444 2,652
Income from operations 2,444 651 4,400 1,627
Interest income 6 13 13 44
Interest expense (60) (54) (113) (78)
Other, net 4 (1) 138 (2)
Other income (expense), net (50) (42) 38 (36)
Income before income tax 2,394 609 4,438 1,591
Income tax expense (benefit) 20 (13) 153 52
Net income $ 2,374 $ 622 $ 4,285 $ 1,539

Net income per share:

Basic $ 0.95 $ 0.25 $ 1.72 $ 0.63
Diluted $ 0.94 $ 0.25 $ 1.69 $ 0.62

Weighted average shares used in per share computation:

Basic 2,493 2,464 2,489 2,460
Diluted 2,532 2,504 2,529 2,496
See accompanying Notes to Condensed Consolidated Financial Statements.

3
 NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
Three Months Ended Six Months Ended
August 1, July 26, August 1, July 26,
2021 2020 2021 2020

Net income $ 2,374 $ 622 $ 4,285 $ 1,539

Other comprehensive income (loss), net of tax
Available-for-sale securities:
Net change in unrealized gain (loss) — 3 (1) 3
Reclassification adjustments for net realized gain (loss) included in
net income — (2) — (2)
Net change in unrealized gain (loss) — 1 (1) 1
Cash flow hedges:
Net unrealized gain (loss) (14) 16 (27) 6
Reclassification adjustments for net realized gain (loss) included in
net income 8 (3) 17 (4)
Net change in unrealized gain (loss) (6) 13 (10) 2
Other comprehensive income (loss), net of tax (6) 14 (11) 3
Total comprehensive income $ 2,368 $ 636 $ 4,274 $ 1,542

See accompanying Notes to Condensed Consolidated Financial Statements.

4
 NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
August 1, January 31,
2021 2021
ASSETS
Current assets:
Cash and cash equivalents $ 5,628 $ 847
Marketable securities 14,026 10,714
Accounts receivable, net 3,586 2,429
Inventories 2,114 1,826
Prepaid expenses and other current assets 452 239
Total current assets 25,806 16,055
Property and equipment, net 2,364 2,149
Operating lease assets 801 707
Goodwill 4,193 4,193
Intangible assets, net 2,478 2,737
Deferred income tax assets 958 806
Other assets 2,050 2,144
Total assets $ 38,650 $ 28,791

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable $ 1,474 $ 1,201
Accrued and other current liabilities 1,974 1,725
Short-term debt 1,000 999
Total current liabilities 4,448 3,925
Long-term debt 10,943 5,964
Long-term operating lease liabilities 716 634
Other long-term liabilities 1,396 1,375
Total liabilities 17,503 11,898

Commitments and contingencies - see Note 13

Shareholders’ equity:
Preferred stock — —
Common stock 3 3
Additional paid-in capital 9,745 8,719
Treasury stock, at cost (11,604) (10,756)
Accumulated other comprehensive income 8 19
Retained earnings 22,995 18,908
Total shareholders' equity 21,147 16,893
Total liabilities and shareholders' equity $ 38,650 $ 28,791
See accompanying Notes to Condensed Consolidated Financial Statements.

5
 NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED AUGUST 1, 2021 AND JULY 26, 2020
(Unaudited)
Common Stock
Outstanding Additional Accumulated Other Total
Paid-in Treasury Comprehensive Retained Shareholders'
(In millions, except per share data) Shares Amount Capital Stock Income (Loss) Earnings Equity
Balances, May 2, 2021 2,491 $ 3 $ 9,278 $ (11,242) $ 14 $ 20,721 $ 18,774
Net income — — — — — 2,374 2,374
Other comprehensive loss — — — — (6) — (6)
Issuance of common stock from stock plans 7 — 2 — — — 2
Tax withholding related to vesting of restricted stock units (2) — — (362) — — (362)
Cash dividends declared and paid ($0.04 per common share) — — — — — (100) (100)
Stock-based compensation — — 465 — — — 465
Balances, August 1, 2021 2,496 $ 3 $ 9,745 $ (11,604) $ 8 $ 22,995 $ 21,147
Balances, April 26, 2020 2,461 $ 3 $ 7,352 $ (10,036) $ (10) $ 15,790 $ 13,099
Net income — — — — — 622 622
Other comprehensive income — — — — 14 — 14
Issuance of common stock from stock plans 8 — 6 — — — 6
Tax withholding related to vesting of restricted stock units (2) — — (196) — — (196)
Cash dividends declared and paid ($0.04 per common share) — — — — — (99) (99)
Fair value of partially vested equity awards assumed in connection
with acquisitions — — 86 — — — 86
Stock-based compensation — — 382 — — — 382
Balances, July 26, 2020 2,467 $ 3 $ 7,826 $ (10,232) $ 4 $ 16,313 $ 13,914

See accompanying Notes to Condensed Consolidated Financial Statements.

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 NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED AUGUST 1, 2021 AND JULY 26, 2020
(Unaudited)
Common Stock
Outstanding Additional Accumulated Other Total
Paid-in Treasury Comprehensive Retained Shareholders'
(In millions, except per share data) Shares Amount Capital Stock Income Earnings Equity
Balances, January 31, 2021 2,479 $ 3 $ 8,719 $ (10,756) $ 19 $ 18,908 $ 16,893
Net income — — — — — 4,285 4,285
Other comprehensive loss — — — — (11) — (11)
Issuance of common stock from stock plans 22 — 128 — — — 128
Tax withholding related to vesting of restricted stock units (5) — — (848) — — (848)
Cash dividends declared and paid ($0.08 per common share) — — — — — (198) (198)
Stock-based compensation — — 898 — — — 898
Balances, August 1, 2021 2,496 $ 3 $ 9,745 $ (11,604) $ 8 $ 22,995 $ 21,147
Balances, January 26, 2020 2,450 $ 3 $ 7,043 $ (9,814) $ 1 $ 14,971 $ 12,204
Net income — — — — — 1,539 1,539
Other comprehensive income — — — — 3 — 3
Issuance of common stock from stock plans 24 — 94 — — — 94
Tax withholding related to vesting of restricted stock units (7) — — (418) — — (418)
Cash dividends declared and paid ($0.08 per common share) — — — — — (197) (197)
Fair value of partially vested equity awards assumed in connection
with acquisitions — — 86 — — — 86
Stock-based compensation — — 603 — — — 603
Balances, July 26, 2020 2,467 $ 3 $ 7,826 $ (10,232) $ 4 $ 16,313 $ 13,914

See accompanying Notes to Condensed Consolidated Financial Statements.

7
 NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended
August 1, July 26,
2021 2020
Cash flows from operating activities:
Net income $ 4,285 $ 1,539
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 894 598
Depreciation and amortization 567 511
Deferred income taxes (161) (64)
(Gains) losses on investments in non-affiliates, net (133) 5
Other 16 (10)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (1,157) (205)
Inventories (282) (97)
Prepaid expenses and other assets 18 34
Accounts payable 279 63
Accrued and other current liabilities 132 81
Other long-term liabilities 98 21
Net cash provided by operating activities 4,556 2,476
Cash flows from investing activities:
Proceeds from maturities of marketable securities 5,236 1,032
Proceeds from sales of marketable securities 705 259
Purchases of marketable securities (9,268) (8,286)
Purchases related to property and equipment and intangible assets (481) (372)
Investments and other, net 3 (7)
Acquisitions, net of cash acquired — (7,171)
Net cash used in investing activities (3,805) (14,545)
Cash flows from financing activities:
Issuance of debt, net of issuance costs 4,985 4,971
Proceeds related to employee stock plans 128 94
Payments related to tax on restricted stock units (843) (418)
Dividends paid (198) (197)
Principal payments on property and equipment (40) —
Other (2) (3)
Net cash provided by financing activities 4,030 4,447
Change in cash and cash equivalents 4,781 (7,622)
Cash and cash equivalents at beginning of period 847 10,896
Cash and cash equivalents at end of period $ 5,628 $ 3,274

See accompanying Notes to Condensed Consolidated Financial Statements.

8
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of
Securities and Exchange Commission, or SEC, Regulation S-X. The January 31, 2021 consolidated balance sheet was derived from our audited
consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as filed with the SEC, but
does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring
adjustments considered necessary for a fair statement of results of operations and financial position, have been included. The results for the interim
periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in
conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2021.

On May 21, 2021, our Board of Directors declared a four-for-one split of our common stock in the form of a stock dividend, or the Stock Split, which
was conditioned upon obtaining stockholder approval to increase the number of our authorized shares of common stock from 2 billion to 4 billion. On
June 3, 2021, at the 2021 Annual Meeting of Stockholders, our stockholders approved the amendment to our Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock to 4 billion. As a result, each stockholder of record at the close of
business on June 21, 2021 received a dividend of three additional shares of common stock for every share held on the record date, distributed after
the close of trading on July 19, 2021. All share, equity award, and per share amounts and related shareholders' equity balances presented herein
have been retroactively adjusted to reflect the Stock Split.

Significant Accounting Policies

There have been no material changes to our significant accounting policies disclosed in Note 1 - Organization and Summary of Significant
Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2021.

Fiscal Year
We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal year 2022 is a 52-week year and fiscal year 2021 was a 53-
week year. The second quarters of fiscal years 2022 and 2021 were both 13-week quarters.

Reclassifications
Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.

Principles of Consolidation
Our condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ materially from our estimates. On an ongoing basis, we
evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories,
income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, and other
contingencies. The inputs into our judgments and estimates consider the economic implications of COVID-19. These estimates are based on
historical facts and various other assumptions that we believe are reasonable.

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 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 2 - Business Combination

Pending Acquisition of Arm Limited

On September 13, 2020, we entered into a Share Purchase Agreement, or the Purchase Agreement, with Arm Limited, or Arm, and SoftBank Group
Capital Limited and SVF Holdco (UK) Limited, or together, SoftBank, for us to acquire, from SoftBank, all allotted and issued ordinary shares of Arm
in a transaction valued at $40 billion. We paid $2 billion in cash at signing, or the Signing Consideration, and will pay upon closing of the acquisition
$10 billion in cash and issue to SoftBank 177.5 million shares of our common stock, which had an aggregate value of $21.5 billion as of the date of
the Purchase Agreement. The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance
targets by Arm during the fiscal year ending March 31, 2022. If the financial targets are achieved, SoftBank can elect to receive either up to an
additional $5 billion in cash or up to an additional 41.3 million shares of our common stock. We will issue up to $1.5 billion in restricted stock units to
Arm employees after closing. The $2 billion paid upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and
the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 billion, both with a 20-year term. The closing of the
acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and the
expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and
certain other assets and liabilities. We are working through the regulatory process in the United States, the United Kingdom, the European Union,
China and other jurisdictions. Although some Arm licensees have expressed concerns or objected to the transaction, and discussions with
regulators are taking longer than initially thought, we are confident in the deal rationale and that regulators should recognize the benefits of the
acquisition to Arm, its licensees, and the industry. If the Purchase Agreement is terminated under certain circumstances, we will be refunded
$1.25 billion of the Signing Consideration. The Signing Consideration was allocated on a fair value basis and any refund of the Signing
Consideration will use stated values in the Purchase Agreement.

Acquisition of Mellanox Technologies, Ltd.

On April 27, 2020, we completed the acquisition of all outstanding shares of Mellanox for a total purchase consideration of $7.13 billion. Mellanox is
a supplier of high-performance interconnect products for computing, storage and communications applications. We acquired Mellanox to optimize
data center workloads to scale across the entire computing, networking, and storage stack.

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and Mellanox as if the
companies were combined as of the beginning of fiscal year 2020:

Pro Forma
Three Months Ended Six Months Ended
July 26, 2020 July 26, 2020
(In millions)
Revenue $ 3,866 $ 7,375
Net income $ 964 $ 1,883

The unaudited pro forma information includes adjustments related to amortization of acquired intangible assets, adjustments to stock-based
compensation expense, fair value of acquired inventory, and transaction costs. The unaudited pro forma information presented above is for
informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition
occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined businesses.

The pro forma results reflect the inventory step-up expense of $161 million in the first half of fiscal year 2020 and was excluded from the pro forma
results for the second quarter and first half of fiscal year 2021. There were no other material nonrecurring adjustments.

10
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 3 - Leases

Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center
space, with lease periods expiring between fiscal years 2022 and 2035.

Future minimum lease payments under our non-cancelable operating leases as of August 1, 2021, are as follows:

Operating Lease
Obligations
(In millions)
Fiscal Year:
2022 (excluding first half of fiscal year 2022) $ 81
2023 156
2024 139
2025 119
2026 111
2027 and thereafter 355
Total 961
Less imputed interest 113
Present value of net future minimum lease payments 848
Less short-term operating lease liabilities 132
Long-term operating lease liabilities $ 716

Operating lease expenses were $42 million and $35 million for the second quarter of fiscal years 2022 and 2021, respectively, and $81 million and
$67 million for the first half of fiscal years 2022 and 2021, respectively. Short-term and variable lease expenses for the second quarter and first half
of fiscal years 2022 and 2021 were not significant.

Other information related to leases was as follows:

Six Months Ended

August 1, 2021 July 26, 2020
(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases $ 75 $ 66
Operating lease assets obtained in exchange for lease obligations $ 164 $ 138

As of August 1, 2021, our operating leases had a weighted average remaining lease term of 7.6 years and a weighted average discount rate of
2.84%. As of January 31, 2021, our operating leases had a weighted average remaining lease term of 7.6 years and a weighted average discount
rate of 2.87%.

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 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 4 - Stock-Based Compensation

Our stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that are based on our corporate
financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our employee
stock purchase plan, or ESPP.

Our Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions)
Cost of revenue $ 32 $ 14 $ 57 $ 35
Research and development 297 228 573 362
Sales, general and administrative 136 132 264 201
Total $ 465 $ 374 $ 894 $ 598

Equity Award Activity

The following is a summary of equity award transactions under our equity incentive plans:

RSUs, PSUs, and Market-based PSUs Outstanding

Weighted Average Grant-
Number of Shares Date Fair Value Per Share
(In millions, except per share data)
Balances, January 31, 2021 59 $ 66.17
Granted 15 $ 181.65
Vested restricted stock (17) $ 62.20
Canceled and forfeited (1) $ 70.78
Balances, August 1, 2021 56 $ 100.01

As of August 1, 2021, there was $5.35 billion of aggregate unearned stock-based compensation expense, net of forfeitures. This amount is expected
to be recognized over a weighted average period of 2.7 years for RSUs, PSUs, and market-based PSUs, and 1 year for ESPP.

12
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 5 – Net Income Per Share

The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions, except per share data)
Numerator:
Net income $ 2,374 $ 622 $ 4,285 $ 1,539
Denominator:
Basic weighted average shares 2,493 2,464 2,489 2,460
Dilutive impact of outstanding equity awards 39 40 40 36
Diluted weighted average shares 2,532 2,504 2,529 2,496
Net income per share:
Basic (1) $ 0.95 $ 0.25 $ 1.72 $ 0.63
Diluted (2) $ 0.94 $ 0.25 $ 1.69 $ 0.62
Equity awards excluded from diluted net income per share because
their effect would have been anti-dilutive 13 — 15 24

(1) Calculated as net income divided by basic weighted average shares.

(2) Calculated as net income divided by diluted weighted average shares.

Note 6 – Income Taxes

We recognized an income tax expense of $20 million and $153 million for the second quarter and first half of fiscal year 2022, respectively, and an
income tax benefit of $13 million and an income tax expense of $52 million for the second quarter and first half of fiscal year 2021, respectively. The
income tax expense as a percentage of income before income tax was 0.9% and 3.4% for the second quarter and first half of fiscal year 2022,
respectively, and 3.3% for the first half of fiscal year 2021. The income tax benefit as a percentage of income before income tax was 2.0% for the
second quarter of fiscal year 2021.

On June 28, 2021, we simplified our corporate structure by repatriating the economic rights of certain non-U.S. intellectual property to the United
States via domestication of a foreign subsidiary, or the Domestication. The Domestication more closely aligns our corporate structure to our
operating structure in accordance with the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting conclusions
and changes to U.S. and European tax laws. The impact of the Domestication, which is regarded as a change in tax status, resulted in a discrete
benefit primarily from re-valuing certain deferred tax assets, net of deferred tax liabilities, of $252 million in the second quarter of fiscal year 2022.

The increase in our effective tax rate for the second quarter and first half of fiscal year 2022 as compared to the same periods of fiscal year 2021
was primarily due to a decreased impact of tax benefits from stock-based compensation and the U.S. federal research tax credit, and an increase in
the amount of earnings subject to U.S. tax, partially offset by the discrete benefit of the Domestication.

Our effective tax rate for the first half of fiscal year 2021 was lower than the U.S. federal statutory rate of 21% due to income earned in jurisdictions
that is subject to taxes lower than the U.S. federal statutory tax rate, tax benefits related to stock-based compensation, and the benefit of the U.S.
federal research tax credit.

Our effective tax rate for the first half of fiscal year 2022 was lower than the U.S. federal statutory rate of 21% due to the discrete benefit of the
Domestication, tax benefits related to the foreign-derived intangible income deduction, income

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 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

earned in jurisdictions that is subject to taxes lower than the U.S. federal statutory tax rate, and tax benefits related to the U.S. federal research tax
credit and stock-based compensation.

As of August 1, 2021, we intend to indefinitely reinvest approximately $1.6 billion and $231 million of cumulative undistributed earnings held by
certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for
temporary differences related to these investments as the determination of such amount is not practicable.

For the first half of fiscal year 2022, there have been no material changes to our tax years that remain subject to examination by major tax
jurisdictions. We are currently under examination by the Internal Revenue Service for our fiscal years 2018 and 2019. Additionally, there have been
no material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 31, 2021.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that
the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our
provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying
matters are settled or otherwise resolved with the respective tax authorities. As of August 1, 2021, we do not believe that our estimates, as
otherwise provided for, on such tax positions will significantly increase or decrease within the next 12 months.

Note 7 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt securities.

The following is a summary of cash equivalents and marketable securities as of August 1, 2021 and January 31, 2021:

August 1, 2021
Reported as
Amortized Unrealized Unrealized Estimated Cash Marketable
Cost Gain Loss Fair Value Equivalents Securities
(In millions)
Corporate debt securities $ 8,610 $ 2 $ (1) $ 8,611 $ 1,825 $ 6,786
Debt securities issued by the United
States Treasury 5,079 1 — 5,080 1,311 3,769
Debt securities issued by United States
government agencies 2,371 1 — 2,372 60 2,312
Money market funds 2,097 — — 2,097 2,097 —
Certificates of deposit 962 — — 962 44 918
Foreign government bonds 241 — — 241 — 241
Total $ 19,360 $ 4 $ (1) $ 19,363 $ 5,337 $ 14,026

January 31, 2021

Reported as
Amortized Unrealized Unrealized Estimated Cash Marketable
Cost Gain Loss Fair Value Equivalents Securities
(In millions)
Corporate debt securities $ 4,442 $ 2 $ — $ 4,444 $ 234 $ 4,210
Debt securities issued by United States
government agencies 2,975 1 — 2,976 28 2,948
Debt securities issued by the United
States Treasury 2,846 — — 2,846 25 2,821
Certificates of deposit 705 — — 705 37 668
Money market funds 313 — — 313 313 —
Foreign government bonds 67 — — 67 — 67
Total $ 11,348 $ 3 $ — $ 11,351 $ 637 $ 10,714

Net realized gains and unrealized gains and losses were not significant for all periods presented.

The amortized cost and estimated fair value of cash equivalents and marketable securities as of August 1, 2021 and January 31, 2021 are shown
below by contractual maturity.

August 1, 2021 January 31, 2021

Estimated Fair Estimated Fair
Amortized Cost Value Amortized Cost Value
(In millions)
Less than one year $ 17,390 $ 17,391 $ 10,782 $ 10,783
Due in 1 - 5 years 1,970 1,972 566 568
Total $ 19,360 $ 19,363 $ 11,348 $ 11,351

Note 8 – Fair Value of Financial Assets and Liabilities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar
assets from active markets. We review fair value hierarchy classification on a quarterly basis.

14
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Fair Value at
Pricing Category August 1, 2021 January 31, 2021
(In millions)
Assets
Cash equivalents and marketable securities:
Money market funds Level 1 $ 2,097 $ 313
Corporate debt securities Level 2 $ 8,611 $ 4,444
Debt securities issued by the United States Treasury Level 2 $ 5,080 $ 2,846
Debt securities issued by United States government agencies Level 2 $ 2,372 $ 2,976
Certificates of deposit Level 2 $ 962 $ 705
Foreign government bonds Level 2 $ 241 $ 67
Prepaid expenses and other current assets:
Publicly-held equity security (1) Level 1 $ 128 $ —
Other assets:
Investment in non-affiliated entities (2) Level 3 $ 147 $ 144

Liabilities (3)
2.20% Notes Due 2021 Level 2 $ 1,001 $ 1,011
0.309% Notes Due 2023 Level 2 $ 1,251 $ —
0.584% Notes Due 2024 Level 2 $ 1,254 $ —
3.20% Notes Due 2026 Level 2 $ 1,106 $ 1,124
1.55% Notes Due 2028 Level 2 $ 1,261 $ —
2.85% Notes Due 2030 Level 2 $ 1,640 $ 1,654
2.00% Notes Due 2031 Level 2 $ 1,271 $ —
3.50% Notes Due 2040 Level 2 $ 1,152 $ 1,152
3.50% Notes Due 2050 Level 2 $ 2,320 $ 2,308
3.70% Notes Due 2060 Level 2 $ 603 $ 602

(1) Investment in a publicly-traded equity security subject to short-term selling restrictions. An unrealized loss on the investment of $6 million was recorded in other income
(expense), net in the second quarter of fiscal year 2022 and an unrealized gain of $118 million was recorded in other income (expense), net in the first half of fiscal year
2022.
(2) Investment in private non-affiliated entities is recorded at fair value on a non-recurring basis only if an impairment or observable price adjustment occurs in the period with
changes in fair value recorded through net income. The amount recorded as of August 1, 2021 has not been significant.
(3) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs, and are not
marked to fair value each period. Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information.

15
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 9 - Amortizable Intangible Assets and Goodwill

The components of our amortizable intangible assets are as follows:

August 1, 2021 January 31, 2021

Gross Gross
Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying
Amount Amortization Amount Amount Amortization Amount
(In millions)
Acquisition-related intangible
assets (1) $ 3,277 $ (1,030) $ 2,247 $ 3,280 $ (774) $ 2,506
Patents and licensed
technology 709 (478) 231 706 (475) 231
Total intangible assets $ 3,986 $ (1,508) $ 2,478 $ 3,986 $ (1,249) $ 2,737

(1) As of August 1, 2021, acquisition-related intangible assets include the fair value of a Mellanox in-process research and development, or IPR&D, project of $630 million,
which has not yet commenced amortization.

Amortization expense associated with intangible assets was $138 million and $275 million for the second quarter and first half of fiscal year 2022,
respectively, and $284 million and $291 million for the second quarter and first half of fiscal year 2021, respectively. Future amortization expense
related to the net carrying amount of intangible assets, excluding IPR&D, as of August 1, 2021 is estimated to be $275 million for the remainder of
fiscal year 2022, $547 million in fiscal year 2023, $424 million in fiscal year 2024, $371 million in fiscal year 2025, $99 million in fiscal year 2026, and
$132 million in fiscal year 2027 and thereafter.

There were no changes to the carrying amount of goodwill during the second quarter and first half of fiscal year 2022.

Note 10 - Balance Sheet Components

Certain balance sheet components are as follows:
August 1, January 31,
2021 2021
Inventories: (In millions)
Raw materials $ 825 $ 632
Work in-process 553 457
Finished goods 736 737
Total inventories $ 2,114 $ 1,826

August 1, January 31,

2021 2021
Prepaid expenses and other current assets: (In millions)
Prepaid expenses $ 195 $ 142
Publicly-held equity security 128 —
Other 129 97
Total prepaid expenses and other current assets $ 452 $ 239

16
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

August 1, January 31,

2021 2021
Other assets: (In millions)
Advanced consideration for acquisition $ 1,357 $ 1,357
Prepaid royalties 422 440
Investment in non-affiliated entities 147 144
Deposits 77 136
Other 47 67
Total other assets $ 2,050 $ 2,144

August 1, January 31,

2021 2021
Accrued and Other Current Liabilities: (In millions)
Customer program accruals $ 745 $ 630
Accrued payroll and related expenses 387 297
Deferred revenue (1) 301 288
Operating leases 132 121
Licenses and royalties 102 128
Coupon interest on debt obligations 81 74
Taxes payable 64 61
Product warranty and return provisions 45 39
Professional service fees 32 26
Other 85 61
Total accrued and other current liabilities $ 1,974 $ 1,725

(1) Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements and post-contract customer support, or PCS.

August 1, January 31,

2021 2021
Other Long-Term Liabilities: (In millions)
Income tax payable (1) $ 897 $ 836
Deferred income tax 229 241
Deferred revenue (2) 189 163
Employee benefits 37 33
Licenses payable 33 56
Other 11 46
Total other long-term liabilities $ 1,396 $ 1,375

(1) As of August 1, 2021, income tax payable represents the long-term portion of the one-time transition tax payable of $251 million, unrecognized tax benefits of $435
million, related interest and penalties of $52 million, and other foreign long-term tax payable of $159 million.
(2) Deferred revenue primarily includes deferrals related to PCS.

17
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Deferred Revenue
The following table shows the changes in deferred revenue during the first half of fiscal years 2022 and 2021:
August 1, July 26,
2021 2020
(In millions)
Balance at beginning of period $ 451 $ 201
Deferred revenue added during the period 401 213
Addition due to business combinations — 75
Revenue recognized during the period (362) (147)
Balance at end of period $ 490 $ 342

Revenue related to remaining performance obligations represents the remaining contracted license, development arrangements and PCS that has
not been recognized. This includes related deferred revenue currently recorded and amounts that will be invoiced in future periods. As of August 1,
2021, the amount of our remaining performance obligations that has not been recognized as revenue was $646 million, of which we expect to
recognize approximately 50% as revenue over the next 12 months and the remainder thereafter. This amount excludes the value of remaining
performance obligations for contracts with an original expected length of one year or less.

Note 11 - Derivative Financial Instruments

We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses.
These contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated
other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or
ineffectiveness should occur. The fair value of the contracts was not significant as of August 1, 2021 and January 31, 2021.

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that
are denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore,
the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign
currency denominated monetary assets and liabilities, which is also recorded in other income or expense.

The table below presents the notional value of our foreign currency forward contracts outstanding as of August 1, 2021 and January 31, 2021:

August 1, January 31,

2021 2021
(In millions)
Designated as cash flow hedges $ 902 $ 840
Not designated for hedge accounting $ 423 $ 441

As of August 1, 2021, all designated foreign currency forward contracts mature within 18 months. The expected realized gains and losses deferred
into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next 12 months was not significant.

During the first half of fiscal years 2022 and 2021, the impact of derivative financial instruments designated for hedge accounting treatment on other
comprehensive income or loss was not significant and all such instruments were determined to be highly effective. Therefore, there were no gains or
losses associated with ineffectiveness.

18
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Note 12 - Debt

Long-Term Debt
In June 2021, we issued $1.25 billion of the 0.309% Notes Due 2023, $1.25 billion of the 0.584% Notes Due 2024, $1.25 billion of the 1.55% Notes
Due 2028, and $1.25 billion of the 2.00% Notes Due 2031, or collectively, the June 2021 Notes. Interest on the 0.584% Notes Due 2024 is payable
on June 14 and December 14 of each year, beginning on December 14, 2021. Interest on all other series of the June 2021 Notes is payable on June
15 and December 15 of each year, beginning on December 15, 2021. We may redeem the June 2021 Notes for cash prior to maturity, upon at least
10 but no more than 60 days prior notice, at redemption prices that include accrued and unpaid interest and a make-whole premium. However, no
make-whole premium will be paid for redemptions of the Notes Due 2023 on or after June 15, 2022, the Notes Due 2024 on or after June 14, 2023,
the Notes Due 2028 on or after April 15, 2028, or the Notes Due 2031 on or after March 15, 2031. The net proceeds from the June 2021 Notes were
$4.98 billion, after deducting debt discount and issuance costs.

In March 2020, we issued $1.50 billion of the 2.85% Notes Due 2030, $1.00 billion of the 3.50% Notes Due 2040, $2.00 billion of the 3.50% Notes
Due 2050, and $500 million of the 3.70% Notes Due 2060, or collectively, the March 2020 Notes. Interest on the March 2020 Notes is payable on
April 1 and October 1 of each year.
In September 2016, we issued $1.00 billion of the 2.20% Notes Due 2021 and $1.00 billion of the 3.20% Notes Due 2026, or collectively, the
September 2016 Notes. Interest on the September 2016 Notes is payable on March 16 and September 16 of each year. On August 16, 2021, we
repaid the $1.00 billion of 2.20% Notes Due 2021.
The September 2016 Notes, the March 2020 Notes, and the June 2021 Notes, or collectively, the Notes, are our unsecured senior obligations and
rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness. The Notes are structurally subordinated to
the liabilities of our subsidiaries and are effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such
indebtedness. All existing and future liabilities of our subsidiaries will be effectively senior to the Notes.

The carrying value of the Notes and the associated interest rates were as follows:

Expected
Remaining Term Effective January 31,
(years) Interest Rate August 1, 2021 2021
(In millions)
2.20% Notes Due 2021 0.1 2.38% $ 1,000 $ 1,000
0.309% Notes Due 2023 1.9 0.41% 1,250 —
0.584% Notes Due 2024 2.9 0.66% 1,250 —
3.20% Notes Due 2026 5.1 3.31% 1,000 1,000
1.55% Notes Due 2028 6.9 1.64% 1,250 —
2.85% Notes Due 2030 8.7 2.93% 1,500 1,500
2.00% Notes Due 2031 9.9 2.09% 1,250 —
3.50% Notes Due 2040 18.7 3.54% 1,000 1,000
3.50% Notes Due 2050 28.7 3.54% 2,000 2,000
3.70% Notes Due 2060 38.7 3.73% 500 500
Unamortized debt discount and issuance costs (57) (37)
Net carrying amount 11,943 6,963
Less short-term portion (1,000) (999)
Total long-term portion $ 10,943 $ 5,964

As of August 1, 2021, we were in compliance with the required covenants under the Notes.

19
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Credit Facilities
We have a Credit Agreement under which we may borrow up to $575 million for general corporate purposes and can obtain revolving loan
commitments up to $425 million. As of August 1, 2021, we had not borrowed any amounts and were in compliance with the required covenants
under this agreement. The Credit Agreement expires October 2021.

We have a $575 million commercial paper program to support general corporate purposes. As of August 1, 2021, we had not issued any commercial
paper.

Note 13 - Commitments and Contingencies

Purchase Obligations
As of August 1, 2021, we had outstanding inventory purchase and long-term supply commitment obligations totaling $4.79 billion, of which $4.59
billion is expected to occur over the next 12 months and the remaining balance over 36 months. Other purchase obligations totaling $565 million are
primarily expected to occur over the next 18 months.

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $31 million and $22 million as of August 1, 2021 and January 31, 2021, respectively, and
the activities related to the warranty liabilities were not significant.

In connection with certain agreements that we have entered in the past, we have provided indemnities for matters such as tax, product, and
employee liabilities. We have included intellectual property indemnification provisions in our technology related agreements with third parties.
Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not
recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.

Litigation
Securities Class Action and Derivative Lawsuits
The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States
District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13,
2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the
impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives
who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified
compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may
deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered
judgment in favor of NVIDIA and closed the case. On August 11, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals
for the Ninth Circuit, case number 21-15604.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG,
initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, remains stayed pending resolution of the
plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuit asserts claims for breach of fiduciary duty, unjust
enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of
allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are
seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz
v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of
the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims for breach of fiduciary duty, unjust
enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act
based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of

20
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of
NVIDIA stock and unspecified corporate governance measures.

Accounting for Loss Contingencies

As of August 1, 2021, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on
our belief that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these
matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business
and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse
effect on our operating results, liquidity or financial position.

Note 14 - Shareholders’ Equity

Capital Return Program

Beginning August 2004, our Board of Directors authorized us to repurchase our stock.

Through August 1, 2021, we have repurchased an aggregate of 1.04 billion shares under our share repurchase program for a total cost of $7.08
billion. All shares delivered from these repurchases have been placed into treasury stock. As of August 1, 2021, we were authorized, subject to
certain specifications, to repurchase additional shares of our common stock up to $7.24 billion through December 2022.

During the second quarter and first half of fiscal year 2022, we paid $100 million and $198 million in cash dividends to our shareholders,
respectively.

Note 15 - Segment Information

Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an
operating segment basis for purposes of making decisions and assessing financial performance. Our two operating segments are "Graphics" and
"Compute & Networking." Our operating segments are equivalent to our reportable segments.

Our Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and
solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise design; GRID software for cloud-based visual and virtual computing; and
automotive platforms for infotainment systems.

Our Compute & Networking segment includes Data Center platforms and systems for artificial intelligence, or AI, high performance computing, or
HPC, and accelerated computing; Mellanox networking and interconnect solutions; automotive AI Cockpit, autonomous driving development
agreements, and autonomous vehicle solutions; cryptocurrency mining processors, or CMP; and Jetson for robotics and other embedded platforms.

Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged
across our unified architecture and therefore allocated between our two segments.

The “All Other” category includes the expenses that our CODM does not assign to either Graphics or Compute & Networking for purposes of making
operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and
support costs, acquisition-related costs, IP-related costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in
nature.

21
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly
attributable to each reportable segment is included in operating results for each segment. However, the CODM does not evaluate depreciation and
amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting
policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable
segments and the “All Other” category.

Compute &
Graphics Networking All Other Consolidated
(In millions)
Three Months Ended August 1, 2021
Revenue $ 3,907 $ 2,600 $ — $ 6,507
Operating income (loss) $ 2,127 $ 1,034 $ (717) $ 2,444

Three Months Ended July 26, 2020

Revenue $ 2,085 $ 1,781 $ — $ 3,866
Operating income (loss) $ 911 $ 691 $ (951) $ 651

Six Months Ended August 1, 2021

Revenue $ 7,358 $ 4,810 $ — $ 12,168
Operating income (loss) $ 3,913 $ 1,895 $ (1,408) $ 4,400

Six Months Ended July 26, 2020

Revenue $ 3,991 $ 2,955 $ — $ 6,946
Operating income (loss) $ 1,747 $ 1,142 $ (1,262) $ 1,627

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions)
Reconciling items included in "All Other" category:
Stock-based compensation expense $ (465) $ (374) $ (894) $ (598)
Acquisition-related and other costs (158) (474) (325) (479)
Unallocated cost of revenue and operating expenses (90) (86) (180) (168)
IP-related costs (4) (17) (9) (17)
Total $ (717) $ (951) $ (1,408) $ (1,262)

22
 NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if our
customers’ revenue is attributable to end customers that are located in a different location. The following table summarizes information pertaining to
our revenue from customers based on the invoicing address by geographic regions:

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions)
Revenue:
Taiwan $ 1,961 $ 954 $ 3,745 $ 1,766
China (including Hong Kong) 1,720 855 3,111 1,614
Other Asia Pacific 1,047 698 2,048 1,305
United States 996 944 1,764 1,441
Europe 429 240 810 494
Other countries 354 175 690 326
Total revenue $ 6,507 $ 3,866 $ 12,168 $ 6,946

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions)
Revenue:
Gaming $ 3,061 $ 1,654 $ 5,821 $ 2,993
Data Center 2,366 1,752 4,414 2,893
Professional Visualization 519 203 891 510
Automotive 152 111 306 266
OEM and Other 409 146 736 284
Total revenue $ 6,507 $ 3,866 $ 12,168 $ 6,946

No customer represented 10% or more of total revenue for the second quarter and first half of fiscal years 2022 or 2021.

One customer represented 13% and 16% of our accounts receivable balance as of August 1, 2021 and January 31, 2021, respectively.

23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections.
Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In
some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Other
statements in this Quarterly Report on Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Company’s business and
results of operations are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which
may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames
or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this
Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 in greater detail under the
heading “Risk Factors” of such reports. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-
looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should
read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what
we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation
to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes available in the future.

All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.

NVIDIA, the NVIDIA logo, GeForce, GeForce NOW, GeForce RTX, Mellanox, NVIDIA Base Command, NVIDIA DRIVE, NVIDIA Fleet Command,
NVIDIA Omniverse, NVIDIA RTX, Quadro, Quadro RTX and Tensor RT are trademarks and/or registered trademarks of NVIDIA Corporation in the
United States and/or other countries. Other company and product names may be trademarks of the respective companies with which they are
associated. Features, pricing, availability, and specifications are subject to change without notice.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the risk factors set forth
in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 and Part II, Item 1A. “Risk Factors” of this
Quarterly Report on Form 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary
statements and risks described elsewhere in this Quarterly Report on Form 10-Q, before deciding to purchase or sell shares of our common stock.

Overview
Our Company and Our Businesses
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we
have expanded to several other large and important computationally intensive fields. Fueled by the sustained demand for exceptional 3D graphics
and the scale of the gaming market, NVIDIA has leveraged its GPU architecture to create platforms for scientific computing, AI, data science,
autonomous vehicles, or AV, robotics, and augmented and virtual reality, or AR and VR.

Our two operating segments are "Graphics" and "Compute & Networking," as described in Note 15 of the Notes to Condensed Consolidated
Financial Statements.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Recent Developments, Future Objectives and Challenges

Pending Acquisition of Arm Limited
On September 13, 2020, we entered into a Purchase Agreement with Arm and SoftBank for us to acquire, from SoftBank, all allotted and issued
ordinary shares of Arm in a transaction valued at $40 billion. We paid the Signing Consideration and will pay upon closing of the acquisition $10
billion in cash and issue to SoftBank 177.5 million shares of our

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common stock, which had an aggregate value of $21.5 billion as of the date of the Purchase Agreement. The transaction includes a potential earn
out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022. If the
financial performance targets are achieved, Softbank can elect to receive either up to an additional $5 billion in cash or up to an additional
41.3 million shares of our common stock. We will issue up to $1.5 billion in restricted stock units to Arm employees after closing. The $2 billion paid
upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses
from Arm of $0.17 billion and royalties of $0.47 billion, both with a 20-year term. The closing of the acquisition is subject to customary closing
conditions, including receipt of specified governmental and regulatory consents and approvals and the expiration of any related mandatory waiting
period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities. We are
working through the regulatory process in the United States, the United Kingdom, the European Union, China and other jurisdictions. Although some
Arm licensees have expressed concerns or objected to the transaction, and discussions with regulators are taking longer than initially thought, we
are confident in the deal rationale and that regulators should recognize the benefits of the acquisition to Arm, its licensees, and the industry. If the
Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration. The Signing
Consideration was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement.

Demand
Demand for our products is based on many factors, including our product introductions and transitions, competitor announcements, and competing
technologies, all of which can impact the timing and amount of our revenue. For example, our GPUs for gaming are capable of digital currency
mining. Demand and use of GPUs for cryptocurrency has fluctuated in the past and is likely to continue to change quickly. Volatility in the
cryptocurrency market, including changes in the prices of cryptocurrencies, can impact demand for our products and our ability to estimate demand
for our products. Changes to cryptocurrency standards and processes including, but not limited to, the pending Ethereum 2.0 standard may also
create increased aftermarket resales of our GPUs, impact retail prices for our GPUs, increase returns of our products in the distribution channel, and
may reduce demand for our new GPUs. Government cryptocurrency policies and regulations may also impact the demand for our products. We
have introduced Low Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and increased the supply of CMP in an effort to
direct GeForce to gamers and CMP to miners. During the second quarter of fiscal year 2022, over 80% of our Ampere architecture-based GeForce
GPU shipments in the quarter were LHR GPUs. Additionally, consumer behavior during the COVID-19 pandemic has made it more difficult for us to
estimate future demand, and these challenges may be more pronounced or volatile in the future on both a global and regional basis if and when the
effects of the pandemic subside. In estimating demand and evaluating trends, we make multiple assumptions, any of which may prove to be
incorrect.

Supply
Our products are manufactured based on estimates of customers’ future demand and our manufacturing lead times are very long. We sell many of
our products through a channel model, and our channel customers sell to retailers, distributors, and/or end customers. As a result, the decisions
made by our channel partners, retailers, and distributors in response to changing market conditions and the changing demand for our products could
impact our financial results. To have shorter shipment lead times and quicker delivery schedules for our customers, we may build inventory for
anticipated periods of growth which do not occur, may build inventory anticipating demand that does not materialize, or may build inventory to serve
what we believe is pent-up demand. We may remain supply-constrained beyond the end of the second half of fiscal year 2022. We have placed
non-cancellable inventory orders for certain products in advance of our normal lead times, paid premiums and provided deposits to secure normal
and incremental future supply and capacity and may need to continue to do so in the future.

COVID-19
The worldwide COVID-19 pandemic has caused governments and businesses to take unprecedented measures including restrictions on travel,
temporary business closures, quarantines and shelter-in-place orders. It has significantly impacted global economic activity and caused volatility and
disruption in global financial markets. Some regions are easing COVID-19 related restrictions; however, most of our employees continue to work
remotely and we continue to temporarily prohibit most business travel.

The COVID-19 pandemic continues to evolve and affect our business and financial results. During the second quarter of fiscal 2022, our Gaming
and Data Center market platforms have benefited from stronger demand as people continue to work, learn, and play from home. As our own offices
begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-office costs.

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As the COVID-19 pandemic continues, the timing and overall demand from customers and the availability of supply chain, logistical services and
component supply may have a material net negative impact on our business and financial results. Refer to Part II, Item 1A of this Quarterly Report
on Form 10-Q for additional information under the heading “Risk Factors.”

We believe our existing balances of cash, cash equivalents and marketable securities, along with commercial paper and other short-term liquidity
arrangements, will be sufficient to satisfy our working capital needs, capital asset purchases, dividends, debt repayments and other liquidity
requirements associated with our existing operations.

Second Quarter of Fiscal Year 2022 Summary

Three Months Ended
Quarter-over-Quarter Year-over-Year
August 1, 2021 May 2, 2021 July 26, 2020 Change Change
($ in millions, except per share data)
Revenue $ 6,507 $ 5,661 $ 3,866 15 % 68 %
Gross margin 64.8 % 64.1 % 58.8 % 70 bps 600 bps
Operating expenses $ 1,771 $ 1,673 $ 1,624 6 % 9 %
Income from operations $ 2,444 $ 1,956 $ 651 25 % 275 %
Net income $ 2,374 $ 1,912 $ 622 24 % 282 %
Net income per diluted share $ 0.94 $ 0.76 $ 0.25 24 % 276 %

We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate
processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our
expertise is critical: Gaming, Data Center, Professional Visualization, and Automotive.

Revenue for the second quarter of fiscal year 2022 was $6.51 billion, up 68% from a year earlier.

Gaming revenue was up 85% from a year ago and up 11% sequentially, reflecting higher sales in GeForce GPUs and game-console SOCs. We
continued to benefit from strong sales of our GeForce RTX 30 Series based on the NVIDIA Ampere architecture. We have introduced LHR GeForce
GPUs with limited Ethereum mining capability and increased the supply of CMP in an effort to direct GeForce to gamers and CMP to miners. Over
80% of our Ampere architecture-based GeForce GPU shipments in the quarter were LHR GPUs. CMP is included in OEM.

Data Center revenue was up 35% from a year ago and up 16% sequentially. The year-on-year growth was led by the ramp of NVIDIA Ampere
architecture products into vertical industries and hyperscale customers, including strong growth in inference. Sequentially, growth stemmed from
both compute and networking products, led by hyperscale customers.

Professional Visualization revenue was up 156% from a year earlier and up 40% sequentially, driven by the ramp of NVIDIA Ampere architecture
GPUs, with growth led by desktop workstation GPUs.

Automotive revenue was up 37% from a year earlier and down 1% sequentially. The year-on-year increase was due to the recovery in automotive
demand which was impacted by the pandemic in the prior year.

OEM and Other revenue was up 180% from a year ago and up 25% sequentially, primarily reflecting growth in CMP, which generated revenue of
$266 million.

GAAP gross margin for the second quarter was up 600 basis points from a year earlier, primarily due to a non-recurring inventory step-up expense
of $161 million related to the Mellanox acquisition in the second quarter of fiscal year 2021. GAAP gross margin was up 70 basis points sequentially.

Operating expenses for the second quarter were up 9% from a year earlier and up 6% sequentially. The year-on-year and sequential increases were
primarily driven by compensation-related costs largely relating to employee growth. The year-on-year increase also reflects growth of infrastructure
costs.

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Income from operations was $2.44 billion, up 275% from a year earlier and up 25% sequentially. Net income was $2.37 billion. Net income per
diluted share was $0.94, up 276% from a year earlier and up 24% sequentially.

Cash, cash equivalents and marketable securities were $19.65 billion, up from $10.98 billion a year earlier and up from $12.67 billion in the prior
quarter. The year-on-year and sequential increases reflect $5 billion of debt issuance proceeds and operating cash flow generation.

We paid $100 million in quarterly cash dividends in the second quarter.

Market Platform Highlights

During the second quarter of fiscal year 2022, in our Gaming platform, we introduced GeForce RTX 3080 Ti and GeForce RTX 3070 Ti; announced
that NVIDIA RTX is featured in 130+ games and applications; announced that NVIDIA Reflex is supported in 20 games, including top e-sports titles;
and announced that GeForce NOW gives members access to more than 1,000 PC games.

In our Data Center platform, we unveiled NVIDIA Base Command and Fleet Command; established the AI LaunchPad hybrid-cloud partner program
to offer enterprises instant access to NVIDIA AI infrastructure and software; and announced that NVIDIA technology supports 342 supercomputers
on the latest TOP500 list, including 70% of all new systems and 8 of the top 10, and powers 35 of the top 40 greenest systems.

In our Professional Visualization platform, we expanded NVIDIA Omniverse through new integrations with Blender and Adobe, and launched the
NVIDIA RTX A2000.

In our Automotive platform, we announced design wins with robotaxi startup AutoX and autonomous trucking platform startup Embark, and
collaborated with autonomous trucking company Plus on plans to provide Amazon with at least 1,000 self-driving systems, which are powered by
NVIDIA DRIVE.

Financial Information by Business Segment and Geographic Data

Refer to Note 15 of the Notes to Condensed Consolidated Financial Statements for disclosure regarding segment information.

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Results of Operations
The following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a
percentage of revenue.

Three Months Ended Six Months Ended

August 1, July 26, August 1, July 26,
2021 2020 2021 2020
Revenue 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenue 35.2 41.2 35.5 38.4
Gross profit 64.8 58.8 64.5 61.6
Operating expenses
Research and development 19.1 25.8 19.7 24.9
Sales, general and administrative 8.1 16.2 8.6 13.3
Total operating expenses 27.2 42.0 28.3 38.2
Income from operations 37.6 16.8 36.2 23.4
Interest income 0.1 0.3 0.1 0.6
Interest expense (0.9) (1.4) (0.9) (1.1)
Other, net 0.1 — 1.1 —
Other income (expense), net (0.7) (1.1) 0.3 (0.5)
Income before income tax 36.9 15.7 36.5 22.9
Income tax expense (benefit) 0.3 (0.3) 1.3 0.7
Net income 36.6 % 16.0 % 35.2 % 22.2 %

Revenue
Revenue by Reportable Segments
Three Months Ended Six Months Ended
August 1, July 26, $ % August 1, July 26, $ %
2021 2020 Change Change 2021 2020 Change Change
($ in millions)
Graphics $ 3,907 $ 2,085 $ 1,822 87 % $ 7,358 $ 3,991 $ 3,367 84 %
Compute & Networking 2,600 1,781 819 46 % 4,810 2,955 1,855 63 %
Total $ 6,507 $ 3,866 $ 2,641 68 % $ 12,168 $ 6,946 $ 5,222 75 %

Graphics - Graphics segment revenue increased 87% in the second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021
and 84% in the first half of fiscal year 2022 compared to the first half of fiscal year 2021, reflecting growth in GeForce GPUs which benefited from
the introduction of new products of our GeForce RTX 30 Series for both desktop and laptops based on the NVIDIA Ampere architecture.
Additionally, revenue increased from higher sales of NVIDIA RTX workstations and game console SOCs.
Compute & Networking - Compute & Networking segment revenue increased 46% for the second quarter of fiscal year 2022 compared to the
second quarter of fiscal year 2021 and 63% in the first half of fiscal year 2022 compared to the first half of fiscal year 2021. Revenue increased due
to the ramp of NVIDIA Ampere GPU architecture products into vertical industries and hyperscale customers, including growth in inference. The
addition of CMP products for cryptocurrency mining also drove revenue growth. The increase in the first half of fiscal year 2022 also reflects the
addition of Mellanox, which we acquired on April 27, 2020.

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Concentration of Revenue
Revenue from sales to customers outside of the United States accounted for 85% and 86% of total revenue for the second quarter and first half of
fiscal year 2022, respectively, and 76% and 79% of total revenue for the second quarter and first half of fiscal year 2021, respectively. Revenue by
geographic region is allocated to individual countries based on the location to which the products are initially billed even if the revenue is attributable
to end customers in a different location.

No customer represented 10% or more of total revenue for the second quarter and first half of fiscal years 2022 or 2021.

Gross Margin
Our overall gross margin increased to 64.8% and 64.5% for the second quarter and first half of fiscal year 2022, respectively, from 58.8% and 61.6%
for the second quarter and first half of fiscal year 2021, respectively. These increases are primarily due to the absence of a non-recurring inventory
step-up expense of $161 million related to the Mellanox acquisition and higher ASPs within desktop GeForce GPUs with continued growth in high-
end Ampere architecture products, partially offset by a mix shift within the Compute & Networking segment.
Inventory provisions totaled $73 million and $45 million for the second quarter of fiscal years 2022 and 2021, respectively. Sales of inventory that
was previously written-off or -down totaled $20 million and $49 million for the second quarter of fiscal years 2022 and 2021, respectively. As a result,
the overall net effect on our gross margin was an unfavorable impact of 0.8% and insignificant in the second quarter of fiscal years 2022 and 2021,
respectively.

Inventory provisions totaled $131 million and $81 million for the first half of fiscal years 2022 and 2021, respectively. Sales of inventory that was
previously written-off or -down totaled $41 million and $88 million for the first half of fiscal years 2022 and 2021, respectively. As a result, the overall
net effect on our gross margin was an unfavorable impact of 0.7% and insignificant in the first half of fiscal years 2022 and 2021, respectively.
A discussion of our gross margin results for each of our reportable segments is as follows:
Graphics - The gross margin of our Graphics segment increased during the second quarter and first half of fiscal year 2022 compared to the
second quarter and first half of fiscal year 2021, primarily driven by higher ASPs within desktop GeForce GPUs with continued growth in high-
end Ampere architecture products.
Compute & Networking - The gross margin of our Compute & Networking segment decreased during the second quarter and first half of fiscal
year 2022 compared to the second quarter and first half of fiscal year 2021, primarily driven by a shift in product mix.

Operating Expenses
Three Months Ended Six Months Ended
August 1, July 26, $ % August 1, July 26, $ %
2021 2020 Change Change 2021 2020 Change Change
($ in millions)
Research and development
expenses $ 1,245 $ 997 $ 248 25 % $ 2,398 $ 1,732 $ 666 38 %
% of net revenue 19 % 26 % 20 % 25 %
Sales, general and
administrative expenses 526 627 (101) (16) % 1,046 920 126 14 %
% of net revenue 8% 16 % 9% 13 %
Total operating expenses $ 1,771 $ 1,624 $ 147 9 % $ 3,444 $ 2,652 $ 792 30 %

Research and Development

Research and development expenses increased by 25% during the second quarter of fiscal year 2022 compared to the second quarter of fiscal year
2021, primarily driven by employee additions and higher employee compensation, including stock-based compensation and infrastructure costs.

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Research and development expenses increased by 38% during the first half of fiscal year 2022 compared to the first half of fiscal year 2021,
primarily driven by employee additions and higher employee compensation, including stock-based compensation and infrastructure costs, and the
acquisition of Mellanox.
Sales, General and Administrative
Sales, general and administrative expenses decreased by 16% during the second quarter of fiscal year 2022 compared to the second quarter of
fiscal year 2021, primarily driven by lower amortization of intangible assets, partially offset by the impact of employee additions and higher employee
compensation, including stock-based compensation, and costs related to the pending acquisition of Arm.
Sales, general and administrative expenses increased by 14% during the first half of fiscal year 2022 compared to the first half of fiscal year 2021,
primarily driven by employee additions and higher employee compensation, including stock-based compensation, the acquisition of Mellanox, and
costs related to the pending acquisition of Arm, partially offset by lower amortization of intangible assets.

Other Income (Expense), Net

Interest income consists of interest earned on cash, cash equivalents and marketable securities. Interest income was $6 million and $13 million
during the second quarter of fiscal years 2022 and 2021, respectively, and $13 million and $44 million during the first half of fiscal years 2022 and
2021, respectively. The decrease in interest income was primarily due to lower interest rates earned on our investments.
Interest expense is primarily comprised of coupon interest and debt discount amortization related to our September 2016 Notes, March 2020 Notes,
and June 2021 Notes. Interest expense was $60 million and $54 million during the second quarter of fiscal years 2022 and 2021, respectively, and
$113 million and $78 million during the first half of fiscal years 2022 and 2021, respectively.
Other, net, consists primarily of realized or unrealized gains and losses from non-affiliated and equity investments and the impact of changes in
foreign currency rates. Other, net, was an income of $4 million and $138 million during the second quarter and first half of fiscal year 2022,
respectively, and not significant during the second quarter and first half of fiscal year 2021. The increase during the first half of fiscal year 2022 was
primarily due to an unrealized gain from an equity investment. Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for
additional information regarding our equity investment.

Income Taxes
We recognized an income tax expense of $20 million and $153 million for the second quarter and first half of fiscal year 2022, respectively, and an
income tax benefit of $13 million and an income tax expense of $52 million for the second quarter and first half of fiscal year 2021, respectively. The
income tax expense as a percentage of income before income tax was 0.9% and 3.4% for the second quarter and first half of fiscal year 2022,
respectively, and 3.3% for the first half of fiscal year 2021. The income tax benefit as a percentage of income before income tax was 2.0% for the
second quarter of fiscal year 2021.

The increase in our effective tax rate for the second quarter and first half of fiscal year 2022 as compared to the same periods of fiscal year 2021
was primarily due to a decreased impact of tax benefits from stock-based compensation and the U.S. federal research tax credit, and an increase in
the amount of earnings subject to U.S. tax, partially offset by the discrete benefit of the Domestication. Refer to Note 6 of the Notes to Condensed
Consolidated Financial Statements for further information, including the Domestication.

Liquidity and Capital Resources

August 1, 2021 January 31, 2021
(In millions)
Cash and cash equivalents $ 5,628 $ 847
Marketable securities 14,026 10,714
Cash, cash equivalents and marketable securities $ 19,654 $ 11,561

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 Six Months Ended
August 1, 2021 July 26, 2020
(In millions)
Net cash provided by operating activities $ 4,556 $ 2,476
Net cash used in investing activities $ (3,805) $ (14,545)
Net cash provided by financing activities $ 4,030 $ 4,447

As of August 1, 2021, we had $19.65 billion in cash, cash equivalents and marketable securities, an increase of $8.09 billion from the end of fiscal
year 2021. Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit
exposures, and certain maturity limits on our portfolio.

Cash provided by operating activities increased in the first half of fiscal year 2022 compared to the first half of fiscal year 2021, due to higher net
income, partially offset by changes in working capital. Changes in working capital include increases in outstanding trade receivables due to higher
revenue and decreased shipment linearity.
Cash used in investing activities decreased in the first half of fiscal year 2022 compared to cash used in the first half of fiscal year 2021, primarily
driven by the acquisition of Mellanox in the second quarter of fiscal year 2021 and higher sales and maturities of marketable securities, partially
offset by higher purchases of marketable securities and higher purchases of property and equipment and intangible assets.
Cash provided by financing activities decreased in the first half of fiscal year 2022 compared to cash provided in the first half of fiscal year 2021,
which primarily reflects higher payments related to tax on restricted stock units.
Liquidity

Our primary sources of liquidity are our cash and cash equivalents, our marketable securities, and the cash generated by our operations. As of
August 1, 2021, we had $19.65 billion in cash, cash equivalents, and marketable securities. Our marketable securities consist of certificates of
deposits and debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and foreign
government entities. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 7 of the Notes to Condensed
Consolidated Financial Statements for additional information. We believe that we have sufficient liquidity to meet our operating requirements for at
least the next 12 months, and for the foreseeable future, including our proposed acquisition of Arm and current and future obligations to secure
normal and incremental supply and capacity. We continuously evaluate our liquidity and capital resources, including our access to external capital,
to ensure we can finance our future capital requirements.

We have approximately $1.8 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any
related foreign or state taxes if we repatriate these amounts to the U.S. Other than that, substantially all of our cash, cash equivalents and
marketable securities held outside of the U.S. as of August 1, 2021 are available for use in the U.S. without incurring additional U.S. federal income
taxes. Following the Domestication, we expect to fully utilize our accumulated U.S. federal research tax credits during fiscal year 2022, resulting in
higher cash tax payments starting in fiscal year 2023.

Capital Return to Shareholders

In the first half of fiscal year 2022, we paid $198 million in quarterly cash dividends. Our cash dividend program and the payment of future cash
dividends under that program are subject to the continuing determination by our Board of Directors that the dividend program and the declaration of
dividends thereunder are in the best interests of our shareholders.
As of August 1, 2021, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $7.24 billion
through December 2022. We did not repurchase any shares during the first half of fiscal year 2022.
Outstanding Indebtedness and Credit Facilities

As of August 1, 2021, we had outstanding:

• $1.00 billion of Notes Due 2021;
• $1.25 billion of Notes Due 2023;

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 • $1.25 billion of Notes Due 2024;
• $1.00 billion of Notes Due 2026;
• $1.25 billion of Notes Due 2028;
• $1.50 billion of Notes Due 2030;
• $1.25 billion of Notes Due 2031;
• $1.00 billion of Notes Due 2040;
• $2.00 billion of Notes Due 2050; and
• $500 million of Notes Due 2060.
On August 16, 2021, we repaid the $1.00 billion of 2.20% Notes Due 2021.

We have a Credit Agreement under which we may borrow up to $575 million for general corporate purposes and can obtain revolving loan
commitments up to $425 million. As of August 1, 2021, we had not borrowed any amounts under this agreement. The Credit Agreement expires
October 2021.

We have a $575 million commercial paper program to support general corporate purposes. As of August 1, 2021, we had not issued any commercial
paper.
Contractual Obligations

There were no material changes outside the ordinary course of business in our contractual obligations from those disclosed in our Annual Report on
Form 10-K for the fiscal year ended January 31, 2021. Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 for a description of
our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Note 3, Note 12,
and Note 13 of the Notes to Condensed Consolidated Financial Statements, respectively.

Adoption of New and Recently Issued Accounting Pronouncements

Refer to Note 1 of the Notes to Condensed Consolidated Financial Statements for a discussion of adoption of new and recently issued accounting
pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment and Interest Rate Risk

Financial market risks related to investment and interest rate risk are described in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2021. As of August 1, 2021, there have been no material changes, including the impact of the COVID-19 pandemic, to the financial
market risks described as of January 31, 2021.

Foreign Exchange Rate Risk

The impact of foreign currency transactions related to foreign exchange rate risk is described in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2021. As of August 1, 2021, there have been no material changes, including the impact of the COVID-19 pandemic, to the
foreign exchange rate risks described as of January 31, 2021.

Refer to Note 11 of the Notes to Condensed Consolidated Financial Statements for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

Disclosure Controls and Procedures
Based on their evaluation as of August 1, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded
that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) were effective to
provide reasonable assurance.

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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the second quarter of fiscal year 2022 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or
our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been
detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Part I, Item 1, Note 13 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our
legal proceedings since January 31, 2021. Also refer to Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2021 for a prior discussion of our legal proceedings.

ITEM 1A. RISK FACTORS

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual
Report on Form 10-K for the fiscal year ended January 31, 2021 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended
May 2, 2021.

Before you buy our common stock, you should know that making such an investment involves some risks including, but not limited to, the risks
described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 and Item 1A of our Quarterly Report on Form
10-Q for the fiscal quarter ended May 2, 2021. Additionally, any one of those risks could harm our business, financial condition and results of
operations, which could cause our stock price to decline. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations.

The COVID-19 pandemic continues to impact our business and could materially adversely affect our financial condition and results of
operations.
COVID-19 has spread worldwide, resulting in government authorities implementing numerous measures to try to contain the disease, such as travel
bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted, and may further impact, our workforce
and operations, the operations of our customers and our partners, and those of our respective vendors and suppliers (including our subcontractors
and third-party contract manufacturers). Our critical business operations, including our headquarters, most of our finished goods inventory and many
of our key suppliers, are located in regions which have been impacted by COVID-19. Our customers and suppliers worldwide have also been
affected and may continue to be affected by COVID-19 related restrictions and closures.

The COVID-19 pandemic continues to evolve and affect our business and financial results and it has increased the duration and impact of economic
and demand uncertainty.

In some regions, markets, or industries, where COVID-19 has driven an increase in sales for our products, the demand may not be sustainable if
conditions change. The reopening of offices may also generate demand for our products that may be temporary. Additionally, stronger demand
globally has limited the availability of capacity and components in our supply chain, particularly in Gaming, which could cause us to order an excess
amount if demand changes, pay higher prices, or limit our ability to obtain supply at necessary levels or at all. As the COVID-19 pandemic
continues, the timing and overall demand from customers and the availability of supply chain, logistical services and component supply may have a
material net negative impact on our business and financial results.

The manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic
locations, including Taiwan, China, Hong Kong, Israel and Korea. A significant portion of our finished goods product distribution occurs through
Hong Kong, Israel and Taiwan. Additionally, our headquarters

33
is in California. Each of these countries and locations has been affected by the pandemic and has taken measures to try to contain it, including
restrictions on manufacturing facilities, commerce, travel, on our support operations or workforce, or on our customers, partners, vendors and
suppliers. There is considerable uncertainty regarding the impact of such measures and potential future measures. Such measures, as well as
restrictions on or disruptions of transportation, such as reduced availability or increased cost of air transport, port closures and increased border
controls or closures, could limit our capacity to meet customer demand and have a material adverse effect on our financial condition and results of
operations.

The spread of COVID-19 has caused us to modify our business practices (including employee travel, mandatory work-from-home policies and
cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities
and regulations or that we determine are in the best interests of our employees, customers, partners and suppliers. Some regions are easing
COVID-19 related restrictions; however, most of our employees continue to work remotely and we continue to temporarily prohibit most business
travel. There is no certainty that such measures will be sufficient to mitigate the risks posed by the disease, and our ability to perform critical
functions could be harmed. As our offices begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-
office costs, which could adversely impact our results of operations.

While the extent and duration of the COVID-19 pandemic on the global economy and our business is difficult to assess or predict, the pandemic has
resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our
customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. A recession or financial market correction
resulting from the lack of containment and spread of COVID-19 could impact overall technology spending, adversely affecting demand for our
products, our business and the value of our common stock.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of
the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the
expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its
severity, the emergence and spread of new and more contagious or deadly variants or mutant strains of the COVID-19 virus that may render
vaccines ineffective or decrease their efficacy, the future spikes of COVID-19 infections or the existence of any additional waves of the COVID-19
pandemic and the severity of breakthrough cases, the actions to contain the disease or treat its impact, the development, distribution, availability
and widespread acceptance of effective vaccines or other treatments and the timing of vaccine rollouts and herd immunity globally, further related
restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic,
all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the COVID-19
pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though
the full extent and duration is uncertain.

Our indebtedness could adversely affect our financial position and cash flows from operations, and prevent us from implementing our
strategy or fulfilling our contractual obligations.
As of August 1, 2021, we had outstanding a total of $12 billion in notes due between 2021 and 2060. As each series of senior notes matures, unless
earlier redeemed or repurchased, we may have to expend significant resources to either repay or refinance notes. If we decide to refinance the
notes, we may be required to do so on different or less favorable terms or we may be unable to refinance the notes at all, both of which may
adversely affect our financial condition. We also have entered into a credit agreement that expires in October 2021 under which we may borrow up
to $575 million and, subject to obtaining new commitments from lenders under the credit agreement, may borrow up to an additional $425 million
under revolving loan commitments. We also have a $575 million commercial paper program. As of August 1, 2021, we had not borrowed any
amounts under the credit agreement or issued any commercial paper. Maintenance of our indebtedness, contractual restrictions, and additional
issuances of indebtedness could:

• cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• limit our flexibility in planning for, or reacting to, changes in our business and our industry;

• impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate or other purposes; and

34
 • due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers, dispose of all or
substantially all of the assets of us and our subsidiaries, taken as a whole, materially change our business or incur subsidiary indebtedness,
subject to customary exceptions.

We are required to comply with the covenants set forth in our indenture and credit agreement. Our ability to comply with these covenants may be
affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject
to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable. In addition, changes by any rating agency
to our credit rating may negatively impact the value and liquidity of our securities, could restrict our ability to obtain additional financing in the future
and could affect the terms of any such financing.

We may not be able to realize the potential financial or strategic benefits of business acquisitions or investments, including the Mellanox
acquisition and the planned Arm acquisition, and we may not be able to successfully integrate acquisition targets, which could hurt our
ability to grow our business, develop new products or sell our products.
We hold and may in the future hold investments in publicly traded companies which could create volatility in our results and may generate losses up
to the value of the investment. We have in the past acquired and invested in, and may continue to acquire and invest in, other businesses that offer
products, services and technologies that we believe will help expand or enhance our existing products, strategic objectives and business. We
completed our acquisition of Mellanox for approximately $7 billion in April 2020. In September 2020, we announced our agreement to acquire all
allotted and issued ordinary shares of Arm in a transaction valued at $40 billion. We are working through the regulatory process in the United States,
the United Kingdom, the European Union, China and other jurisdictions. Discussions with regulators are taking longer than initially thought and it is it
is difficult to predict when the regulatory process will conclude. If the Purchase Agreement is terminated under certain circumstances, we will be
refunded $1.25 billion of the Signing Consideration.

The Mellanox acquisition, the planned Arm acquisition and future acquisitions or investments involve significant challenges and risks, and could
impair our ability to grow our business, develop new products or sell our products, and ultimately could have a negative impact on our growth or our
financial results. Given that our resources are limited, our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a
particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our strategic objectives.
Furthermore, if we are unable to complete acquisitions in a timely manner, including due to delays in obtaining regulatory approvals, such as with
respect to the planned Arm acquisition, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target
company, technology may evolve, making the acquisition less attractive, and other changes can take place which could jeopardize or reduce the
anticipated benefits of the transaction and negatively impact our business. In addition, we have made and may in the future make strategic
investments in private companies and may not realize a return on our investments. Additional risks related to the Mellanox acquisition, the planned
Arm acquisition and other acquisitions or strategic investments include, but are not limited to:

• difficulty in combining the technology, products, or operations of the acquired business with our business;

• difficulty in integrating and retaining the acquired workforce, including key employees;

• diversion of capital and other resources, including management’s attention;

• assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;

• integrating financial forecasting and controls, procedures and reporting cycles;

• coordinating and integrating operations in countries in which we have not previously operated;

• acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and
joint ventures;

• difficulty in realizing a satisfactory return, if any return at all;

• difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing;

• the potential impact of with complying with governmental or other regulatory restrictions placed on an acquisition;

35
 • the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to
pay reverse breakup fees or are otherwise unable to close an acquisition;

• failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment;

• legal proceedings initiated as a result of an acquisition or investment;

• the potential for our acquisitions to result in dilutive issuances of our equity securities;

• the potential variability of the amount and form of any performance-based consideration;

• uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all;

• negative changes in general economic conditions in the regions or the industries in which we or our target operate;

• the need to determine an alternative strategy if an acquisition does not meet our expectations;

• potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and

• impairment of relationships with, or loss of our or our target’s employees, vendors and customers, as a result of our acquisition or
investment.

System security and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue and
increase our expenses, which could adversely affect our stock price and damage our reputation.
Security breaches, computer malware, phishing, and cyber-attacks have become more prevalent and sophisticated in recent years. These threats
are constantly evolving, making it increasingly difficult to successfully defend against them or implement adequate preventative measures. These
attacks have occurred on our systems in the past and are expected to occur in the future. Experienced computer programmers, hackers and
employees may penetrate our security controls and misappropriate or compromise our confidential information, or that of our employees or third
parties. These attacks may create system disruptions or cause shutdowns. These hackers may also develop and deploy viruses, worms and other
malicious software programs that attack or otherwise exploit security vulnerabilities in our products, including consumer and automotive products,
where we utilize over-the-air updates to improve functionality over time. For portions of our IT infrastructure, including business management and
communication software products, we rely on products and services provided by third parties. These providers may also experience breaches and
attacks to their products which may impact our systems. For example, in 2020, SolarWinds Inc., one of our third party software service providers,
was subject to a data security breach. We have completed our investigations of this breach, which were supported by a third party expert, and
concluded that there was no adverse impact to NVIDIA. Data security breaches may also result from non-technical means, such as actions by an
employee with access to our systems. To defend against security threats, both to our internal systems and those of our customers, we must
continuously engineer more secure products and enhance security and reliability features, which may result in increased expenses. We must also
continue to develop security measures within NVIDIA, ensure our suppliers have appropriate security measures in place, and continue to meet the
evolving security requirements of our customers or our business could be negatively impacted.

Actual or perceived breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary
information or sensitive or confidential data about us, our partners, our customers or third parties could expose us and the parties affected to a risk
of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our
brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may
not be successful. We may experience interruptions, delays, cessation of service and loss of existing or potential customers. Such disruptions could
adversely impact our ability to fulfill orders and interrupt other critical functions. Delayed sales, lower margins or lost customers as a result of these
disruptions could adversely affect our financial results, stock price and reputation.

36
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Beginning August 2004, our Board of Directors authorized us to repurchase our stock.

Since the inception of our share repurchase program, we have repurchased an aggregate of 1.04 billion shares for a total cost of $7.08 billion
through August 1, 2021. All shares delivered from these repurchases have been placed into treasury stock.

The repurchases can be made in the open market, in privately negotiated transactions, or in structured share repurchase programs, and can be
made in one or more larger repurchases, in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market
conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common
stock and the program may be suspended at any time at our discretion.

In the first half of fiscal year 2022, we paid $198 million in quarterly cash dividends. As of August 1, 2021, we were authorized, subject to certain
specifications, to repurchase additional shares of our common stock up to $7.24 billion through December 2022. We did not repurchase any shares
during the first half of fiscal year 2022.

Restricted Stock Unit Share Withholding

We also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted
stock unit awards under our employee equity incentive program. During the second quarter of fiscal year 2022, we withheld approximately 2
million shares at a total cost of $362 million through net share settlements. During the first half of fiscal year 2022, we withheld approximately 5
million shares at a total cost of $848 million through net share settlements.

37
ITEM 6. EXHIBITS
Schedule
Exhibit No. Exhibit Description /Form File Number Exhibit Filing Date
3.1 Amendment to Amended and Restated 8-K 000-23985 3.1 6/7/2021
Certificate of Incorporation of NVIDIA
Corporation
4.1 Officers’ Certificate, dated as of June 16, 8-K 000-23985 4.2 6/16/2021
2021
4.2 Form of 2023 Note 8-K 000-23985 Annex A-1 to 6/16/2021
Exhibit 4.2
4.3 Form of 2024 Note 8-K 000-23985 Annex B-1 to 6/16/2021
Exhibit 4.2
4.4 Form of 2028 Note 8-K 000-23985 Annex C-1 to 6/16/2021
Exhibit 4.2
4.5 Form of 2031 Note 8-K 000-23985 Annex D-1 to 6/16/2021
Exhibit 4.2
10.1**+ Amended and Restated 2007 Equity
Incentive Plan
10.2**+ Amended and Restated 2012 Employee
Stock Purchase Plan
31.1** Certification of Chief Executive Officer as
required by Rule 13a-14(a) of the Securities
Exchange Act of 1934
31.2** Certification of Chief Financial Officer as
required by Rule 13a-14(a) of the Securities
Exchange Act of 1934
32.1#** Certification of Chief Executive Officer as
required by Rule 13a-14(b) of the Securities
Exchange Act of 1934
32.2#** Certification of Chief Financial Officer as
required by Rule 13a-14(b) of the Securities
Exchange Act of 1934
101.INS** Inline XBRL Instance Document - the
instance document does not appear in the
Interactive Data File because its XBRL tags
are embedded within the Inline XBRL
document.
101.SCH** Inline XBRL Taxonomy Extension Schema
Document
101.CAL** Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF** Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB** Inline XBRL Taxonomy Extension Labels
Linkbase Document
101.PRE** Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover
page interactive data file does not appear in
the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL
document.

** Filed herewith.

+ Management contract or compensatory plan or arrangement.

38
# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits
32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the
Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act,
except to the extent that the registrant specifically incorporates it by reference.

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.

39
 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: August 20, 2021

NVIDIA Corporation
By: /s/ Colette M. Kress
Colette M. Kress
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and
Principal Financial Officer)

40
 NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan
Approved by the Compensation Committee: April 24, 2007
Approved by the Stockholders: June 21, 2007
Amended by the Compensation Committee: November 11, 2010
Amended and Restated by the Compensation Committee: March 22, 2012
Approved by the Stockholders: May 17, 2012
Amended and Restated by the Compensation Committee: April 9, 2014
Approved by the Stockholders: May 23, 2014
Amended and Restated by the Compensation Committee: April 5, 2016
Approved by the Stockholders: May 18, 2016
Amended and Restated by the Compensation Committee: April 3, 2018
Approved by the Stockholders: May 16, 2018
Amended and Restated by the Compensation Committee: April 27, 2020
Approved by the Stockholders: June 9, 2020
Amended and Restated by the Board of Directors: July 19, 2021
Termination Date: April 26, 2030

1. General.

(a) Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation 1998
Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 1998 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation 2000
Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Following the Effective Date,
no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the terms of this Plan
except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company anticipates taking such
steps as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or are
employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan covering up to an aggregate of
100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign nationals or are employed outside the
United States (such 100,000 share reserve, the “Foreign Transition Reserve”). On the Effective Date, all of the shares remaining available for
issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that the issuance of shares upon the exercise
of options or the settlement of stock awards granted under the Prior Plans (including the issuance of shares upon the exercise or settlement of any
awards granted following the Effective Date subject to the terms of the 1998 Plan from the Foreign Transition Reserve) will occur from this Plan and
will reduce the number of shares of Common Stock available for issuance under this Plan as provided in Section 3 below. Any shares of Common
Stock subject to outstanding options and stock awards granted under the Prior Plans that expire or terminate for any reason prior to exercise or
settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for issuance pursuant to Stock Awards granted hereunder.
Except as expressly set forth in this Section 1(a), all options and stock awards granted under the Prior Plans will remain subject to the terms of the
Prior Plans with respect to which they were originally granted.

(b) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.

(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii)
Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance Cash
Awards, and (viii) Other Stock Awards.
(d) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards
as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and to
provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the
granting of Stock Awards.
 (e) Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-based
compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant to the
transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in effect on
November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in accordance with the
TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.

2. Administration.

(a) Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a
Committee or Committees, as provided in Section 2(c).

(b) Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each Award
will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not be
identical), including the time or times when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the number
of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award
Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the
Plan or Award fully effective.
(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may be exercised or the time during which it will
vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the Plan to
the contrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof will vest
may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in Control.

(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or
termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Awards granted under the Plan
into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization
Adjustments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of shares of
Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive Awards under the Plan, (iii)
materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be
issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards available for issuance
under the Plan, but only to the extent required by applicable law or listing requirements. Except as otherwise provided in the Plan or an Award
Agreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless (i)
the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.
 (vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to
satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding Incentive
Stock Options, or (iii) Rule 16b-3.

(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but
not limited to, amendments to provide terms more favorable than previously provided in the Award Agreement, subject to any specified limits in the
Plan that are not subject to Board discretion; provided however, that, except with respect to amendments that disqualify or impair the status of an
Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be materially impaired by
any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.
Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Board may
amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as an Incentive Stock Option, (B) to clarify
the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and the related guidance thereunder, or (C) to
comply with other applicable laws.
(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are necessary
or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed or located
outside the United States.

(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the
Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by
the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the
administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the
Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any
time, revest in the Board some or all of the powers previously delegated.

(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance
with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the
Committee, in its sole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards to eligible
persons who are either (I) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income
resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, and/or
(B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then
subject to Section 16 of the Exchange Act.

(d) Delegation to Officers. The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to
the extent permitted by applicable law, the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock
Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares
of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or
herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most
recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority.
Notwithstanding anything to the contrary in this Section 2(d), the Board may not delegate to an Officer who is acting solely in the capacity of an
Officer (and not also as a Director) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to
review by any person and will be final, binding and conclusive on all persons.

(f) Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise or
strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation
Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Stock Awards under the
Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.
(g) Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any
shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agreement; provided, however,
that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested under the terms
of such Award Agreement, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the
terms and conditions applicable to such shares under the terms of such Award Agreement (including, but not limited to, any vesting conditions), and
(iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such
shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such Award Agreement.

3. Shares Subject to the Plan.

(a) Share Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of
Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 977,471,064 shares (the
“2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares1, which is the total reserve that
the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the shares remaining
available for issuance under the Prior Plans on the Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 shares that were approved
at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Meeting of Stockholders), (iii) 10,000,000
shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that were approved at the Company’s
2016 Annual Meeting of Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 Annual Meeting of Stockholders, (vi)
14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockholders, and (vii) 733,103,298 shares that were added to
reflect a 4-for-1 stock split effective July 19, 2021. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of shares of
Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as
provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if
applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not
reduce the number of shares available for issuance under the Plan.

(b) Reversion of Shares to the Share Reserve.

(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise terminate, in whole or in
part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited to or
repurchased by the Company at their original exercise or purchase price pursuant to the Company’s reacquisition or repurchase rights under the
Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of such shares, or (z)
Stock

1 The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 forward stock split effective September 10, 2007.
Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or repurchased by the Company,
shall revert to and again become available for issuance under the Plan.

(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participant because
such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a Stock Award
that are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “net
exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in shares of Common Stock, the number of shares
subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under the Plan. If any shares
subject to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in satisfaction of the withholding of
taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant shall not remain available for
subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of taxes incurred in connection with a
Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of
shares so tendered shall not remain available for subsequent issuance under the Plan. If any shares of Common Stock are repurchased by the
Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, then the number of shares so repurchased
shall not remain available for subsequent issuance under the Plan.
(c) Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the provisions of Section 9(a) relating to Capitalization Adjustments,
the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options under the Plan
(including Incentive Stock Options granted under the Prior Plans) will be 1,000,000,000 shares of Common Stock.

(d) Individual Award Limitations. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, no Participant will be
eligible to be granted during any fiscal year:

(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an increase over an exercise or
strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more than 8,000,000
shares of Common Stock;

(ii) Performance Stock Awards covering more than 8,000,000 shares of Common Stock; and

(iii) Performance Cash Awards with a value of more than $6,000,000.

If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance Stock
Award could be paid out in cash, it will count only against the Performance Stock Award limit.

(e) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.

4. Eligibility.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than
Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to
Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule
405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code
(for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in
connection with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the
Company, in connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of
the Code.
 (b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such
Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration
of five (5) years from the date of grant.

(c) Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of the
Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the
Consultant is a natural person, or because of any other rule governing the use of Form S-8.

5. Provisions Relating to Options and Stock Appreciation Rights.

Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Options will be
separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to
qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation of
provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the
expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, and notwithstanding anything in the Award
Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the Option or
SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than
the Fair Market Value subject to the Award if such Award is granted pursuant to an assumption or substitution for another option or stock
appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Section 424(a) of the Code. Each SAR will be
denominated in shares of Common Stock equivalents.

(c) Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be paid, to the extent permitted
by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board
will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain
methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment
permitted by this Section 5(c) are:

(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the
stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds;

(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of
shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that
shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) shares issuable
upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are
delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.

(d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the
Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under
such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution may
be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in
the Award Agreement evidencing such SAR.
(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and
SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such additional
terms and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options and SARs will apply:

(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or
pursuant to subsections (ii) and (iii) below) and will be exercisable during the lifetime of the Participant only by the Participant; provided, however,
that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with applicable tax and securities laws upon
the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii) Domestic Relations Orders. Notwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, an
Option or SAR may be transferred pursuant to a domestic relations order or official marital settlement agreement; provided, however, that an
Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation. Notwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, a
Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (or the designated
broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive
the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the
Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or SAR and receive the
Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time,
including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws or difficult to
administer.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times
when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s
Continuous Service terminates as a result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of
termination of Continuous Service. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of
shares of Common Stock as to which an Option or SAR may be exercised.
(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the
Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death
or Disability), the Participant may exercise his or her
Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) but only
within such period of time ending on the earlier of (i) the date 90 days following the termination of the Participant’s Continuous Service, or (ii) the
expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not
exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR will terminate.

(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause or upon the Participant’s death or Disability) would either (i) be prohibited solely because the issuance of shares of Common
Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under Section 16(b) of
the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then the Option or SAR
will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous Service during which the
exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the Participant to short-swing liability
under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Option or SAR as set forth in the Award Agreement. All
determinations under this Section 5(h) will be made in the sole discretion of the Board.

(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may
exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of
Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous
Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the
Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR
will terminate.

(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event will
give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the Award
Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give rise to acceleration
of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such
Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or
inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of
(A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If,
after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award Agreement (as applicable), the
Option or SAR will terminate.

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will
terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her
Option or SAR from and after the time of such termination of Continuous Service.

(l) Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant
of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if
such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued,
or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award
Agreement or in another agreement between the Participant and the Company, or, if no such
definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be
exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-
exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent
permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee
in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of
pay, the provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

6. Provisions of Stock Awards other than Options and SARs.

(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the
Board will deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) held
in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a
certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical,
provided, however, that each Restricted Stock Award Agreement will include (through incorporation of the provisions hereof by reference in the
Award Agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or electronic
funds transfer payable to the Company, (B) past services rendered to the Company or an Affiliate, or (C) any other form of legal consideration
(including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. Shares of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the Company
in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s Continuous
Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of termination of
Continuous Service.

(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may
receive via a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant which have not vested as of
the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the
Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock
Award Agreement.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and
conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each Restricted
Stock Unit Award Agreement will include (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the
substance of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by
the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be
acceptable to the Board in its sole discretion and permissible under applicable law.
 (ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting
of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, however, that in all cases, in the event a Participant’s
Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of the date of
termination of Continuous Service.

(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any
combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose
such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit
Award to a time after the vesting of such Restricted Stock Unit Award.
(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award
Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.

(c) Performance Awards.

(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest or
exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may require the
completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his or her death,
then the Performance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully vested, as of the
date of death, and shares thereunder will be issued promptly following the date of death. The length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained
will be conclusively determined by the Committee (or, to the extent that an Award is not intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award
Agreement, the Board or the Committee, as applicable, may determine that cash may be used in payment of Performance Stock Awards.

(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during a
Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous
Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to the extent that an Award
is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. The Board or
the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the Committee, as applicable, may specify,
may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Board or the
Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for
a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board or the Committee, as applicable, may
specify, to be paid in whole or in part in cash or other property. In addition, to the extent permitted by applicable law and the applicable Award
Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this Plan may be used in payment of
Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an inducement to hold shares of Common
Stock.

(iii) Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with
respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals
applicable to, and the formula for calculating the
amount payable under, the Award no later than the earlier of (a) the date 90 days after the commencement of the applicable Performance Period,
and (b) the date on which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable
Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other
material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common
Stock). With respect to any Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee may
reduce or eliminate the compensation or economic benefit due upon the attainment of the applicable Performance Goals on the basis of any such
further considerations as the Committee, in its sole discretion, may determine.

(d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,
including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the
preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole and
complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares
of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such
Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a result of his or her death,
then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of Continuous Service.

7. Covenants of the Company.

(a) Availability of Shares. During the terms of the Stock Awards, the Company will keep available at all times the number of shares of
Common Stock reasonably required to satisfy such Stock Awards.

(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the
Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock
upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the
Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if the cost or
efforts to obtain the approval is unreasonable in relation to the value of the benefits to be provided under the Plan, as determined by the Company in
its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or
agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the
Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such
authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to
the Award if such grant or issuance would be in violation of any applicable securities laws.

(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such Participant as
to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such
holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the Company nor
any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

8. Miscellaneous.

(a) Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any
Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the
instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the
corporate records (e.g.,
Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule
or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the papering of the Award Agreement,
the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.

(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares
under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the books and
records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in
connection with any Award granted pursuant to the Plan will confer upon any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the Employee’s employment
contract, if any), (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the
service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which
the Company or the Affiliate is incorporated, as the case may be.

(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for
the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee
has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the Board has the
right in its sole discretion (provided in compliance with applicable local laws) to (i) make a corresponding reduction in the number of shares or cash
amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii)
in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such
reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.
(f) Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to
which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and
any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock
Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with
the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s) or any Board
or Committee resolutions related thereto.

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising
the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the
Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing
requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities Act,
or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or appropriate in
order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(h) Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any
federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance contributions,
payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any compensation paid to
the Participant by the Company or an Affiliate) or by a combination of such means: (i) causing the Participant to tender a cash payment;
(ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the
Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be
withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or
(v) by such other method as may be set forth in the Award Agreement.

(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered
electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.
(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and
procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code.
Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing
services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement
such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(k) Compliance with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be
interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the
Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted hereunder is
not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and
conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on
terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the
contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a
Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of
Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A
of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of
such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a
manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month
period elapses, with the balance paid thereafter on the original schedule.

(l) Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the
Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the
Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or
appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property
upon the occurrence of Cause.

9. Adjustments upon Changes in Common Stock; Other Corporate Events.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum number of securities that
may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of securities
that may be awarded to any person pursuant to Section 3(d), and (iv) the class(es) and number of securities and price per share of stock subject to
outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.

(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the
Company, and upon ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding
shares of Common Stock not subject to the Company’s right of repurchase or a forfeiture condition) will terminate immediately prior to the
completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfeiture condition
may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service,
provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer
subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is
completed but contingent on its completion.

(c) Corporate Transaction.

(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction,
any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all
Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not
limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any
reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the
Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving
corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock
award for only a portion of a Stock Award.

(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement (including an
option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options and stock
awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does
not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect
to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not
terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Stock Awards
(and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness of the Corporate Transaction) be
accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board will determine (or, if the Board will not determine
such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards will terminate
if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the
Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate Transaction).
 (iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award
Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding
options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its
parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock
Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current
Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) will not be accelerated and
such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of
repurchase), upon advance written notice by the Company of at least five (5) business days to the holders of such Stock Awards, will terminate if not
exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held
by the Company with respect to such Stock Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(d) Change in Control.

(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in Control, any
surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock
Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to,
awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), and any reacquisition or
repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the
successor of the Company (or the successor’s parent company, if any), in connection with such Change in Control. A surviving corporation or
acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a
portion of a Stock Award.

(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement (including an
option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options and stock
awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or its parent company) does not
assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to
Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the vesting of such Stock Awards
(and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness of the Change in Control) be
accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if the Board will not determine such
a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such Stock Awards will terminate if not
exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or repurchase rights held by the Company
with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in Control).

(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award
Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding
options and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or its parent
company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards,
then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current
Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) will not be accelerated and
such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of
repurchase), upon advance written notice by the Company of at least five (5) business days to the holders of such Stock Awards, will terminate if not
exercised (if applicable) prior to the effective time of the Change in Control; provided, however, that any reacquisition or repurchase
rights held by the Company with respect to such Stock Awards will not terminate and may continue to be exercised notwithstanding the Change in
Control.

(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant. A Stock Award may vest as to all or any portion of the shares subject to the Stock Award (i)
immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted by a surviving or
acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or constructively, within a
designated period following the occurrence of a Change in Control, but in the absence of such provision, no such acceleration will occur.

10. Termination or Suspension of the Plan.

(a) Plan Term. Unless sooner terminated by the Board pursuant to Section 2, the Plan will automatically terminate on the day before the tenth
(10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Committee, or (ii) the date the Plan is approved
by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while the Plan is
suspended or after it is terminated.

11. Effective Date of Plan.

This Plan will become effective on the Effective Date.

12. Choice of Law.

The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
that state’s conflict of laws rules.

13. Definitions.

As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the
Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the
foregoing definition.

(b) “Award” means a Stock Award or a Performance Cash Award.

(c) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an
Award.

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

(e) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to
the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the
conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.
(f) “Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a
definition of “Cause,” the definition of “Cause” in the applicable agreement, or (ii) if a Participant is not party to any such agreement, such
Participant’s termination because of (A) any willful, material violation by the Participant of any law or regulation applicable to the business of the
Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by
the Participant of a common law fraud, (B) the Participant’s commission of an act of personal dishonesty that involves personal profit in connection
with the Company or any other entity having a business relationship with the Company, (C) any material breach by the Participant of any provision
of any agreement or understanding between the Company or an Affiliate and the Participant regarding the terms of the Participant’s service as an
Employee, Officer, Director or Consultant to the Company or an Affiliate, including without limitation, the willful and continued failure or refusal of the
Participant to perform the material duties required of such Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate,
other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement
between the Company or an Affiliate and the Participant, (D) the Participant’s disregard of the policies of the Company or an Affiliate so as to cause
loss, damage or injury to the property, reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is
materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.

(g) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by an
investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because the
level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,
provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the
Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person
over the designated percentage threshold, then a Change in Control will be deemed to occur;

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving
Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the
surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;

(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company
immediately prior to such sale, lease, license or other disposition; or

(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for
election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office,
such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.
 For purposes of determining voting power under the term Change in Control, voting power will be calculated by assuming the conversion of all
equity securities convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to
subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in
an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to
Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an
individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed to occur upon
announcement or commencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other transaction, in
each case without a requirement that the Change in Control actually occur.

If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is
not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the
Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may,
in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to the definition of “Change in
Control” under Section 409A of the Code and the regulations thereunder.
(h) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(i) “Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with
Section 2(c).

(j) “Common Stock” means the common stock of the Company.

(k) “Company” means NVIDIA Corporation, a Delaware corporation.

(l) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory
services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such
services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for
purposes of the Plan.

(m) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however,
that if the Entity for which a Participant is rendering services ceases to qualify as an “Affiliate” as determined by the Board in its sole discretion, such
Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent
permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service
will be considered interrupted in the case of: (i) any leave of absence approved by the Board of the chief executive officer of the Company, including
sick leave, military leave or any other personal leave; or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the
foregoing, and except as otherwise required by applicable law or as otherwise determined by the Committee, a leave of absence will be treated as
Continuous Service for purposes of vesting in an Award only on those days on which the Participant is using Company-paid vacation time and
floating holidays and for the first 90 days of leave during which the Participant is not being paid through such vacation time and floating holidays. In
addition, to the extent required for exemption from or compliance with Section 409A of the Code, the determination of whether there has been a
termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation
from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).
 (n) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the
consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company, in the case of Awards
granted on or after the date of the Annual Meeting of Stockholders in 2012, and at least 90% of the outstanding securities of the Company, in the
case of Awards granted prior to the date of the Annual Meeting of Stockholders in 2012;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or
(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue
of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

To the extent required for compliance with Section 409A of the Code, in no event will an event be deemed a Corporate Transaction if such
transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the
assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(o) “Covered Employee” will have the meaning provided in Section 162(m)(3) of the Code and the regulations promulgated thereunder.

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

(q) “Directors’ Plan” means the Company’s 1998 Non-Employee Directors’ Stock Option Plan.

(r) “Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or can be expected to last for
a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by
the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(s) “Effective Date” means June 21, 2007, which was the date of the 2007 Annual Meeting of Stockholders of the Company at which this Plan
was approved by the Company’s stockholders.

(t) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for
such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(u) “Entity” means a corporation, partnership, limited liability company or other entity.

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(w) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act),
except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the
Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or
any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an
Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the
Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective
Date as set forth in Section 11, is the Owner, directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

(x) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market
(or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the
Board deems reliable.

(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the
Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.
(iii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a
manner that complies with Sections 409A and 422 of the Code.

(y) “Full Value Award” means a Stock Award that is not an Option with respect to which the exercise or strike price is at least 100% of the
Fair Market Value on the date of grant or a Stock Appreciation Right with respect to which the exercise or strike price is at least 100% of the Fair
Market Value on the date of grant.
(z) “Incentive Stock Option” means an option that is intended to be, and qualifies as, an “incentive stock option” within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.

(aa) “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not
receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to
the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item
404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of
Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(bb) “Nonstatutory Stock Option” means an option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.

(cc) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

(dd) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the
Plan.
(ee) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an
Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(ff) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.

(gg) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms
and conditions of Section 6(d).

(hh) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the
terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ii) “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the
meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated
corporation” who receives compensation for prior services (other than
benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director,
or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(jj) “Own,” “Owned,” “Owner,” “Ownership” means a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to
have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(kk) “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

(ll) “Performance Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).
(mm) “Performance Criteria” means the one or more criteria that the Committee (or, to the extent that an Award is not intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Board) will select for purposes of establishing the Performance Goals for
a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination
of, the following: (1) earnings, including any of the following: gross profit, operating income, income before income tax, net income, and earnings per
share, in each case with any one of or combination of the following exclusions or inclusions: (a) interest income, (b) interest expense, (c) other
income that is categorized as non-operating income, (d) other expense that is categorized as non-operating expense, (e) income tax, (f)
depreciation, and (g) amortization; (2) total stockholder return; (3) return on equity or average stockholder’s equity; (4) return on assets, investment,
or capital employed; (5) stock price; (6) gross profit margin; (7) operating income margin; (8) cash flow from operating activities (including cash flow
from operating activities per share); (9) free cash flow (including free cash flow per share); (10) change in cash and cash equivalents (or cash flow)
(including change in cash and cash equivalents per share (or cash flow per share)); (11) sales or revenue targets; (12) increases in revenue or
product revenue; (13) expenses and cost reduction goals; (14) improvement in or attainment of expense levels; (15) improvement in or attainment of
working capital levels; (16) economic value added (or an equivalent metric); (17) market share; (18) share price performance; (19) debt reduction;
(20) implementation or completion of projects or processes; (21) customer satisfaction; (22) stockholders’ equity; (23) capital expenditures; (24) debt
levels; (25) workforce diversity; (26) growth of net income or operating income; (27) employee retention; (28) quality measures; and (29) to the
extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, other measures of
performance selected by the Board. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of
achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award. The Committee (or, to the extent that
an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board) will, in its sole discretion,
define the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(nn) “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee (or, to the extent that an
Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board) for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units,
divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. The Committee (or, to the extent that an Award is not intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the Board) will be authorized to appropriately make adjustments in the method of calculating the
attainment of Performance Goals for a Performance Period as follows, provided that any such adjustments must be objectively determinable to the
extent that the Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code: (1) to exclude the effects of
stock-based compensation (including any modification charges); (2) to exclude the portion of any legal settlement assigned as past infringement (i.e.
the fair value associated with the portion of settlement that is non-recurring); (3) to exclude
restructuring charges (including any costs associated with a reduction in force and/or shutting down of business operations, such as severance
compensation and benefits and the cost to shut down operating sites/offices); (4) to exclude amortization expenses associated with intangible
assets obtained through a business combination (acquisition or asset purchase); (5) to exclude other costs incurred in connection with acquisitions
or divestitures (including potential acquisitions or divestitures) that are required to be expensed under generally accepted accounting principles
(including any direct acquisition costs that are not associated with providing ongoing future benefit to the combined company and certain
compensation costs associated with an acquisition, such as one-time compensation charges, longer-term retention incentives, and associated
payroll tax charges); (6) to exclude any exchange rate effects; (7) to exclude the effects of changes to generally accepted accounting principles; (8)
to exclude the effects of any statutory adjustments to corporate tax rates or changes in tax legislation; (9) to exclude the portion of any tax related
settlements; (10) to exclude the effects of any items of an unusual nature or of infrequency of occurrence; (11) to exclude the dilutive effects of
acquisitions or joint ventures; (12) to exclude the effect of any change in the outstanding shares of Common Stock by reason of any stock dividend
or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar
corporate change, or any distributions to common stockholders other than regular cash dividends; (13) to exclude the effects of the award of
bonuses under the Company’s bonus plans; (14) to exclude any impairment of long-lived assets including goodwill, investments in non-affiliated
entities and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; (15) to exclude
other events that are significant but not related to ongoing business operations, such as large charitable donations; (16) to assume that any
business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such
divestiture; (17) to include non-operational credits (i.e., situations when directly related amounts have not been previously charged to the Company’s
results of operations); and (18) to the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of
the Code, to appropriately make any other adjustments selected by the Board.

(oo) “Performance Period” means the period of time selected by the Committee (or, to the extent that an Award is not intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Board) over which the attainment of one or more Performance Goals will
be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award. Performance
Periods may be of varying and overlapping duration, at the sole discretion of the Committee (or, to the extent that an Award is not intended to qualify
as “performance-based compensation” under Section 162(m) of the Code, the Board).

(pp) “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

(qq) “Plan” means this NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan.

(rr) “Prior Plans” means the NVIDIA Corporation 1998 Equity Incentive Plan, the NVIDIA Corporation 1998 Non-Employee Directors’ Stock
Option Plan, the NVIDIA Corporation 2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan, each as in
effect immediately prior to the Effective Date.

(ss) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).

(tt) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award
evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and
conditions of the Plan.

(uu) “Restricted Stock Unit Award” means a right to receive shares of Common Stock (or cash equivalent) which is granted pursuant to the
terms and conditions of Section 6(b).
(vv) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to
the terms and conditions of the Plan.
(ww) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
 (xx) “Securities Act” means the Securities Act of 1933, as amended.

(yy) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms
and conditions of Section 5.

(zz) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right
evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and
conditions of the Plan.

(aaa) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Option, a Restricted Stock Award, a
Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award, or any Other Stock Award.
(bbb) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a
Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ccc) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital
stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any
other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time,
directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or
indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(ddd) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.
 NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan
Adopted by the Compensation Committee: March 22, 2012
Approved by the Stockholders: May 17, 2012
Amended and Restated by the Compensation Committee: April 9, 2014
Approved by the Stockholders: May 23, 2014
Amended and Restated by the Compensation Committee: April 5, 2016
Approved by the Stockholders: May 18, 2016
Amended and Restated by the Compensation Committee: December 11, 2017
Amended and Restated by the Compensation Committee: April 3, 2018
Approved by the Stockholders: May 16, 2018
Amended and Restated by the Compensation Committee: April 27, 2020
Approved by the Stockholders: June 9, 2020
Amended and Restated by the Board of Directors: July 19, 2021

1. General; Purpose.

(a) The Plan is intended as the successor to and continuation of the NVIDIA Corporation 1998 Employee Stock Purchase Plan (the “1998
Plan”). From and after 12:01 a.m. Pacific Standard Time on the Effective Date, no additional rights to purchase shares of Common Stock will be
granted under the 1998 Plan. All rights to purchase shares granted on or after 12:01 a.m. Pacific Standard Time on the Effective Date will be
granted under this Plan. Any rights to purchase shares of Common Stock granted under the 1998 Plan will remain subject to the terms of the 1998
Plan and any offering document or other agreements or governing documents describing the terms and conditions of offerings made pursuant to the
1998 Plan.
(i) Any shares of Common Stock that would otherwise remain available for future offerings under the 1998 Plan as of 12:01 a.m. Pacific
Standard Time on the Effective Date (the “1998 Plan's Available Reserve”) will cease to be available under the 1998 Plan at such time. Instead,
that number of shares of Common Stock equal to the 1998 Plan's Available Reserve will be added to the Share Reserve (as further described in
Section 3(a) below) and be then immediately available for grants hereunder, up to the maximum number set forth in Section 3(a) below.

(ii) In addition, from and after 12:01 a.m. Pacific Standard Time on the Effective Date, with respect to the aggregate number of shares
subject, at such time, to outstanding grants under the 1998 Plan that would, but for the operation of this sentence, subsequently return to the share
reserve of the 1998 Plan (such shares, the “Returning Shares”), such shares of Common Stock will not return to the share reserve of the 1998
Plan, and instead that number of shares of Common Stock equal to the Returning Shares will immediately be added to the Share Reserve as and
when such a share becomes a Returning Share, up to a maximum number set forth in Section 3(a) below.

(b) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity
to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees.

(c) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.
(d) This Plan includes two components: a 423 Component and a Non-423 Component. It is the intention of the Company to have the 423
Component qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is
consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Purchase Rights under the Non-423
Component that does not meet the requirements of an Employee Stock Purchase Plan because of deviations necessary or advisable to permit or
facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside of the United States while complying with
applicable foreign laws; such Purchase Rights will be granted pursuant to rules, procedures
or subplans adopted by the Board designed to achieve these objectives for Eligible Employees and the Company and its Related Corporations.
Except as otherwise provided herein or determined by the Board, the Non-423 Component will operate and be administered in the same manner as
the 423 Component. In addition, under the 423 Component of the Plan, the Company may make separate Offerings which vary in terms (although
not inconsistent with the provisions in the Plan and not inconsistent with the requirements of an Employee Stock Purchase Plan) and the Company
will designate which Designated Company is participating in each separate Offering.

(e) If a Participant transfers employment from the Company or any Designated 423 Corporation participating in the 423 Component to a
Designated Non-423 Corporation participating in the Non-423 Component, he or she will immediately cease to participate in the 423 Component;
however, any Contributions made for the Purchase Period in which such transfer occurs will be transferred to the Non-423 Component, and such
Participant will immediately join the then current Offering under the Non-423 Component upon the same terms and conditions in effect for his or her
participation in the Plan, except for such modifications as may be required by applicable law. A Participant who transfers employment from a
Designated Non-423 Corporation participating in the Non-423 Component to the Company or any Designated 423 Corporation participating in the
423 Component will remain a Participant in the Non-423 Component until the earlier of (i) the end of the current Offering Period under the Non-423
Component, or (ii) the Offering Date of the first Offering in which he or she participates following such transfer.
2. Administration.

(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as
provided in Section 2(c).

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical),
including which Designated 423 Corporations and Designated Non-423 Corporations will participate in the 423 Component or the Non-423
Component.

(ii) To designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423
Corporations and Designated Non-423 Corporations and which Affiliates will be eligible to participate in the Plan as Designated Non-423
Corporations and also to designate which Designated Companies will participate in each separate Offering (to the extent the Company makes
separate Offerings).

(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent
it deems necessary or expedient to make the Plan fully effective.

(iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v) To suspend or terminate the Plan at any time as provided in Section 12.

(vi) To amend the Plan at any time as provided in Section 12.

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the
Company and its Related Corporations and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.

(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by
Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, but consistent with, the
foregoing, the Board specifically is authorized to adopt rules, procedures and subplans, which, for purposes of the Non-423 Component, may be
outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions,
establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax,
determination of beneficiary designation requirements, withholding procedures and handling of share issuances, which may vary according to local
requirements.
 (c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a
Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have
been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not
the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and
expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be
final, binding and conclusive on all persons.

3. Shares of Common Stock Subject to the Plan.

(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum aggregate number of shares of Common
Stock that may be issued under the Plan will not exceed 373,729,332 shares of Common Stock (the “Share Reserve”), which number is the sum of
(i) 280,296,999 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (ii) 2,000,000 shares that were approved at the
Company’s 2020 Annual Meeting of Stockholders, (iii) 13,500,000 shares that were approved at the Company’s 2018 Annual Meeting of
Stockholders, (iv) 10,000,000 shares that were approved at the Company’s 2016 Annual Meeting of Stockholders, (v) 12,500,000 shares that were
approved at the Company’s 2014 Annual Meeting of Stockholders, (vi) 32,000,000 shares that were approved at the Company’s 2012 Annual
Meeting of Stockholders, (vii) the number of shares subject to the 1998 Plan's Available Reserve, in an amount not to exceed 8,432,333 shares, and
(viii) the number of shares that are Returning Shares, as such shares become available from time to time, in an amount not to exceed 15,000,000
shares.

(b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased
under such Purchase Right will again become available for issuance under the Plan.

(c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market.

4. Grant of Purchase Rights; Offering.

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering on Offering
Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and
with respect to the 423 Component will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights
will have the same rights and privileges. The provisions of separate Offerings need not be identical, but each Offering will include (through
incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering
will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections
5 through 8, inclusive.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to
the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan; and (ii) a Purchase Right with a lower exercise price (or an
earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a
Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be
exercised.

(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading
Day of a new Purchase Period within that Offering is less than or equal to a Participant’s Offering Date Price, then with respect to such Participant,
that Offering will terminate immediately as of
that first Trading Day and such Participant will be automatically enrolled in a new Offering beginning on that first Trading Day.

5. Eligibility.

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to
Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase
Rights unless, on the Offering Date, the Employee has been in the employ of the Company, a Related Corporation or an Affiliate, as the case may
be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous
employment be equal to or greater than two years. In addition, the Board may (unless prohibited by law) provide that no Employee will be eligible to
be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee's customary employment with the Company, the Related
Corporation or the Affiliate is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may
determine consistent with Section 423 of the Code.
(b) The Board may provide that each person who, during the course of an Offering (or any specified period within an Offering), first becomes
an Eligible Employee will, on or after the day on which such person becomes an Eligible Employee, be granted a Purchase Right under that
Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as
any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes;

(ii) the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of the
original Offering; and
(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the
Offering, he or she will not be granted any Purchase Right under that Offering.

(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any
Related Corporation (unless otherwise required by law). For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in
determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and
options will be treated as stock owned by such Employee.

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such
Eligible Employee's rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds $25,000 of Fair Market
Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at any time.

(e) Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings
under the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by law) provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.
6. Purchase Rights; Purchase Price.

(a) On each Offering Date, each Eligible Employee will be granted a Purchase Right under the applicable Offering to purchase up to that
number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board but in
either case not exceeding 15%, of such Employee's eligible
earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such other date as the Board determines
for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be
exercised and shares of Common Stock will be purchased in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may
be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that
may be purchased by all Participants pursuant to such Offering, and/or (iii) a maximum aggregate number of shares of Common Stock that may be
purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon
exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board
action otherwise, a pro rata (based on each Participant's accumulated Contributions) allocation of the shares of Common Stock available will be
made in as nearly a uniform manner as will be practicable and equitable.
(d) The purchase price of each share of Common Stock acquired pursuant to a Participant’s Purchase Right will be not less than the lesser of:

(i) an amount equal to 85% of such Participant’s Offering Date Price; or

(ii) an amount equal to 85% of the Fair Market Value of a share of Common Stock on the applicable Purchase Date.

7. Participation; Withdrawal; Termination.

(a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the
Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of
Contributions not to exceed the maximum amount specified by the Board. Each Participant's Contributions will be credited to a bookkeeping account
for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that
Contributions be deposited with a third party or otherwise segregated. If permitted in the Offering, a Participant may reduce (including to zero) or
increase his or her Contributions. If required under applicable law or if specifically provided in the Offering, in addition to or instead of making
Contributions by payroll deductions, a Participant may make Contributions through the payment by cash or check or wire transfer prior to a
Purchase Date, in the manner directed by the Company.

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a
withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal,
such Participant's Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant all of his or her
accumulated but unused Contributions. A Participant's withdrawal from that Offering will have no effect upon his or her eligibility to participate in any
other Offerings under the Plan, but the Participant will be required to deliver a new enrollment form to participate in future Offerings.

(c) Unless otherwise required by applicable law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if
the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise no longer eligible to participate. The Company
will distribute to such individual all of his or her accumulated but unused Contributions.

(d) During a Participant's lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a
Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in
Section 10.
(e) The Company has no obligation to pay interest on Contributions, unless otherwise required by applicable law.
8. Exercise of Purchase Rights.

(a) On each Purchase Date, each Participant's accumulated Contributions will be applied to the purchase of shares of Common Stock, up to
the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering.
No fractional shares will be issued unless specifically provided for in the Offering.

(b) If any amount of accumulated Contributions remains in a Participant's account after the purchase of shares of Common Stock on the final
Purchase Date of an Offering and such remaining amount is less than the amount required to purchase one share of Common Stock, then such
remaining amount will be held in such Participant's account for the purchase of shares of Common Stock under the next Offering under the Plan,
unless such Participant withdraws from or is not eligible to participate in such Offering, in which case such amount will be distributed to such
Participant after the final Purchase Date, without interest (unless otherwise required by applicable law). If the amount of Contributions remaining in a
Participant's account after the purchase of shares of Common Stock on the final Purchase Date of an Offering is at least equal to the amount
required to purchase one whole share of Common Stock, then such remaining amount will not roll over to the next Offering and will instead be
distributed in full to such Participant after the final Purchase Date, without interest (unless otherwise required by applicable law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan
are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable laws. If on
a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on
such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration
statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If,
on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in
material compliance with all applicable laws, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed
to the Participants without interest (unless otherwise required under applicable local law).

9. Covenants of the Company.

The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless doing so would be an
unreasonable cost to the Company compared to the potential benefit to Eligible Employees which the Company shall determine at its discretion. If,
after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of
Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be
relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.

10. Designation of Beneficiary.

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of
Common Stock and/or Contributions from the Participant's account under the Plan if the Participant dies before such shares and/or Contributions
are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any
such designation and/or change must be on a form approved by the Company.

(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or
Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge
of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions to the Participant's spouse,
dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
11. Adjustments upon Changes in Common Stock; Corporate Transactions.

(a) On a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities
subject to the Plan pursuant to Section 3(a); (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding
Offerings and Purchase Rights; and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing
Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.

(b) On a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent
company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration
paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights; or (ii) if any surviving or acquiring corporation (or its parent
company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants'
accumulated Contributions will be used to purchase shares of Common Stock within ten business days prior to the Corporate Transaction under the
outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.
12. Amendment, Termination or Suspension of the Plan.

(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in
Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder
approval is required by applicable law or listing requirements, including any amendment that either (i) materially increases the number of shares of
Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive
Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of
Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for
issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing
requirements.
(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension
or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the
person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations
(including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder
relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after
the Effective Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may amend
outstanding Purchase Rights without a Participant's consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan
comply with the requirements of Section 423 of the Code.

13. Code Section 409A; Tax Qualification.

(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code under
Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be
exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and
interpreted in accordance with such intent. Subject to Section 13(b) hereof, Purchase Rights granted to U.S. taxpayers under the Non-423
Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral
exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the
short-term deferral period. Subject to Section 13(b) hereof, in the case of a Participant who would otherwise be subject to Section 409A of the Code,
to the extent the Board determines that a
Purchase Right or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted,
exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations
and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the
adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is
intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with
respect thereto.

(b) Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under the laws of the United States or
jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no
representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding
anything to the contrary in this Plan, including Section 13(a) hereof. The Company will be unconstrained in its corporate activities without regard to
the potential negative tax impact on Participants under the Plan.

14. Effective Date of Plan.

The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section
12(a) above, materially amended) by the Board.

15. Miscellaneous Provisions.

(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.
(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock
subject to Purchase Rights unless and until the Participant's shares of Common Stock acquired upon exercise of Purchase Rights are recorded in
the books of the Company (or its transfer agent).

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will
nature of a Participant's employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to
continue in the employ of the Company or a Related Corporation or an Affiliate, or on the part of the Company or a Related Corporation or an
Affiliate to continue the employment of a Participant.

(d) The provisions of the Plan will be governed by the laws of the State of California without resort to that state's conflicts of laws rules.

(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of
the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

16. Definitions.

As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy
the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees.

(b) “Affiliate” means any branch or representative office of a Related Corporation, as determined by the Board, whether now or hereafter
existing.

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

(d) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to
the Plan or subject to any Purchase Right after the Effective Date without the receipt of
consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will
not be treated as a Capitalization Adjustment.

(e) “Code” means the U.S. Internal Revenue Code of 1986, as amended.

(f) “Committee” means a committee of one or more members of the Board to whom authority has been delegated by the Board.

(g) “Common Stock” means the common stock of the Company.

(h) “Company” means NVIDIA Corporation, a Delaware corporation.

(i) “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant
contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for
in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll
deductions.
(j) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the
consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or
exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or
otherwise.

To the extent required for compliance with Section 409A of the Code, in no event will an event be deemed a Corporate Transaction if such
transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the
asset of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(k) “Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as eligible to participate in the Non-
423 Component.

(l) “Designated Company” means a Designated Non-423 Corporation or Designated 423 Corporation.

(m) “Designated 423 Corporation” means any Related Corporation selected by the Board as eligible to participate in the 423 Component.
(n) “Director” means a member of the Board.

(o) “Effective Date” means the effective date of this Plan document, which is the date of the 2012 Annual Meeting of Shareholders of the
Company provided this Plan is approved by the Company's stockholders at such meeting.
(p) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to
participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.
 (q) “Employee” means any person, including an Officer or Director, who is treated as an employee in the records of the Company or a
Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee for such services, will not cause a Director to
be considered an “Employee” for purposes of the Plan.

(r) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock
purchase plan,” as that term is defined in Section 423(b) of the Code.

(s) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market
with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board
deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of
determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in
compliance with applicable laws.

(u) “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not
intended to satisfy the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees.

(v) “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring
at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document”
approved by the Board for that Offering.

(w) “Offering Date” means a date selected by the Board for an Offering to commence.

(x) “Offering Date Price” means, with respect to each Participant participating in an Offering, the Fair Market Value of a share of Common
Stock on the Offering Date applicable to such Participant (i.e., the date on which such Participant is granted a Purchase Right for such Offering).

(y) “Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.

(z) “Participant” means an Eligible Employee who holds an outstanding Purchase Right.

(aa) “Plan” means this NVIDIA Corporation Amended and Restated 2012 Employee Stock Purchase Plan, including both the 423 and Non-
423 Components, as amended from time to time.

(bb) “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on
which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(cc) “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day
following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(dd) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.
(ee) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently
established, as those terms are defined in Sections 424(e) and 424(f), respectively, of the Code.

(ff) “Securities Act” means the U.S. Securities Act of 1933, as amended.
 (gg) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including but not
limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for
trading.
 EXHIBIT 31.1

CERTIFICATION

I, Jen-Hsun Huang, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NVIDIA Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: August 20, 2021

/s/JEN-HSUN HUANG
Jen-Hsun Huang
President and Chief Executive Officer
 EXHIBIT 31.2

CERTIFICATION

I, Colette M. Kress, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NVIDIA Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: August 20, 2021

/s/ COLETTE M. KRESS

Colette M. Kress
Executive Vice President and Chief Financial Officer
 EXHIBIT 32.1

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section
1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jen-Hsun Huang, the President and Chief Executive Officer of NVIDIA
Corporation (the “Company”), hereby certifies that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2021, to which this Certification is attached as Exhibit 32.1 (the
“Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the
period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Date: August 20, 2021

/s/JEN-HSUN HUANG

Jen-Hsun Huang
President and Chief Executive Officer

A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be
retained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before
or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
 EXHIBIT 32.2

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section
1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Colette M. Kress, the Executive Vice President and Chief Financial
Officer of NVIDIA Corporation (the “Company”), hereby certifies that, to the best of her knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2021, to which this Certification is attached as Exhibit 32.2 (the
“Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the
period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Date: August 20, 2021

/s/ COLETTE M. KRESS

Colette M. Kress
Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be
retained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before
or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.