0001193125-16-735804 Sample Contracts

GENERAL TERMS AND CONDITIONS
General Terms and Conditions • October 11th, 2016 • 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.”

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AMENDMENT TO GIGAFACTORY GENERAL TERMS
Gigafactory General Terms Amendment • October 11th, 2016 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Nevada

This amendment (“Amendment”) is entered into effective as of December 1, 2015 (the “Effective Date”), by and between Tesla Motors, Inc. (“Tesla”), on the one hand, and Panasonic Corporation and Panasonic Energy Corporation of North America (collectively, “Panasonic”), on the other hand (Tesla and Panasonic are referred to collectively herein as the “Parties”) in connection with the General Terms and Conditions dated October 1, 2014, by and between the Parties (the “General Terms”) and the Production Pricing Agreement dated September 30, 2014, by and between the Parties (the “Pricing Agreement”). Terms used herein with initial capitalization have the meanings specified where used or in the General Terms. In consideration of the mutual promises and mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the General Terms as follows:

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