Motor Vehicle Binding Order Agreement

Terms & Conditions

Documentation. Your Motor Vehicle Binding Order Agreement (the “Agreement”) is made up of the following documents:
1. Vehicle Configuration: The Vehicle Configuration describes the vehicle that you configured and ordered, including pricing
(excluding taxes and official or government fees).
2. Final Price Sheet: The Final Price Sheet will be provided to you as your delivery date nears. It will include final pricing based
on your final Vehicle Configuration and will include taxes and official or governmental fees.
3. Terms & Conditions: These Terms & Conditions are effective as of the date you place your order and make your Order Fee
(the “Order Date”).

Agreement to Purchase. You agree to purchase the vehicle (the “Vehicle”) described in your Vehicle Configuration from Tesla, Inc. or
its affiliate (“we,” “us” or “our”), pursuant to the terms and conditions of this binding Agreement. Your Vehicle is priced and configured
based on features and options available at the time of order and you can confirm availability with a Tesla representative. Options,
features or hardware released or changed after you place your order may not be included in or available for your Vehicle. If you are
purchasing a Pre-Owned Vehicle, it may exhibit signs of normal wear and tear in line with its respective age and mileage.

Purchase Price, Taxes and Official Fees. The purchase price of the Vehicle is indicated in your Vehicle Configuration. This purchase
price does not include taxes and official or government fees, which could amount to up to 10% or more of the Vehicle purchase price.
Because these taxes and fees are constantly changing and will depend on many factors, such as where you register the Vehicle, they
will be calculated closer to the time of delivery and indicated on your Final Price Sheet. You are responsible for paying these additional
taxes and fees. If Tesla is registering your Vehicle, this will be due when you pay the purchase price. If you are registering your Vehicle
in a self-registration state, the sales tax and state-applicable registration fees may be due at time of registration. If you present a check
for any payment, we may process the payment as a normal check transaction, or we may use information from your check to make a
one-time electronic fund transfer from your account, in which case your bank account will reflect this transaction as an Electronic
Fund Transfer. If you are purchasing a Pre-Owned Vehicle, your Order Deposit will be applied to your Purchase Price.

Order Process; Cancellation; Changes. After you submit your completed order, we will begin the process of preparing and
coordinating your Vehicle delivery. At this point, you agree that any paid Order Fee, Order Deposit and Transportation fee have been
earned and are not refundable. If you cancel your order or breach this Agreement and we cancel your order prior to delivery of the
Vehicle, you agree that we may retain as liquidated damages the Order Fee, Order Deposit and Transportation Fee, to the extent not
otherwise prohibited by law. You acknowledge that the Order Fee, Order Deposit and Transportation Fee are a fair and reasonable
estimate of the actual damages we have incurred or may incur in transporting, remarketing, and reselling the Vehicle, costs which are
otherwise impracticable or extremely difficult to determine. If you make changes to your order, you may be subject to potential price
increases for any pricing adjustments made since your original Order Date. Any changes made by you to your Vehicle Configuration,
including changes to the delivery location or estimated delivery date, will be reflected in a subsequent Vehicle Configuration that will
form part of this Agreement. The Order Fee, Order Deposit, Transportation Fee and this Agreement are not made or entered into in
anticipation of or pending any conditional sale contract.

Delivery; Transfer of Title. If you are picking up your Vehicle in a state where we are licensed to sell the Vehicle, we will notify you of
when we expect your Vehicle to be ready for delivery at your local Tesla Delivery Center, or other location as we may agree to. You
agree to schedule and take delivery of your Vehicle within three (3) days of this date. If you do not respond to our notification or are
unable to take delivery within the specified period, your Vehicle may be made available for sale to other customers. For new vehicles,
if you do not take delivery within seven (7) days of our first attempt to notify you, Tesla may cancel your order and keep your Order
Fee.

If you wish to pick up your Vehicle in a state where we are not licensed to sell the Vehicle, you agree that the sale is transacted in the
state listed in the Seller’s address above (the “Contracting State”). In such a case, the risk of loss of the Vehicle transfers to you in the
Contracting State, and legal title to the Vehicle transfers to you in the Contracting State, at the time that Tesla receives your final
payment in its entirety. If available, Tesla may, on your behalf and at your cost, coordinate the shipment of your Vehicle to you,
generally from our factory in California or another state where we are licensed to sell the Vehicle. In such a case, you agree that this
is a shipment contract under which Tesla will coordinate the shipping of the Vehicle to you via a third-party common carrier or other
mode of transport. Upon the transfer of title, your Vehicle will be insured at no cost to you, and you will be the beneficiary of any
claims for damage to the Vehicle or losses occurring while the Vehicle is in transit. To secure your final payment and performance
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under the terms of this Agreement, we will retain a security interest in the Vehicle and all proceeds therefrom until your obligations
have been fulfilled.

The estimated delivery date of your Vehicle, if provided, is only an estimate as we do not guarantee when your Vehicle will actually
be delivered. Your actual delivery date is dependent on many factors, including your Vehicle’s configuration and manufacturing
availability.

Incentives. Tesla makes no promises, warranties or guarantees regarding fund availability or your eligibility for any incentives, rebates
and tax credits (the “Incentives”) related to the Vehicle (including, without limitation, due to repeal of Internal Revenue Code Section
30D credit (and the application of the effective date provisions related to that repeal)). Simply entering into this binding Order
Agreement does not ensure your eligibility for any Incentive. Consult a tax professional. If Tesla has credited your Purchase Price for
the amount of an Incentive, but you do not qualify for the Incentive, you shall reimburse Tesla for the amount of the credit. Failure to
reimburse Tesla will constitute a default under this Agreement at which time Tesla may exercise any remedies available to it, including
repossession of the Vehicle.

Agreement to Arbitrate. Please carefully read this provision, which applies to any dispute between you and Tesla, Inc. and its affiliates,
(together “Tesla”).

If you have a concern or dispute, please send a written notice describing it and your desired resolution to resolutions@[Link].

If not resolved within 60 days, you agree that any dispute arising out of or relating to any aspect of the relationship between you and
Tesla will not be decided by a judge or jury but instead by a single arbitrator in an arbitration administered by the American Arbitration
Association (AAA) under its Consumer Arbitration Rules. This includes claims arising before this Agreement, such as claims related to
statements about our products. You further agree that any disputes related to the arbitrability of your claims will be decided by the
court rather than an arbitrator, notwithstanding AAA rules to the contrary.

To initiate the arbitration, you will pay the filing fee directly to AAA and we will pay all subsequent AAA fees for the arbitration, except
you are responsible for your own attorney, expert, and other witness fees and costs unless otherwise provided by law. If you prevail
on any claim, we will reimburse you your filing fee. The arbitration will be held in the city or county of your residence. To learn more
about the Rules and how to begin an arbitration, you may call any AAA office or go to [Link].

The arbitrator may only resolve disputes between you and Tesla, and may not consolidate claims without the consent of all parties.
The arbitrator cannot hear class or representative claims or requests for relief on behalf of others purchasing or leasing Tesla vehicles.
In other words, you and Tesla may bring claims against the other only in your or its individual capacity and not as a plaintiff or class
member in any class or representative action. If a court or arbitrator decides that any part of this agreement to arbitrate cannot be
enforced as to a particular claim for relief or remedy, then that claim or remedy (and only that claim or remedy) must be brought in
court and any other claims must be arbitrated.

If you prefer, you may instead take an individual dispute to small claims court.

You may opt out of arbitration within 30 days after signing this Agreement by sending a letter to: Tesla, Inc.; P.O. Box 15430; Fremont,
CA 94539-7970, stating your name, Order Number or Vehicle Identification Number, and intent to opt out of the arbitration provision.
If you do not opt out, this agreement to arbitrate overrides any different arbitration agreement between us, including any arbitration
agreement in a lease or finance contract.

Connectivity. Standard Connectivity is included in your Vehicle, at no additional cost, for eight (8) years beginning on the first day your
Vehicle was delivered as new by Tesla, or the first day it is put into service (for example used as a demonstrator or company vehicle),
whichever comes first. A trial of Premium Connectivity will be included following delivery of the Vehicle. Once this trial is over as
detailed at [Link]/support/connectivity, you may subscribe to Premium Connectivity or your Vehicle will return to Standard
Connectivity. Features included in Premium Connectivity are subject to change and may be limited or unavailable due to Obsolete
Hardware. You understand and agree that the cellular or other network needed for any Connectivity is provided by your local
telecommunications company and other external providers, and that we are not liable for any parts, software, upgrades or any other
costs (including labor) needed to use or maintain network connectivity or compatibility with any features or services externally
supplied to the Vehicle. Any connectivity issues (including for quality, functionality or coverage) or gaps in service unrelated to a
hardware fault or failure are not covered by Tesla warranties.

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Obsolete Hardware and Future Firmware Updates. The Vehicle will regularly receive over-the-air software updates that add new
features and enhance existing ones over Wi-Fi. Future software updates may not be provided for your Vehicle, or may not include all
existing or new features or functionality, due to your Vehicle’s age, configuration, data storage capacity or parts, after the expiration
of your Warranty. We are not liable for any parts or labor or any other cost needed to update or retrofit the Vehicle so that it may
receive these updates, or any Vehicle issues occurring after the installation of any software updates due to obsolete, malfunctioning
(except as covered by your Warranty) or damaged hardware.

Privacy Policy; Payment Terms for Services; Supercharger Fair Use Policy. Tesla’s Customer Privacy Policy; Payment Terms for
Services and Supercharger Fair Use Policy are incorporated into this Agreement and can be viewed at [Link]/about/legal.

Warranty. You will receive access to the Tesla New Vehicle Limited Warranty or the Tesla Pre-Owned Vehicle Limited Warranty, as
applicable, at or prior to the time of Vehicle delivery or pickup. The warranty version applicable to your Vehicle is that which was in
effect when the Vehicle was first delivered or picked up from Tesla directly, including by any previous owners. You may also obtain a
written copy of your warranty from us upon request and view the current version at our website.

Limitation of Liability. We are not liable for any incidental, special or consequential damages arising out of this Agreement. Your sole
and exclusive remedy under this Agreement will be limited to reimbursement of your Order Fee, Order Deposit and Transportation
Fee.

No Resellers; Discontinuation; Cancellation. Tesla and its affiliates sell cars directly to end-consumers, and we may unilaterally cancel
any order prior to delivery that we believe has been made with a view toward resale of the Vehicle or that has otherwise been made
in bad faith, and we’ll keep your Order Fee, Order Deposit and Transportation Fee. This includes orders for which a third-party is
facilitating or brokering the sale, or if the vehicles are to be exported to somewhere other than where you tell us you will be registering
the Vehicle. We may also cancel your order and refund your Order Fee, Order Deposit and Transportation Fee if we discontinue a
product, feature or option after the time you place your order. We work to fulfill your order as quickly as we can. If you cancel your
order, become unresponsive to us, or fail to complete a requested action to progress towards delivery of your Vehicle, you will be in
default of this Agreement and as such, we may cancel your order and keep your Order Fee, Order Deposit and Transportation Fee, as
well as pursue any options legally available to us under the Default and Remedies provision of this Agreement. Alternatively, Tesla
may give you the option to reconfigure your Vehicle at the current pricing.

Default and Remedies. You will be in default and/or breach of this Agreement if any one of the following occurs (except as prohibited
by law): you fail to perform an obligation that you have undertaken in the Agreement; or we, in good faith, believe that you cannot,
or will not pay or perform the obligations you have agreed to in this Agreement. You will also be in default and/or breach of this
Agreement if you provide false or misleading information in your order, or do anything else the law says is a default. If you are in
default, we may, after any legally required notice or waiting period: (i) do anything to protect our interest in the Vehicle, including
repossessing the Vehicle using legally permitted means, (ii) locate and disable the Vehicle electronically using our remote dynamic
vehicle connection described in our Privacy Policy, (iii) sue you for damages or to get the Vehicle back, and/or (iv) charge you for
amounts we spend taking these actions, including but not limited to attorney fees and costs.

Governing Law; Integration; Assignment. Except as provided below, the terms of this Agreement are governed by, and to be
interpreted according to, the laws of the State in your address indicated on your Vehicle Configuration. Prior agreements, oral
statements, negotiations, communications or representations about the Vehicle sold under this Agreement are superseded by this
Agreement. Terms relating to the purchase not expressly contained herein are not binding. We may assign this Agreement at our
discretion to one of our affiliated entities.

State-Specific Provisions. You acknowledge that you have read and understand the provisions applicable to you in the State-Specific
Provisions attachment to this Agreement.

This Agreement is entered into and effective as of the date you accept this Agreement, by electronic means or otherwise. By
confirming and accepting this Agreement, you agree to the terms and conditions of this Agreement.

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 State Specific Provisions

For NEW YORK residents: If the Vehicle is not delivered in accordance with the Agreement within 30 days following the
estimated delivery date, you have the right to cancel the Agreement and receive a full refund, unless the delay in
delivery is attributable to you.
If this motor vehicle is classified as a used motor vehicle, the dealer named above certifies that the entire vehicle is in
condition and repair to render, under normal use, satisfactory and adequate service upon the public highway at the
time of delivery.
The dealer named above further certifies that this vehicle complies with the inflatable restraint system requirements
found in section 419-a of New York State Vehicle and Traffic Law.
The amount indicated on the sales contract or lease agreement for registration and title fees is an estimate. In some
instances, it may exceed the actual fees due the Commissioner of Motor Vehicles. The dealer will automatically, and
within 60 days of securing such registration and title, refund any amount overpaid for such fees.

For MASSACHUSETTS residents: ATTENTION PURCHASER: All vehicles are WARRANTED as a matter of state law. They
must be fit to be driven safely on the roads and must remain in good running condition for a reasonable period of time.
If you have significant problems with the Vehicle or if it will not pass a Massachusetts inspection, you should notify us
immediately. We may be required to fix the car or refund your money. THIS WARRANTY IS IN ADDITION TO ANY OTHER
WARRANTY GIVEN BY US.

For MICHIGAN residents and purchasers: The terms of this Agreement are governed by, and are to be interpreted
according to, Michigan law. The sale of your vehicle will be transacted outside of Michigan, and in a state in which Tesla
has a license to sell vehicles, as explained in the body of the Agreement.

For WASHINGTON, D.C. residents:

NOTICE TO PURCHASER
IF, AFTER A REASONABLE NUMBER OF ATTEMPTS, THE MANUFACTURER, ITS AGENT, OR AUTHORIZED DEALER IS
UNABLE TO REPAIR OR CORRECT ANY NON-CONFORMITY, DEFECT, OR CONDITION WHICH RESULTS IN SIGNIFICANT
IMPAIRMENT OF THE MOTOR VEHICLE, THE MANUFACTURER, AT THE OPTION OF THE CONSUMER, SHALL REPLACE THE
MOTOR VEHICLE WITH A COMPARABLE MOTOR VEHICLE, OR ACCEPT RETURN OF THE MOTOR VEHICLE FROM THE
CONSUMER AND REFUND TO THE CONSUMER THE FULL PURCHASE PRICE, INCLUDING ALL SALES TAX, LICENSE FEES,
REGISTRATION FEES, AND ANY SIMILAR GOVERNMENT CHARGES. IF YOU HAVE ANY QUESTIONS CONCERNING YOUR
RIGHTS, YOU MAY CONTACT THE DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS.

Seller certifies that the information contained in the itemization of the purchase price, including the Vehicle
Configuration, and required by Chapter 3 (Buying, Selling and Financing Motor Vehicles) of Title 16 of the Code of D.C.
Municipal Regulations, is true to the best of our knowledge.

For RHODE ISLAND residents: Rhode Island law requires that all motor vehicles sold at retail must be in such condition
as to pass a State safety inspection at the time of sale so as to protect consumers.

For Minnesota residents: IMPORTANT. THIS MAY BE A BINDING CONTRACT AND YOU MAY LOSE ANY DEPOSITS IF YOU
DO NOT PERFORM ACCORDING TO ITS TERMS.

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For VIRGINIA residents: IF YOU ARE FINANCING THIS VEHICLE, PLEASE READ THIS NOTICE: YOU ARE PROPOSING TO ENTER INTO
A RETAIL INSTALLMENT SALES CONTRACT WITH THE DEALER. PART OF YOUR CONTRACT INVOLVES FINANCING THE PURCHASE OF
YOUR VEHICLE. IF YOU ARE FINANCING THIS VEHICLE AND THE DEALER INTENDS TO TRANSFER YOUR FINANCING TO A FINANCE
PROVIDER SUCH AS A BANK, CREDIT UNION OR OTHER LENDER, YOUR VEHICLE PURCHASE DEPENDS ON THE FINANCE PROVIDER'S
APPROVAL OF YOUR PROPOSED RETAIL INSTALLMENT SALES CONTRACT. IF YOUR RETAIL INSTALLMENT SALES CONTRACT IS
APPROVED WITHOUT A CHANGE THAT INCREASES THE COST OR RISK TO YOU OR THE DEALER, YOUR PURCHASE CANNOT BE
CANCELLED. IF YOUR RETAIL INSTALLMENT SALES CONTRACT IS NOT APPROVED, THE DEALER WILL NOTIFY YOU VERBALLY OR IN
WRITING. YOU CAN THEN DECIDE TO PAY FOR THE VEHICLE IN SOME OTHER WAY OR YOU OR THE DEALER CAN CANCEL YOUR
PURCHASE. IF THE SALE IS CANCELLED, YOU NEED TO RETURN THE VEHICLE TO THE DEALER WITHIN 24 HOURS OF VERBAL OR
WRITTEN NOTICE IN THE SAME CONDITION IT WAS GIVEN TO YOU, EXCEPT FOR NORMAL WEAR AND TEAR. ANY DOWN PAYMENT
OR TRADE-IN YOU GAVE THE DEALER WILL BE RETURNED TO YOU. IF YOU DO NOT RETURN THE VEHICLE WITHIN 24 HOURS OF
VERBAL OR WRITTEN NOTICE OF CANCELLATION, THE DEALER MAY LOCATE THE VEHICLE AND TAKE IT BACK WITHOUT FURTHER
NOTICE TO YOU AS LONG AS THE DEALER FOLLOWS THE LAW AND DOES NOT CAUSE A BREACH OF THE PEACE WHEN TAKING THE
VEHICLE BACK. IF THE DEALER DOES NOT RETURN YOUR DOWN PAYMENT AND ANY TRADE-IN WHEN THE DEALER GETS THE VEHICLE
BACK IN THE SAME CONDITION IT WAS GIVEN TO YOU, EXCEPT FOR NORMAL WEAR AND TEAR, THE DEALER MAY BE LIABLE TO
YOU UNDER THE VIRGINIA CONSUMER PROTECTION ACT.

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