Common use of EXTENSION OF LEASE Clause in Contracts

EXTENSION OF LEASE. Following expiration or termination of these General Terms, Seller shall be entitled to extend the duration of the Factory Lease as follows: (a) If Tesla terminates these General Terms for Seller’s Default or the Factory Lease for Tenant’s Lease Default, Seller may continue its lease rights for [***]. Seller shall [***] in accordance with the Factory Lease [***] and Seller shall [***]. (b) If (i) these General Terms expire; or (ii) in the event of a termination of these General Terms and/or the Factory Lease for force majeure by either Party or termination for a Change of Control Event affecting the other Party, Seller may continue its lease rights for the longer of the remaining Lease Term (if applicable) or [***]. Seller shall [***] in accordance with the Factory Lease [***] and the Parties shall negotiate in good faith a potential extension of the Factory Lease. In case of termination for force majeure or for Change of Control by either Party, Tesla shall be responsible for [***]; provided, however, that Tesla will have sole financial responsibility with respect to any Tesla-Supplied Items and/or Utilities which were installed by Tesla (including the construction activities for which Tesla is solely responsible pursuant to the mutually-agreed matrix described in Section 11.1(c)). The Parties shall also, in connection with any such expiration or termination, discuss in good faith [***]. In the case of expiration (but not in case of termination for force majeure or for Change of Control), Tesla acknowledges that it will be responsible for [***] provided that (i) Seller has used best efforts to [***], (ii) [***] are mutually agreed in writing and in advance; provided, however, that such Tesla’s approval shall not be unreasonably withheld, delayed or conditioned, and (iii) Tesla shall not be responsible for any such [***]. Tesla will provide an estimated cost or profit for [***], and Seller will determine whether to [***]. Seller shall have financial responsibility for [***] if it chooses to [***]; provided, however, that Tesla shall pay Seller [***]. If Seller chooses to [***], Seller shall not be obligated to [***]. If Seller chooses to [***], Tesla shall bear [***], and if [***], Tesla will [***]. If Seller fails to [***], Seller will be deemed to have [***] and Tesla will [***] in its sole discretion and at Tesla’s sole expense or profit. For avoidance of doubt, Seller shall have no liability for Tesla’s failure to [***] in connection with any such [***]. In no event shall Tesla sell, lease, assign or otherwise transfer such Seller’s Property to any third party other than for [***]. Except as set forth in this paragraph, each Party shall be responsible for its own costs and expenses related to such expiration or termination. (c) If Seller terminates these General Terms for Tesla’s Default or the Factory Lease for Tesla’s Lease Default, Seller may: (i) elect to continue its lease rights for [***] without [***] and Seller may [***] and, if applicable, [***]; and (ii) [***] the following [***], which will be considered [***] for purposes of Section 12.1(f) to these General Terms: [***]. (d) If Seller terminates these General Terms and the Contract(s) due to a Change of Control Event with respect to Tesla, Seller may, in its sole discretion and in addition to the remedies contemplated in Section 11.3(b), choose to continue its lease rights for [***].

EXTENSION OF LEASE. Following expiration or termination of these General Terms, Seller shall be entitled to extend the duration of the Factory Lease as follows: (a) If Tesla terminates these General Terms for Seller’s Default or the Factory Lease for Tenant’s Lease Default, Seller may continue its lease rights for [***]. Seller shall [***] in accordance with the Factory Lease [***] and Seller shall [***]. (b) If (i) these General Terms expire; expire or (ii) in the event of a termination of these General Terms and/or the Factory Lease for force majeure by either Party or termination for a Change of Control Event affecting the other Party, Seller may continue its lease rights for the longer of the remaining Lease Term (if applicable) or [***]. Seller shall [***] in accordance with the Factory Lease [***] and the Parties shall negotiate in good faith a potential extension of the Factory Lease. In case of termination for force majeure or for Change of Control by either Party, Tesla shall be responsible for [***]; provided, however, that Tesla will have sole financial responsibility with respect to any Tesla-Supplied Items and/or Utilities which were installed by Tesla (including the construction activities for which Tesla is solely responsible pursuant to the mutually-agreed matrix described in Section 11.1(c)). The Parties shall also, in connection with any such expiration or termination, discuss in good faith [***]. In the case of expiration (but not in case of termination for force majeure or for Change of Control), Tesla acknowledges that it will be responsible for [***] provided that (i) Seller has used best efforts to [***], (ii) the [***] are mutually agreed in writing and in advance; provided, however, that such Tesla’s approval shall not be unreasonably withheld, delayed or conditioned, and (iii) Tesla shall not be responsible for any such [***]. Tesla will provide an estimated cost or profit for [***], and Seller will determine whether to [***]. Seller shall have financial responsibility for [***] if it chooses to [***]; provided, however, that Tesla shall pay Seller [***]. If Seller chooses to [***], Seller shall not be obligated to [***]. If Seller chooses to [***], Tesla shall bear [***], and if [***], Tesla will [***]. If Seller fails to [***], Seller will be deemed to have [***] and Tesla will [***] in its sole discretion and at Tesla’s sole expense or profit. For avoidance of doubt, Seller shall have no liability for Tesla’s failure to [***] in connection with any such [***]. In no event shall Tesla sell, lease, assign or otherwise transfer such Seller’s Property to any third party other than for [***]. Except as set forth in this paragraph, each Party shall be responsible for its own costs and expenses related to such expiration or termination. (c) If Seller terminates these General Terms for Tesla’s Default or the Factory Lease for Tesla’s Lease Default, Seller may: (i) elect to continue its lease rights for [***] without [***] and Seller may [***] and, if applicable, [***]; and (ii) [***] the following [***], which will be considered [***] for purposes of Section 12.1(f) to these General Terms: [***]. (d) If Seller terminates these General Terms and the Contract(s) due to a Change of Control Event with respect to Tesla, Seller may, in its sole discretion and in addition to the remedies contemplated in Section 11.3(b), choose to continue its lease rights for [***]. Tesla-Panasonic General Terms and Conditions Page 14 of 25 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

EXTENSION OF LEASE. Following expiration or termination of these General Termsthe Amended GTC, Seller shall be entitled to extend the duration of the Factory Lease as follows: (a) If Tesla terminates these General Terms this Amended GTC for Seller’s Default or the Factory Lease for Tenant’s Lease Default, Seller may continue its lease rights for [***]. Seller shall [***] in accordance with the Factory Lease [***] and Seller shall [***]. (b) If (i) these General Terms expire; this Amended GTC expire or (ii) in the event of a termination of these General Terms this Amended GTC and/or the Factory Lease for force majeure by either Party or termination for a Change of Control Event affecting the other Party, Seller may continue its lease rights for the longer of the remaining Lease Term (if applicable) or [***]. Seller shall [***] in accordance with the Factory Lease [***] and the Parties shall negotiate in good faith a potential extension of the Factory Lease. In case of termination for force majeure or for Change of Control by either Party, Tesla shall be responsible for [***]; provided, however, that Tesla will have sole financial responsibility with respect to any Tesla-Supplied Items and/or Utilities which were installed by Tesla (including the construction activities for which Tesla is solely responsible pursuant to the mutually-agreed matrix described in Section 11.1(c))Tesla. The Parties shall also, in connection with any such expiration or termination, discuss in good faith [***] – and, in the [***], such discussion shall include the impact on [***]. In the case of expiration (but not in case of termination for force majeure or for Change of Control), Tesla acknowledges that it will be responsible for [***] provided that (i) Seller has used best efforts to [***], (ii) the amount(s) [***] are mutually agreed in writing and in advance]; provided, however, that such Tesla’s approval shall not be unreasonably withheld, delayed or conditioned, and (iii) Tesla shall not be responsible for any such [***]. Tesla will provide an estimated cost or profit for [***], and Seller will determine whether to [***]. Seller shall have financial responsibility for [***] if it chooses to [***]; provided, however, that Tesla shall pay Seller [***]. If Seller chooses to [***], Seller shall not be obligated to [***]. If Seller chooses to [***], Tesla shall bear [***], and if the [***], Tesla will [***]. If Seller fails to [***], Seller will be deemed to have [***] and Tesla will [***] in its sole discretion and at Tesla’s sole expense or profit[***]. For avoidance of doubt, Seller shall have no liability for Tesla’s failure to [***] in connection with any such [***]. In no event shall Tesla sell, lease, assign or otherwise transfer such Seller’s Property to any third party other than for [***]. Except as set forth in this paragraph, each Party shall be responsible for its own costs and expenses related to such expiration or termination. (c) If Seller terminates these General Terms this Amended GTC for Tesla’s Default or the Factory Lease for Tesla’s Lease Default, Seller may: (i) elect to continue its lease rights for the [***] without [***] and Seller may [***] and, if applicable, [***]; and (ii) [***] the following ]. Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***], which will be considered [***] for purposes of Section 12.1(f) ” to these General Terms: [***]indicated where omissions have been made. (d) If Seller terminates these General Terms this Amended GTC and the Contract(s) due to a Change of Control Event with respect to Tesla, Seller may, in its sole discretion and in addition to the remedies contemplated in Section 11.3(b), choose to continue its lease rights for [***].

EXTENSION OF LEASE. Following expiration or termination of these General Terms, Seller shall be entitled to extend the duration of the Factory Lease as follows: (a) If Tesla terminates these General Terms for Seller’s Default or the Factory Lease for Tenant’s Lease Default, Seller may continue its lease rights for [***]. Seller shall [***] in accordance with the Factory Lease [***] and Seller shall [***]. (b) If (i) these General Terms expire; expire or (ii) in the event of a termination of these General Terms and/or the Factory Lease for force majeure by either Party or termination for a Change of Control Event affecting the other Party, Seller may continue its lease rights for the longer of the remaining Lease Term (if applicable) or [***]. Seller shall [***] in accordance with the Factory Lease [***] and the Parties shall negotiate in good faith a potential extension of the Factory Lease. In case of termination for force majeure or for Change of Control by either Party, Tesla shall be responsible for [***]; provided, however, that Tesla will have sole financial responsibility with respect to any Tesla-Supplied Items and/or Utilities which were installed by Tesla (including the construction activities for which Tesla is solely responsible pursuant to the mutually-agreed matrix described in Section 11.1(c)). The Parties shall also, in connection with any such expiration or termination, discuss in good faith [***]. In the case of expiration (but not in case of termination for force majeure or for Change of Control), Tesla acknowledges that it will be responsible for [***] provided that (i) Seller has used best efforts to [***], (ii) the [***] are mutually agreed in writing and in advance; provided, however, that such Tesla’s approval shall not be unreasonably withheld, delayed or conditioned, and (iii) Tesla shall not be responsible for any such [***]. Tesla will provide an estimated cost or profit for [***], and Seller will determine whether to [***]. Seller shall have financial responsibility for [***] if it chooses to [***]; provided, however, that Tesla shall pay Seller [***]. If Seller chooses to [***], Seller shall not be obligated to [***]. If Seller chooses to [***], Tesla shall bear [***], and if [***], Tesla will [***]. If Seller fails to [***], Seller will be deemed to have [***] and Tesla will [***] in its sole discretion and at Tesla’s sole expense or profit. For avoidance of doubt, Seller shall have no liability for Tesla’s failure to [***] in connection with any such [***]. In no event shall Tesla sell, lease, assign or otherwise transfer such Seller’s Property to any third party other than for [***]. Except as set forth in this paragraph, each Party shall be responsible for its own costs and expenses related to such expiration or termination. (c) If Seller terminates these General Terms for Tesla’s Default or the Factory Lease for Tesla’s Lease Default, Seller may: (i) elect to continue its lease rights for [***] without [***] and Seller may [***] and, if applicable, [***]; and (ii) [***] the following [***], which will be considered [***] for purposes of Section 12.1(f) to these General Terms: [***]. (d) If Seller terminates these General Terms and the Contract(s) due to a Change of Control Event with respect to Tesla, Seller may, in its sole discretion and in addition to the remedies contemplated in Section 11.3(b), choose to continue its lease rights for [***].