0001193125-12-081990 Sample Contracts

LIMITED WAIVER TO THE LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT

Loan Arrangement and Reimbursement Agreement • February 27th, 2012 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York

• Contract Type
  Loan Arrangement and Reimbursement Agreement
• Filed
  February 27th, 2012
• Company
  Tesla Motors Inc
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  New York

LIMITED WAIVER, dated as of February 22, 2012 (this “Waiver”), to the Loan Arrangement and Reimbursement Agreement, dated as of January 20, 2010 (as amended by the First Amendment to the Loan Arrangement and Reimbursement Agreement dated as of June 15, 2011 and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Arrangement Agreement”), between Tesla Motors, Inc. (the “Borrower”) and the United States Department of Energy (“DOE”). Unless otherwise defined herein, terms defined in the Arrangement Agreement and used herein shall have the meanings given to them in the Arrangement Agreement.

SUPPLY AGREEMENT Among TESLA MOTORS, INC., PANASONIC INDUSTRIAL COMPANY, DIVISION OF PANASONIC CORPORATION OF NORTH AMERICA, and PANASONIC CORPORATION, ACTING THROUGH ENERGY COMPANY. October 5, 2011

Supply Agreement • February 27th, 2012 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York

• Contract Type
  Supply Agreement
• Filed
  February 27th, 2012
• Company
  Tesla Motors Inc
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  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.

First Amendment to Loan Arrangement and Reimbursement Agreement

Arrangement and Reimbursement Agreement • February 27th, 2012 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York

• Contract Type
  Arrangement and Reimbursement Agreement
• Filed
  February 27th, 2012
• Company
  Tesla Motors Inc
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  New York

FIRST AMENDMENT, dated as of June 15, 2011 (this “Amendment”), to the Loan Arrangement and Reimbursement Agreement, dated as of January 20, 2010 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Arrangement Agreement”), between Tesla Motors, Inc. (the “Borrower”) and the United States Department of Energy (“DOE”). Unless otherwise defined herein, terms defined in the Arrangement Agreement and used herein shall have the meanings given to them in the Arrangement Agreement.