0001193125-10-068933 Sample Contracts

TESLA MOTORS, INC.
Restricted Stock Unit Award Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California

Unless otherwise defined herein, the terms defined in the Tesla Motors, Inc. 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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TESLA MOTORS, INC.
Stock Option Award Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California

Unless otherwise defined herein, the terms defined in the Tesla Motors, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

SUPPLY AGREEMENT SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and Taiway Ltd.
Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • 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 SUPPLY AGREEMENT TESLA MOTORS, INC. [Tesla Logo] and Eberspacher (UK) Ltd. [Eberspacher Logo] First DAY OF September, 2006
Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • 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 • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • 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 POLYTEC HOLDEN LTD. 13th DAY OF APRIL, 2007
Supply Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • 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.

ZEV Credits Agreement
Zev Credits Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California

This ZEV Credits Agreement (“Agreement”) is made this 12th day of February 2009, between and [***], with its principal offices at [***] (“[***]”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) ([***] and Tesla are individually a “Party” and together the “Parties”).

Supplemental ZEV Credits Agreement
Credits Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies

This Supplemental ZEV Credits Agreement (“Supplemental Agreement”) is made as of the 20th day of March 2009, between [***], with its principal offices at [***] (“[***]”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) ([***] and Tesla are individually a “Party” and together the “Parties”).

Addendum to ZEV Credits Agreement
Zev Credits Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies

This Addendum to the ZEV Credits Agreement (“Agreement”) (“Addendum”) is made this 20th day of February 2009, between and [***], with its principal offices at [***] (“[***]”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) ([***] and Tesla are individually a “Party” and together the “Parties”). All defined terms in the Agreement have the same meaning in this Addendum.

THIS AGREEMENT is dated the 22nd day of March, 2010 BETWEEN:
Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
Second Supplemental ZEV Credits Agreement
Credits Agreement • March 29th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies

This Second Supplemental ZEV Credits Agreement (“Second Supplemental Agreement”) is made this 8th day of February, 2010, between [***], with its principal offices at [***] (“[***]”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) ([***] and Tesla are individually a “Party” and together the “Parties”).

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