0001193125-10-017054 Sample Contracts

SUPPLY AGREEMENT SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and
Supply Agreement • January 29th, 2010 • Tesla Motors Inc • California

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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TESLA MOTORS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2010 • Tesla Motors Inc • Delaware

THIS AGREEMENT is entered into, effective as of , 20 by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

COMMERCIAL LEASE
Commercial Lease • January 29th, 2010 • Tesla Motors Inc • California

THIS LEASE is entered into as of July 25, 2007 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and TESLA MOTORS, INC., a Delaware corporation (“Tenant”).

SUPPLY AGREEMENT SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and First DAY OF September, 2006
Supply Agreement • January 29th, 2010 • Tesla Motors Inc • California

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exclusivity and Intellectual Property Agreement Between TESLA MOTORS, INC. And DAIMLER NORTH AMERICA CORPORATION May 11, 2009
Exclusivity and Intellectual Property Agreement • January 29th, 2010 • Tesla Motors Inc • Delaware

This Exclusivity and Intellectual Property Agreement (this “Agreement”) is made as of the 11th day of May, 2009 (the “Effective Date”), by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), on the one hand, and Daimler North America Corporation, a Delaware corporation (“Daimler”), on the other hand (each a “Party” and together the “Parties”).

SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and SANYO Electric Co., Ltd. Mobile Energy Company & Sanyo Energy (USA) Corporation 1st day of February, 2007
Supply Agreement • January 29th, 2010 • Tesla Motors Inc • California

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and 13th DAY OF APRIL, 2007
Supply Agreement • January 29th, 2010 • Tesla Motors Inc • California

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

SUPPLY AGREEMENT between TESLA MOTORS, INC. [Tesla Logo] PANASONIC INDUSTRIAL COMPANY, DIVISION OF PANASONIC CORPORATION OF NORTH AMERICA, and PANASONIC CORPORATION, ACTING THROUGH ENERGY COMPANY. [Panasonic Logo] July 21, 2009
Supply Agreement • January 29th, 2010 • Tesla Motors Inc • New York

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

TESLA MOTORS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Rights Agreement • January 29th, 2010 • Tesla Motors Inc • Delaware

This Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 31st day of August, 2009, by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), the Series A stockholders listed on Exhibit A hereto (the “Series A Stockholders”), the Series B stockholders listed on Exhibit B hereto (the “Series B Stockholders”), the Series C stockholders listed on Exhibit C hereto (the “Series C Stockholders”), the Series D stockholders listed on Exhibit D hereto (the “Series D Stockholders”), the Series E stockholders listed on Exhibit E hereto (the “Series E Stockholders”) and the Series F stockholders listed on Exhibit F hereto (the “Series F Stockholders”).

TESLA MOTORS, INC. RELOCATION AGREEMENT
Relocation Agreement • January 29th, 2010 • Tesla Motors Inc • California

On June 14, 2008, Ahuja entered into at-will employment with Tesla pursuant to an offer letter dated June 13, 2008 (the “Offer Letter”) for employment commencing July 31, 2008 (the “Employment Commencement Date”). Tesla requires Ahuja to relocate from his current residence to Tesla headquarters offices in San Carlos, California (“Primary Work Location”), to perform the duties customarily associated with his position as Chief Financial Officer. Ahuja’s Primary Work Location will be a location that is at least 50 miles from his current residence.

COMMERCIAL LEASE
Commercial Lease • January 29th, 2010 • Tesla Motors Inc • California

THIS LEASE is entered into as of August 6, 2009 (the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and TESLA MOTORS, INC., a Delaware corporation (“Tenant”).

TESLA MOTORS, INC. RELOCATION AGREEMENT
Relocation Agreement • January 29th, 2010 • Tesla Motors Inc • California

This Relocation Agreement (“Agreement”) is entered into effective as of August 17, 2009 (the “Effective Date”), by and between John Walker (“Executive”) and Tesla Motors, Inc. (“Tesla Motors” or the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).

May 11, 2009
Tesla Motors Inc • January 29th, 2010 • Delaware

This letter is to confirm that, for full and valid consideration, the undersigned hereby consent and agree to the following:

LICENSE AGREEMENT
License Agreement • January 29th, 2010 • Tesla Motors Inc • California

This License Agreement is made and entered into as of this 23rd day of July, 2009 (“License”) by and between MS Kearny Northrop Avenue, LLC, a Delaware limited liability company hereinafter called “Licensor” and Tesla Motors, Inc., a Delaware corporation hereinafter called “Licensee.” Licensee and Licensor are sometimes referred to individually as “Party” and collectively as the “Parties”. In consideration for the payment by Licensee and the performance of the conditions and covenants herein contained, Licensor hereby licenses certain real property subject to the following terms and conditions:

AMENDMENT NO. 1 TO SUPPLY AGREEMENT BETWEEN TESLA MOTORS, INC. AND SANYO ELECTRIC CO., LTD. MOBILE ENERGY COMPANY & SANYO ENERGY (USA) CORPORATION
Supply Agreement • January 29th, 2010 • Tesla Motors Inc

This shall serve as Amendment No. 1 to the Supply Agreement, effective as of February 1, 2007 (“Agreement”) between Sanyo Electric Co., Ltd. Mobile Energy Company & Sanyo Energy (USA) Corporation (“Sanyo”) and Tesla Motors, Inc. (“Tesla”).

Lotus Logo] [Tesla Logo]
Agreement • January 29th, 2010 • Tesla Motors Inc
SIDE AGREEMENT
Side Agreement • January 29th, 2010 • Tesla Motors Inc • Delaware

THIS SIDE AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2009 by and between Blackstar Investco LLC (“Newco”), and Tesla Motors, Inc., a Delaware corporation (the “Company”).

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