Rivian Automotive, Inc. / DE Sample Contracts

RIVIAN AUTOMOTIVE, INC. FORM OF INDEMNIFICATION AGREEMENT [insert date]
Indemnification Agreement • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [insert date] between Rivian Automotive, Inc., a Delaware corporation (the “Company”), and [insert name] (“Indemnitee”).

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•] Shares Rivian Automotive, Inc. Class A Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York
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RIVIAN AUTOMOTIVE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 11, 2023 3.625% Green Convertible Senior Notes due 2030
Indenture • October 11th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

INDENTURE, dated as of October 11, 2023, between Rivian Automotive, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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RIVIAN AUTOMOTIVE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 10, 2023 4.625% Green Convertible Senior Notes due 2029
Indenture • March 10th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

INDENTURE, dated as of March 10, 2023, between Rivian Automotive, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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REV TAX CREDIT AGREEMENT (TIER 2)
Rev Tax Credit Agreement • May 3rd, 2024 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies

THIS AGREEMENT is entered into as of this, 29th day of April 2024 (the “Effective Date”) by and between the State of Illinois, acting by and through its Department of Commerce and Economic Opportunity (the “Department”), and Rivian Automotive LLC and Rivian, LLC (the “Company,” and together with the Department, the “Parties”).

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RIVIAN AUTOMOTIVE, LLC EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

This Employment Agreement (the “Agreement”), entered into as between Rivian Automotive, LLC (the “Company”) and Kjell Gruner (“Executive” and, together with the Company, the “Parties”) shall be effective as of the first day of Executive’s employment with Company on September 1, 2023 (the “Effective Date”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2023 among RIVIAN HOLDINGS, LLC, as Borrower Representative THE BORROWERS PARTY HERETO THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK,...
Credit Agreement • April 19th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2023 (as it may be amended or modified from time to time, this “Agreement”) among RIVIAN HOLDINGS, LLC (the “Company”), RIVIAN, LLC (“Rivian LLC”) and RIVIAN AUTOMOTIVE, LLC (“Rivian Automotive”), as Borrowers, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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RENTAL AGREEMENT Dated as of November 1, 2023 by and between JOINT DEVELOPMENT AUTHORITY OF JASPER COUNTY, MORGAN COUNTY, NEWTON COUNTY AND WALTON COUNTY and
Rental Agreement • November 13th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Georgia

THIS RENTAL AGREEMENT (this “Agreement”) is dated as of November 1, 2023 between the JOINT DEVELOPMENT AUTHORITY OF JASPER COUNTY, MORGAN COUNTY, NEWTON COUNTY AND WALTON COUNTY, a public body corporate and politic existing under the laws of the State of Georgia (the “Issuer”), and RIVIAN HORIZON, LLC, a Delaware limited liability company duly organized and existing, and its successors and assigns (the “Company”).

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TRANSITION AND RELEASE AGREEMENT
Transition and Release Agreement • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Michigan
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2022 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

CREDIT AGREEMENT dated as of May 20, 2021 (as it may be amended or modified from time to time, this “Agreement”) among RIVIAN HOLDINGS, LLC (the “Company”), RIVIAN, LLC (“Rivian LLC”) and RIVIAN AUTOMOTIVE, LLC (“Rivian Automotive”), as Borrowers, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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FRAMEWORK AGREEMENT
Framework Agreement • October 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

This Framework Agreement (“Agreement”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”), and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is effective as of September 16, 2019 (“Effective Date”). Each of Amazon and Rivian is referred to individually as a “Party” and collectively as the “Parties.”

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OPTION AGREEMENT Dated as of November 1, 2023 by and between
Option Agreement • November 13th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Georgia

THIS OPTION AGREEMENT (this “Agreement”), dated as of November 1, 2023, between the JOINT DEVELOPMENT AUTHORITY OF JASPER COUNTY, MORGAN COUNTY, NEWTON COUNTY AND WALTON COUNTY (hereinafter referred to as the “Issuer”), and RIVIAN HORIZON, LLC (hereinafter referred to as “Company”).

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AMENDMENT NO. 2 TO THE FRAMEWORK AGREEMENT
Framework Agreement • February 28th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies

This Amendment No. 2 to the Framework Agreement (this “Amendment”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”) and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is dated as of January 1, 2023 (the “Amendment Effective Date”). Amazon and Rivian are referred to herein individually as a “Party” and collectively as the “Parties.” The Parties have entered into a Framework Agreement, dated as of September 16, 2019 (the “Framework Agreement”), including an initial Work Order thereunder (“Work Order #1”), each of which may be amended, modified or supplemented from time to time (together, the “Existing Agreement”), and desire to amend the Existing Agreement on the terms and subject to the conditions set forth herein. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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AMENDMENT NO. 3 TO THE FRAMEWORK AGREEMENT
Framework Agreement • November 7th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies

This Amendment No. 3 to the Framework Agreement (this “Amendment”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”) and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is dated as of November 7, 2023 (the “Amendment Effective Date”). Amazon and Rivian are referred to herein individually as a “Party” and collectively as the “Parties.” The Parties entered into a Framework Agreement, dated September 16, 2019 (the “Framework Agreement”), including an initial Work Order thereunder (“Work Order #1”), in each case as amended, modified or supplemented from time to time. Additionally, Amazon’s affiliate, Amazon.com, Inc., and Rivian’s affiliate, Rivian Automotive, Inc., entered into a letter agreement dated February 15, 2019 (the “Commercial Letter Agreement”), as amended, modified or supplemented from time to time. The Framework Agreement, Work Order #1 and the Commercial Letter Agreement, collectively, may be referred to herein as the “Existing Agree

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BOND PURCHASE AGREEMENT Dated as of November 1, 2023 by and between
Bond Purchase Agreement • November 13th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Georgia

This BOND PURCHASE AGREEMENT (this “Agreement”), dated as of November 1, 2023, is by and between the JOINT DEVELOPMENT AUTHORITY OF JASPER COUNTY, MORGAN COUNTY, NEWTON COUNTY AND WALTON COUNTY (the “Issuer”), a development authority and a public body corporate and politic, created and existing under the laws of the State of Georgia (the “State”), and RIVIAN HORIZON, LLC, a limited liability company, in its capacity as the lessee (the “Company”) of the Project, referred to herein, and its successors and assigns as such lessee, and in its capacity as the purchaser (the “Bond Purchaser”) of the hereinafter-described revenue bonds of the Issuer.

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RIVIAN HOLDINGS, LLC RIVIAN, LLC RIVIAN AUTOMOTIVE, LLC AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME SENIOR SECURED FLOATING RATE NOTES DUE 2026 INDENTURE Dated as of October 8, 2021 Wilmington Trust, National Association as Trustee and as...
Indenture • October 22nd, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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DEVELOPMENT, PRODUCTION AND SUPPLY AGREEMENT BETWEEN RIVIAN AUTOMOTIVE, LLC AND TROY DESIGN AND MANUFACTURING CO. R1 PROGRAM
Development, Production and Supply Agreement • October 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Michigan

This Development, Production and Supply Agreement is made April 16, 2021 by and between Rivian Automotive, LLC (“Purchaser”) and Troy Design and Manufacturing Co. (“Seller”), each referred to as a “Party” or collectively as the “Parties.”

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AMENDMENT NO. 1 TO THE FRAMEWORK AGREEMENT
Framework Agreement • February 28th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies

This Amendment No. 1 to the Framework Agreement (this “Amendment”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”) and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is dated as of October 26, 2021 (the “Amendment Effective Date”). Amazon and Rivian are referred to herein individually as a “Party” and collectively as the “Parties.” The Parties have entered into a Framework Agreement, dated as of September 16, 2019, as amended (the “Framework Agreement”), including an initial Work Order No.1 thereunder, dated as of September 16, 2019, as amended (“Work Order No. 1”) (together, the “Existing Agreement”) and desire to amend the Existing Agreement on the terms and subject to the conditions set forth herein. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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DIRECTOR NOMINATION AGREEMENT
Director Nomination Agreement • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

This DIRECTOR NOMINATION AGREEMENT, dated as of October 31, 2021 (this “Agreement”), is by and between Rivian Automotive, Inc., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”), as the sole owner of Amazon.com NV Investment Holdings LLC, a holder of preferred stock and warrants to purchase preferred stock in the Company.

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WORK ORDER NO. #1 TO THE FRAMEWORK AGREEMENT
Work Order • October 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Hawaii

This Work Order No. #1 (this “Work Order”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”), and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is effective as of September 16, 2019 (“WO Effective Date”), and is entered into pursuant to the Framework Agreement between Amazon and Rivian, effective as of September 16, 2019 (the “Agreement”). Each capitalized term not defined in this Work Order has the meaning attributed to it in Addendum A – Framework Addendum to the Agreement (the “Framework Addendum”).

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RIVIAN AUTOMOTIVE, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • August 8th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

Pursuant to the Performance Stock Unit Award Grant Notice (the “Grant Notice”) to which this Performance Stock Unit Award Agreement (collectively with Exhibit B to the Grant Notice, this “Agreement”) is attached, Rivian Automotive, Inc., a Delaware corporation (the “Company”), has granted to Participant the number of performance stock units (“Performance Stock Units” or “PSUs”) set forth in the Grant Notice under the Company’s 2021 Incentive Award Plan, as may be amended from time to time (the “Plan”). Each Performance Stock Unit represents the right to receive up to [●] shares of Common Stock (“Shares”) upon vesting.

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MASTER SERVICES AGREEMENT
Master Services Agreement • October 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

This Master Services Agreement (this “Agreement”), effective as of May 7, 2021 (the “Effective Date”), is made between Rivian, LLC (f/k/a Rivian Automotive Sales Company, LLC) (“Customer”), and Cox Automotive Corporate Services, LLC. This Agreement governs any Order Form that references this Agreement. In addition to this Agreement, each Cox Product or Cox Service ordered pursuant to an Order Form may be subject to product-specific terms and conditions (“Additional Product Terms”), which are attached to or referenced in the applicable Order Form. An Order Form may also incorporate by reference certain attachments (“Attachments”) that also govern it. This Agreement includes, as applicable, the Order Form(s), Additional Product Terms and Attachments. This Agreement amends and restates that certain Master Subscription Agreement, dated as of November 1, 2020, by and between Customer and Cox.

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INDEPENDENT CONSULTANT AGREEMENT
Independent Consultant Agreement • November 7th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

This Independent Consultant Agreement (“Consulting Agreement”) is between Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”) and Jiten Behl (“Consultant”) (collectively, the “Parties”) and is effective on the date as of which it is executed by both Parties (“Effective Date”).

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CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT
Convertible Promissory Note Purchase Agreement • June 25th, 2024 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

This convertible promissory note purchase agreement, dated as of the Effective Date (this “Agreement”), is entered into by and between Rivian Automotive, Inc., a Delaware corporation (the “Company”) and Volkswagen International America Inc., a Delaware corporation (“Investor”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Note (as defined below).

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FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT
Economic Development Agreement • September 29th, 2023 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies

This FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (this “Amendment”) is hereby made and entered into and effective as of the 26th day of September, 2023, by and among Rivian Horizon, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), the State of Georgia (the “State”) acting by and through the Georgia Department of Economic Development (the “GDEcD”); and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County, a public body corporate and politic of the State of Georgia (the “JDA”). Rivian Automotive, LLC (“Rivian Automotive”) has executed this Agreement in order to agree to those provisions which are applicable to it. The above-referenced entities may from time to time be referred to individually as a “Party” and collectively as the “Parties,” and the public entities may from time to time be referred to as the “Public Parties.” Capitalized terms used and not defined herein shall

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WORK ORDER NO. #1 TO THE FRAMEWORK AGREEMENT
Work Order • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Hawaii

This Work Order No. #1 (this “Work Order”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”), and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is effective as of September 16, 2019 (“WO Effective Date”), and is entered into pursuant to the Framework Agreement between Amazon and Rivian, effective as of September 16, 2019 (the “Agreement”). Each capitalized term not defined in this Work Order has the meaning attributed to it in Addendum A – Framework Addendum to the Agreement (the “Framework Addendum”).

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RIVIAN HOLDINGS, LLC RIVIAN, LLC RIVIAN AUTOMOTIVE, LLC $1,250,000,000 Senior Secured Floating Rate Notes due 2026 Purchase Agreement
Purchase Agreement • October 22nd, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

The Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (as defined below) (the “Indenture”), among the Co-Issuers and Wilmington Trust, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.

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AMENDMENT TO THE WARRANT TO PURCHASE SERIES C PREFERRED STOCK
Warrant Amendment • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Delaware

This amendment (this “Amendment”) is entered into as of October 31, 2021 (the “Effective Date”), by and between Amazon.com NV Investment Holdings LLC (the “Holder”) and Rivian Automotive, Inc., a Delaware corporation (the “Company”, together with the Holder, the “Parties”), for the purpose of amending the warrant to purchase Series C Preferred Stock (the “Warrant”), dated as of September 16, 2019, by and between the Holder and the Company.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • Michigan

This Employment Agreement (“Agreement”) is entered into by and between Rivian Automotive, LLC, a Delaware limited liability company (the “Company”), and Ryan Green, an individual (“Executive”), on April 24, 2018 (the “Effective Date”).

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AMENDMENT TO LETTER AGREEMENT
Letter Agreement • October 1st, 2021 • Rivian Automotive, Inc. / DE • Motor vehicles & passenger car bodies • New York

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made this 6th day of September, 2019 by and between Rivian Automotive, Inc. (together with its subsidiaries, “Rivian”) and Amazon.com, Inc. (together with its affiliates “Amazon”). Each of Rivian and Amazon is referred to herein as a “Party” and together as the “Parties”.

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