GENERAL TERMS AND CONDITIONSGeneral Terms and Conditions • November 7th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
These General Terms and Conditions (“General Terms”) are entered into effective as of October 1, 2014 (“Effective Date”) by and between Tesla Motors, Inc., a Delaware corporation located at 3500 Deer Creek Road, Palo Alto, California, 94304 (“Tesla”), on the one hand, and Panasonic Corporation (“Seller”), on the other hand. Each Tesla and Seller entity is referred to herein as a “Party” and such entities are collectively referred to herein as the “Parties.”
Letter AgreementManufacturing Agreement • November 7th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
This Letter Agreement (“Agreement”) is entered into effective as of July 31, 2014 (“Effective Date”) by and between Tesla Motors, Inc., a Delaware corporation located at 3500 Deer Creek Road, Palo Alto, California, 94304, United States (“Tesla”), and Panasonic Corporation, 1006 Kadoma, Kadoma City, Osaka 571-8506, Japan (“Panasonic”). Tesla and Panasonic are each referred to herein as a “Party” and such entities are collectively referred to herein as the “Parties.” In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
Confidential Treatment Requested by Tesla Motors, Inc.Investment Letter Agreement • November 7th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This letter agreement (“[***] Investment Letter Agreement”) is entered into by and between Tesla Motors, Inc., a Delaware corporation (“Tesla”), and Panasonic Corporation, a Japanese corporation (“Panasonic”), effective as of the date last signed below with respect to Panasonic’s investment in the [***] Production Line [***] (defined below), as contemplated in the General Terms and Conditions dated October 1, 2014, including Section 1.1(b) thereof (the “General Terms”), and the Production Pricing Agreement dated October 1, 2014 (“Pricing Agreement”) by and between the Parties. Tesla and Panasonic are each referred to herein as a “Party” and collectively as the “Parties.” This [***] Investment Letter Agreement is entered into in connection with, and subject to, the General Terms and the Pricing Agreement. Capitalized terms used in this [***] Investment Letter Agreement have the meanings given herein, in the General Terms and/or in the Pricing Agreement.
Production Pricing AgreementProduction Pricing Agreement • November 7th, 2014 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This Production Pricing Agreement (“Pricing Agreement”) is entered into effective as of the date last signed below (“PA Effective Date”) by and between Tesla Motors, Inc., a Delaware corporation located at 3500 Deer Creek Road, Palo Alto, California, 94304 (“Tesla”) and Panasonic Corporation, a Japanese corporation located at 1006 Kadoma, Kadoma City, Osaka, 571-8506, Japan (“Seller”). Tesla and Seller are each referred to herein as a “Party” and collectively as the “Parties.” The Parties enter into this Pricing Agreement in connection with, and subject to, the General Terms and Conditions dated October 1, 2014 (the “General Terms”). Terms used herein with initial capitalization have the meanings specified where used or in the General Terms.
