Work Order No. #1 to the Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc

EX-10.13 5 d157488dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

WORK ORDER NO. #1

TO THE FRAMEWORK AGREEMENT

This Work Order No. #1 (this “Work Order”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”), and Rivian Automotive, LLC, a Delaware limited liability company (“Rivian”), is effective as of September 16, 2019 (“WO Effective Date”), and is entered into pursuant to the Framework Agreement between Amazon and Rivian, effective as of September 16, 2019 (the “Agreement”). Each capitalized term not defined in this Work Order has the meaning attributed to it in Addendum A – Framework Addendum to the Agreement (the “Framework Addendum”).

1.	OVERVIEW.

1.1 General. This Work Order incorporates all of the terms and conditions of, and is made a part of, the Agreement. The purpose of this Work Order is to set forth the terms and conditions governing the design and Development, Manufacture, and supply of the Products and Services described below. To the extent of any conflict between this Work Order and any other parts of the Agreement (including any Addenda or Exhibits), this Work Order will govern. The Parties may modify the scope of the Development Services and Supply Services and any terms and conditions in this Work Order by mutually entering into one or more written amendments to this Work Order.

1.2 Products. “Products” under this Work Order means the Delivery Vehicles (including the Top Hat), the Skateboards (without the Top Hat) and Spare Parts.

1.3 Steering Committee and Governance.

(A) Steering Committee in General. Schedule 8 sets forth steering committee and governance provisions for this Work Order, including the means for decision-making and dispute resolution (including whether all timelines, milestones, and deadlines have been satisfied) between the Parties.

(B) Steering Committee Delays. If the Parties must make a decision after consultation with the Steering Committee by a due date specified by Rivian in writing (each a “Steering Committee Deadline”) in order for a timeline, milestone, or deadline in the Project Plan and Schedule to be completed and Amazon desires to extend the period for the Parties to make the decision, it may deliver notice to Rivian that Amazon requires additional time to make such decision (such a notice, a “Steering Committee Extension Notice”). If Amazon does not provide Rivian a Steering Committee Extension Notice prior to the Steering Committee Deadline and the Parties have not made the applicable decision, then Rivian will make the decision, provided that (i) there is no change to the Specifications, (ii) there is no increase in the Investment Fee, (iii) there is no extension of the Start of Production Date, and (iv) no incremental obligations are imposed on Amazon arising out of such decisions with respect to third parties. If Rivian receives a Steering Committee Extension Notice, all milestones and deadlines in the Project Plan and Schedule (including the Start of Production Date) will be delayed on a day-for-day basis in an amount of time equal to the delay in making the decision after the Steering Committee Deadline. If Rivian does not receive a Steering Committee Extension Notice by the Steering Committee Deadline and Rivian is unable to make a decision that does not implicate clauses (i) through (iv), no decision is made and the status quo remains.

1.4 Requirements. Each Product and Service will comply with the Requirements applicable to such Product or Service. Each Development Deliverable will comply with the applicable requirements for such Development Deliverable, subject to Section 2.5(A) (Development Deliverable Inspection, Test, and Acceptance: Notice of Completion and Evaluation). The Requirements for the Products as of the WO Effective Date are attached as Schedule 1 to this Work Order. The requirements for the Pre-Production Delivery Vehicles will be as mutually agreed by the Parties and set forth in an addendum attached to this Work Order. The Project Plan and Schedule setting forth the timelines and corresponding milestones and Development Deliverables, gateways, and deadlines are attached as Schedule 2 to this Work Order. The Project Plan and Schedule may be updated by written agreement of the Parties, which updated Project Plan and Schedule will be deemed automatically incorporated by reference into the Agreement as an updated Schedule 2 that is approved by the Parties. The requirements for Development Deliverables (other than Pre-Production Delivery Vehicles) are described in Schedule 3. The Parties also may update the Requirements or add additional Requirements by written agreement of the Parties, which updated or additional Requirements will be deemed automatically incorporated by reference into the Agreement.

1.5 Certification and Regulatory Requirements.

(A) Authorized Territories; Roll-Out.

(i) Initial Authorized Territories. The initial “Authorized Territories” under this Work Order are identified on Schedule 12. Amazon will deliver the initial roll-out schedule for the Authorized Territories (by Authorized Territory) (the “Roll-Out Schedule”) no later than [***] prior to the Start of Production Date. For clarity, in addition to countries, each state and territory of the United States will be its own Authorized Territory. Subject to the other terms of this Agreement, the Parties will work together in good faith to mutually agree upon any updates to the Roll-Out Schedule for the Delivery Vehicles or Skateboards, taking into account applicable Law (including any limitations or prohibitions on direct sale by Rivian of the Delivery Vehicles in any Authorized Territory) and any anticipated difficulties or prohibitions on registering or licensing the Delivery Vehicles in any Authorized Territory.

(ii) Post-SOP – New US Authorized Territories.

a. After the Start of Production Date, if Amazon intends to Deploy Delivery Vehicles or Skateboards in one (1) or more states in the United States (i.e. the contiguous states in the United States, Alaska, Hawaii and the District of Columbia) that are not one of the Authorized Territories in Schedule 12 as of the WO Effective Date, Amazon will provide Rivian with written notice (the “Proposed US Territory Notice”) setting forth the new state in the United States (each new state in the United States, a “Proposed US Territory”). “Deploy” means to use, register, title, license and/or have Product Service performed. “Product Service” means the Rivian Warranty services, any post-sale and post-delivery Support Services provided by Rivian to Amazon, an Affiliate thereof or an Authorized Purchaser, as applicable, pursuant to the terms of the Agreement performed in the Authorized Territory in order to maintain and support the Products, and other Product services expressly agreed upon in writing by the Parties that will be performed in each Authorized Territory that are reasonably required to maintain and support the Products.

b. In all events Rivian must use reasonable efforts to be capable of delivering the Delivery Vehicles or Skateboards and providing (or having a third party provide) the Services in the applicable Proposed US Territory within [***] following Rivian’s receipt of the Proposed US Territory Notice. If Rivian may be unable to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed US Territory within [***] after Rivian’s receipt of the Proposed US Territory Notice, then within [***] following Rivian’s receipt of the Proposed US Territory Notice (the “Proposed US Territory Response Deadline”), Rivian will provide written notice to Amazon of such inability (the “US Territory Inability Notice”).

c. Rivian will notify Amazon as promptly as possible in writing when Rivian is able to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed US Territory and Amazon may commence issuance of Purchase Orders for the Delivery Vehicles or Skateboards (the “US Territory Authorization Notice”). In any event, Rivian must deliver the US Territory Authorization Notice on a date that is on or before the date that is [***] following Rivian’s receipt of the Proposed US Territory Notice. Notwithstanding the foregoing, if Rivian has used reasonable efforts but is nevertheless unable to obtain the Authorizations required to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed US Territory, then Rivian will not be in breach of this Section 1.5(A)(ii), and Section 10 of Schedule 15 will apply.

d. If Amazon determines it no longer intends to Deploy Delivery Vehicles or Skateboards in the Proposed US Territory following delivery of the Proposed US Territory Notice, Amazon will notify Rivian as soon as possible and Rivian will no longer be required to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed US Territory.

e. With respect to each Proposed US Territory, on the date Rivian delivers the US Territory Authorization Notice, the Proposed US Territory will be added to the list of Authorized Territories in Schedule 12 and such Proposed US Territory will be deemed an “Authorized Territory” under the Agreement, including this Work Order.

(iii) Post-SOP – New Non-US Authorized Territories.

a. After the Start of Production Date, if Amazon intends to Deploy Delivery Vehicles or Skateboards for one (1) or more countries located outside of the United States that are identified on Schedule 12 as “Agreed Potential Non-US Territories” (“Agreed Potential Non-US Territories”), Amazon will provide Rivian with written notice (the “Proposed Non-US Territory Notice”) setting forth the Agreed Potential Non-US Territory (each country or territory, a “Proposed Non-US Territory”).

b. In all events Rivian must use reasonable efforts to be capable of delivering the Delivery Vehicles or Skateboards and providing (or having a third party provide) the Services in the applicable Proposed Non-US Territory within [***] following Rivian’s receipt of the Proposed Non-US Territory Notice. If Rivian may be unable to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed Non-US Territory within [***] after Rivian’s receipt of the Proposed Non-US Territory Notice, then within [***] following Rivian’s receipt of the Proposed Non-US Territory Notice (the “Proposed Non-US Territory Response Deadline”), Rivian will provide written notice to Amazon of such inability (the “Non-US Territory Inability Notice”).

the date that is [***] following Rivian’s receipt of the Proposed Non-US Territory Notice. Notwithstanding the foregoing, if Rivian has used reasonable efforts but is nevertheless unable to obtain the Authorizations required to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed Non-US Territory, then Rivian will not be in breach of this Section 1.5(A)(iii).

d. If Amazon determines it no longer intends to Deploy Delivery Vehicles or Skateboards in the Proposed Non-US Territory following delivery of the Proposed Non-US Territory Notice, Amazon will notify Rivian as soon as possible and Rivian will no longer be required to deliver the Delivery Vehicles or Skateboards and provide (or have a third party provide) the Services in the applicable Proposed Non-US Territory.

e. With respect to each Proposed Non-US Territory, on the date Rivian delivers the Non-US Territory Authorization Notice, the Proposed Non-US Territory will be added to the list of Authorized Territories in Schedule 12 and such Proposed Non-US Territory will be deemed an “Authorized Territory” under the Agreement, including this Work Order.

f. For the avoidance of doubt, (i) once an Agreed Potential Non-US Authorized Territory is added to the list of Authorized Territories in Schedule 12, such Agreed Potential Non-US Authorized Territory will be deemed an “Authorized Territory” under the Agreement, including this Work Order, and (ii) Rivian will not have an obligation to deliver the Delivery Vehicles or Skateboards or provide (or have a third party provide) the Services in the applicable Proposed Non-US Territory if a change is required to the Specifications to comply with applicable Law in the Proposed Non-US Territory and the Parties do not agree on costs and expenses to implement the change.

g. The Parties may add one (1) or more countries located outside of the United States that are not an Agreed Potential Non-US Territory to the list of Authorized Territories in Schedule 12 by written agreement.

(B) Government Reports. Rivian will submit Government Reports applicable to the certification, Manufacture, and sale of the Products that are required to be submitted under applicable Law in the Authorized Territories. In connection with Rivian’s submission of Government Reports and upon Rivian’s reasonable request, Amazon will furnish to Rivian information in accordance with the Agreement necessary for the preparation of such Government Reports to the extent: (i) it is in Amazon’s possession, (ii) Amazon has the right to disclose such information without violating any confidentiality or non-disclosure provisions and (iii) the information must be disclosed to Rivian under applicable Law, in each case in the format and to the office specified by Rivian. In the event of a dispute between the Parties as to whether any such information is necessary to be included in a Government Report, the Parties will resolve such dispute in accordance with the provisions of Section 16.8 (Dispute Resolution) of the Framework Addendum. Amazon will also provide reasonable assistance to Rivian in the preparation of all applicable Government Reports relating to the certification, Manufacture, and sale of the Products. Each Party’s obligations and rights with respect to Government Reports are in addition to the other obligations and the additional conditions set forth in Section 6 (Quality Management; Governmental Investigations) and Section 9.11 (Data and Data Protection) of the Framework Addendum with respect to the sharing of information by such Party. In the event such information is only in Amazon’s possession and Amazon does not disclose such information to Rivian (and does not disclose such information directly to the government), Rivian will not be deemed to be in breach of its obligations under this Section 1.5(B) due to a failure to submit Government Reports requiring such information (but only with respect to such information).

(C) Authorizations. Rivian will obtain all Authorizations required in order to sell the Products and perform the Services in the Authorized Territories, or provide appropriate alternatives for delivery of Products and provision of Services in Authorized Territories (consistent with the following sentences of this Section 1.5(C)) where Rivian’s direct sales or service is prohibited by Laws in the applicable Authorized Territories. Without limiting the generality of the foregoing, Rivian will obtain all Authorizations required in order for a Delivery Vehicle Manufactured by it to be Eligible for Sale, Service and Operation (as defined below) no later than the date of delivery of such Delivery Vehicle. For clarity, Rivian will be responsible for ensuring that such Delivery Vehicle is legally sold and delivered to Amazon such that such Delivery Vehicle can be licensed, registered and titled, and will receive warranty and other applicable Services in each Authorized Territory, and Amazon will be responsible for licensing, registering, and titling such Delivery Vehicle in the applicable Authorized Territory. Rivian will have all Authorizations required to Manufacture Product units as of the date of such Manufacture.

(i) Pre-SOP (Initial Authorization Territories). Notwithstanding anything in this Agreement to the contrary, [***] will be responsible for the costs and expenses incurred by it to obtain all Authorizations referenced in Section 1.5(C) above prior to the Start of Production Date for the Initial Authorization Territories (as defined below), including additional or supplemental Authorizations resulting from a Regulatory Change prior to the Start of Production Date, [***].

(ii) Post-SOP (Initial Authorization Territories). Notwithstanding anything to the contrary, following the Start of Production Date, [***] will be responsible for the costs and expenses incurred by it to obtain all Authorizations referenced in Section 1.5(C) above required in order for a Delivery Vehicle to be Eligible for Sale, Service, and Operation in (x) an Authorized Territory listed on Schedule 12 as of the WO Effective Date and (y) each of the contiguous states in the United States, Alaska, Hawaii and the District of Columbia (clauses (x) and (y), collectively, the “Initial Authorization Territories”), other than additional or supplemental Authorizations resulting from a Regulatory Change after the Start of Production Date. The rights and obligations of the Parties with respect to Regulatory Changes after the Start of Production Date are set forth in Section 4.5 (Regulatory Changes) of the Framework Addendum.

(iii) Non-Initial Authorization Territories. Notwithstanding anything to the contrary, with respect to Authorizations required in order for a Delivery Vehicle to be Eligible for Sale, Service and Operation other than in an Initial Authorization Territory, the Parties will negotiate in good faith the terms surrounding such additional or supplemental Authorizations and, if agreed by the Parties, enter into a separate Work Order to memorialize any applicable terms and conditions. For the avoidance of doubt, Rivian is not required to obtain any additional or supplemental Authorizations, or otherwise deliver Product units that require such additional or supplemental Authorizations, unless and until a separate Work Order to memorialize any applicable terms and conditions has been executed by the Parties.

(iv) Modifications to Specifications. The Parties acknowledge and agree that, in the event that any of the Specifications are modified, removed, supplemented, or adjusted, certain additions, supplements or other changes to the Authorizations may be required in order for the Product to be Eligible for Sale, Service and Operation. Rivian will notify Amazon of any such changes to the Authorizations in conjunction with the Parties’ discussions of, and mutual agreement on, such amendments to the Specifications and any related costs, and following the Parties mutual agreement on such amendments, Rivian will obtain such additional, supplemental, or changed Authorizations in accordance with applicable Law.

(v) “Eligible for Sale, Service and Operation” means, with respect to a Delivery Vehicle: (a) Rivian has obtained all of the Authorizations required to sell or deliver such Delivery Vehicle in the applicable Authorized Territory and perform, or have a third party perform, the applicable Product Service in the applicable Authorized Territory, (b) Rivian (or its authorized Subcontractors) is capable of performing or delivering the applicable Product Service to Amazon, an Affiliate thereof or an Authorized Purchaser, as applicable, in the applicable Authorized Territory in compliance with Law, and (c) Rivian has ensured that such Delivery Vehicle is legally sold to Amazon so that such Delivery Vehicle can be titled, registered and licensed by Amazon, an Affiliate thereof or an Authorized Purchaser, as applicable, in the applicable Authorized Territory in compliance with Law.

(vi) Rivian covenants that it will notify Amazon promptly in writing of any claim, suit, action or proceeding brought by a Governmental Authority or other third party alleging that Rivian is not permitted to sell and/or perform Product Services for Products to be supplied hereunder in any location within the Authorized Territories.

(D) Other Relief. If any Delivery Vehicles included in an accepted Purchase Order are not Eligible for Sale, Service and Operation in the applicable Authorized Territory(ies) specified in an accepted Purchase Order, Amazon may cancel the Purchase Order with respect to such Delivery Vehicles that are not Eligible for Sale, Service and Operation. If, solely by operation of the immediately preceding sentence, Rivian does not Manufacture at least [***] Delivery Vehicles and Skateboards in the aggregate in the applicable calendar month, [***].

2.	DEVELOPMENT SERVICES.

2.1 Development Services Overview.

(A) In connection with its obligations to perform the Development Services and without limiting its other obligations under the Agreement, and subject to the terms and conditions of the Agreement, Rivian will (i) finalize the design and engineering of the Skateboard and the Top Hat, (ii) complete installation of all manufacturing fixtures and tools, and define all processes, required for the design, Manufacture and Integration of the Skateboard and the Top Hat at the Rivian Manufacturing Facility, (iii) deliver (in electronic, tangible or other form as applicable) to Amazon the applicable Development Deliverables in connection with the design and engineering of the Skateboard and the Top Hat, and (iv) obtain all applicable Authorizations, in each case to enable the start of Production and Production-level sale of the Delivery Vehicles by the start of Production deadline set forth in the then- current version of the Project Plan and Schedule (“Start of Production Date”); provided, however, (x) the Parties agree that, as of the WO Effective Date, the Start of Production Date in the Project Plan and Schedule is [***] (the “Original Start of Production Date”) and (y) that the Start of Production Date will be extended on a day-for-day basis for each day of all Amazon Covered Delays (as defined below) or such other time period as the Parties agree in writing. Rivian will commence start of Production on the Start of Production Date. All Changes under this Work Order will be requested and implemented in accordance with the Framework Addendum. If Changes are requested by Amazon that may, in the good-faith opinion of Rivian, result in a delay in the then-current Start of Production Date, Rivian will give Amazon prompt written notice of the same with an estimate of the extent of the resulting

delay in the Start of Production Date, and the Parties will update the Start of Production Date (if necessary or appropriate to implement the Amazon requested Change) by written agreement of the Parties, which updated Start of Production Date will be deemed automatically incorporated by reference into the Agreement. Notwithstanding anything in the Agreement to the contrary, unless otherwise agreed in writing, the Start of Production Date will not exceed the following time period from the Original Start of Production Date: (1) [***] plus (2) the aggregate number of days in all Amazon Covered Delays plus (3) all other delays mutually agreed in writing by the Parties (including delays caused by Amazon requested Changes or changes to the then-current Project Plan and Schedule).

(B) All Applicable Costs actually incurred by Rivian caused by an Amazon Covered Delay(collectively, the “Amazon Delay Costs”) will be added to the Vehicle-Specific Investment (as defined in Section 8.7(D)) for purposes of calculating the Investment Fee. “Applicable Costs” means [***]. The following constitutes an “Amazon Covered Delay” under this Work Order:

(i) Amazon Gateway Decision Delay Period in accordance with Section 2.1(D) (Amazon Gateway Decisions);

(ii) Amazon’s extension of the time period for acceptance of a Development Deliverable by submitting a Development Extension Notice in accordance with Section 2.5(B) (Development Deliverable Inspection, Test, and Acceptance: Acceptance) or delays caused by Amazon incorrectly rejecting a Development Deliverable as further described and for the period set forth in Section 2.5(F) (Development Deliverable Inspection, Test, and Acceptance: Resolving Disputes) (“Amazon Development Delay”);

(iii) Amazon’s extension of the time period to make a decision by submitting a Steering Committee Extension Notice in accordance with Section 1.3(B) (Steering Committee and Governance: Steering Committee Delays);

(iv) Amazon Decision Delay Period in accordance with Section 2.1(C); and

(v) delays caused by an Amazon requested Change submitted pursuant to the Framework Addendum.

For the avoidance of doubt, (x) Amazon must submit all Changes pursuant to the Framework Addendum and (y) any delay caused by a Force Majeure experienced by Rivian or a Supplier-Specific Force Majeure is not an Amazon Covered Delay. A Force Majeure experienced by Amazon will not extend the timeline for Amazon to make a decision.

(C) Amazon agrees to provide reasonable assistance as requested by Rivian to meet the timelines, milestones, and deadlines set forth in the Project Plan and Schedule, including providing timely decisions regarding Product features that require Amazon’s input or consent as set forth in this Work Order. Notwithstanding anything to the contrary contained in the Agreement, in the event that Rivian identifies a decision that must be made by Amazon that is not (i) at such time a specifically identified Amazon Gateway Decision, (ii) a request to accept a tangible Deliverable, (iii) a request to accept completion of a gateway set forth in the Project Plan and Schedule, or (iv) a request for a Change to the

Specifications, Rivian will notify Amazon’s Steering Committee members and Amazon’s Project Manager of the decision to be made, by electronic mail as soon as possible, but no later than seventy-two (72) hours prior to the date the decision must be made by Amazon (the “Decision Deadline”). If Amazon does not, prior to the Decision Deadline, (x) deliver its decision to Rivian or (y) deliver notice to Rivian that it requires additional time to make such decision (such a notice, a “Decision Extension Notice”), Rivian will make the decision, provided that: (a) there is no change to the Specifications, (b) there is no increase in the Investment Fee, (c) there is no extension of the Start of Production Date, and (d) no incremental obligations are imposed on Amazon arising out of such decisions with respect to third parties. If Rivian receives a Decision Extension Notice, all milestones and deadlines in the Project Plan and Schedule (including the Start of Production Date) will be delayed on a day-for-day basis in an amount of time equal to Amazon’s delay in making the decision after the Decision Deadline (“Amazon Decision Delay Period”). If Rivian does not receive a Decision Extension Notice by the Decision Deadline (and Rivian is unable to make a decision that does not implicate clauses (a) through (d)), no decision is made and the status quo remains.

(D) Amazon Gateway Decisions. Unless the Parties have otherwise agreed in writing, as soon as possible for each gateway in the Project Plan and Schedule, Rivian will provide Amazon a list of the Amazon Gateway Decisions and the due dates for such Amazon Gateway Decision for such gateway. Rivian will use good faith efforts to make the list of Amazon Gateway Decisions as complete as possible. In the event that Amazon does not make an Amazon Gateway Decision on or before the due date with respect to such decision (the “Amazon Gateway Decision Deadline”) and Amazon has not delivered to Rivian a written notice that Amazon requires additional time make such decision (such notice, a “Gateway Decision Extension Notice”), Rivian will make the decision provided that there is (i) no change to the Specifications, (ii) [***], (iii) [***], (iv) no incremental obligations are imposed on Amazon arising out of such decisions with respect to third parties. If Rivian receives a Gateway Decision Extension Notice, all milestones and deadlines in the Project Plan and Schedule (including the Start of Production Date) will be delayed on a day-for-day basis in an amount of time equal to Amazon’s delay in making the decision after the Amazon Gateway Decision Deadline (“Amazon Gateway Decision Delay Period”). If Rivian does not receive a Gateway Decision Extension Notice by the Amazon Gateway Decision Deadline (and Rivian is unable to make a decision that does not implicate clauses (i) through (iv)), no decision is made and the status quo remains.

2.2 Specifications.

(A) The Specifications as of the WO Effective Date are attached as Schedule 1. Following the WO Effective Date, the Parties will meet as frequently as reasonably necessary to further develop and finalize the Specifications in accordance with the Project Plan and Schedule.

(B) If the Parties agree on updated or additional Specifications by written agreement of the Parties, such updated or additional Specifications will be deemed automatically incorporated by reference into the Agreement. Notwithstanding the foregoing, (i) Amazon will have final decision-making authority over any Top Hat Specifications that relate to the outward appearance of the Top Hat, branding, the functional design components of the Top Hat for its intended use as a last mile delivery vehicle (including cargo space and cab), and the integration of any Amazon LMT with the Delivery Vehicle; and (ii) Rivian will have final decision-making authority over any Skateboard Specifications and Top Hat Specifications that relate to compliance with Laws, safety, or the ability of Rivian to Manufacture the Skateboard and the Top Hat. In the event of a conflict between Section 2.2(B)(i) and Section 2.2(B)(ii), such Specifications will be as are approved by the Parties after consultation with the Steering Committee.

(C) Following completion of the development of all Specifications, the Steering Committee will meet to review the final Specifications in accordance with the Project Plan and Schedule. Upon the Parties’ approval of the Specifications after consultation with the Steering Committee as set forth in the preceding sentence, such Specifications will be deemed automatically incorporated by reference into Schedule 1 of this Work Order and approved by both Parties.

2.3 Timing; Schedule for Development. Without limiting, and in addition to, the Parties’ other obligations under the Agreement, Rivian agrees to complete the Development Services in accordance with the then-current Project Plan and Schedule, provided that in the event of an Amazon Covered Delay, changes in the Start of Production Date will be in accordance with Section 2.1(A). The Parties will engage in regular dialogue regarding progress towards and adherence to the timelines, milestones, and deadlines in the Project Plan and Schedule and otherwise in connection with the program described in this Work Order. Rivian will promptly inform Amazon in the event Rivian determines any of the deadlines set forth in Schedule 2 or as otherwise provided by Rivian for Amazon’s approval will not be met.

2.4 Development Deliverables.

(A) Scope. The Development Deliverables are set forth in Schedule 3 to this Work Order, as such Schedule may be amended by the Parties during the term of this Work Order. The Development Deliverables under this Work Order will incorporate all Technology required under the Development Services for that stage of Development and will include such items as are explicitly set forth on Schedule 3, which may (but are not required to) include, for purposes of example only and not in substitution, addition or limitation to such items as are specified on Schedule 3, (i) prototypes, engineering and manufacturing samples, and/or Reference Samples of Products, and/or (ii) Pre-Production Products and/or Pre-Production Delivery Vehicles.

(B) Delivery of Development Deliverables. Non-tangible Development Deliverables will be delivered electronically in a form and to the electronic location, repository or email address, in each case as reasonably requested by Amazon. Tangible Development Deliverables will be delivered to the address above Amazon’s signature line on the cover page to the Agreement.

(C) Pre-Production Delivery Vehicles. Rivian will Manufacture such number of units of Pre- Production Delivery Vehicles as set forth in Schedule 13 for testing, certification and other uses in furtherance of the Parties’ relationship as contemplated hereunder. The Parties will discuss in good faith and mutually agree upon an allocation of such Pre-Production Delivery Vehicles between the Parties to be used as test or other vehicles with respect to Amazon’s last mile delivery business in compliance with applicable Law (including regulatory prohibitions and limitations on the use of non-certified vehicles). Delivery of Pre-Production Vehicles are subject to the same terms applicable to delivery of Product units pursuant to Section 3.6 (Delivery of Product Units; Transportation), unless the Parties agree otherwise in writing.

2.5 Development Deliverable Inspection, Test, and Acceptance.

(A) Notice of Completion and Evaluation. At each milestone or gateway, as applicable, set forth on Schedule 2, Rivian will provide Amazon with a written notice of completion when Rivian reasonably believes it has completed the applicable Development Deliverables with respect to such milestone or gateway set forth in the Project Plan and Schedule. Rivian will, in accordance with the Project Plan and Schedule, submit to Amazon those Development Deliverables required to be submitted in accordance with the Project Plan and Schedule and any information reasonably requested by Amazon for

review and testing of the Development Deliverables. With respect to those Development Deliverables required to be provided in accordance with the Project Plan and Schedule, Amazon may conduct on its own, or with respect to Pre-Production Delivery Vehicles, in collaboration with Rivian as further set forth in Section 3.5 (Pre-Production Delivery Vehicles in the Development, Validation and Certification Plan) of the Framework Addendum, inspection and testing of each Development Deliverable following delivery to Amazon to confirm that it complies with the applicable Development Acceptance Criteria (as defined in Section 2.5(B) below) (which may include, as applicable, any quality and testing requirements as set forth in this Work Order or any other applicable Order relating to Rivian’s manufacturing process). Rivian will provide to Amazon access to the systems, hardware, Software, and information that are required for inspection and testing of the Development Deliverables and Amazon may use such materials provided by Rivian to evaluate, inspect, and test the Development Deliverables to verify compliance with the Development Acceptance Criteria (as defined below). Notwithstanding the foregoing, and in recognition that Development Deliverables (including any Pre-Production Delivery Vehicles) will be prototypes or in any event not final versions of the Products, all requirements, terms and conditions relating to Pre- Production Delivery Vehicles shall be as mutually agreed by the Parties and set forth in an addendum attached to this Work Order. Rivian will support joint in-field testing of “1.0 Validation Prototypes” and “Tooling Tryout Vehicles” (as such terms are used in Schedule 13) owned by Rivian, in Amazon operations over multiple weeks, with the support of Rivian engineers and other Personnel. The joint testing of the “1.0 Validation Prototypes” and “Tooling Tryout Vehicles” (as such terms are used in Schedule 13) contemplated in Schedule 2 is intended to (i) confirm the final Products will meet the Specifications and (ii) confirm the final Products will not trigger the Cancellation Conditions (as defined in Schedule 15), in each case, on and following the Start of Production Date.

(B) Acceptance. Unless expressly agreed by the Parties in writing otherwise, all Development Deliverables will be subject to Amazon’s acceptance in accordance with the applicable Development Acceptance Criteria. With respect to the submission and acceptance of the Development Deliverables, as applicable, the Parties agree to each act in good faith. Following Rivian’s delivery of a Development Deliverable in accordance with the Project Plan and Schedule, Amazon will have [***] (the “Development Inspection Period”) to either (i) notify Rivian in writing that it is rejecting the Development Deliverable for failing to comply with the mutually agreed upon objective acceptance criteria for such Development Deliverable set forth in Schedule 1 or Schedule 3, as applicable (the “Development Acceptance Criteria”) which writing will set forth the reasons the Development Deliverable does not comply with the foregoing acceptance criteria (a “Development Rejection Notice”) or (ii) notify Rivian in writing that Amazon requires additional time to inspect and test the Development Deliverable (a “Development Extension Notice” and together with the Development Rejection Notice, a “Development Issue Notice”). If Rivian does not receive a Development Issue Notice prior to the expiration of the Development Inspection Period, the Development Deliverable will be deemed accepted by Amazon.

(C) Acceptance Delays of Development Deliverables. If Rivian receives a Development Extension Notice prior to the expiration of the Development Inspection Period, then all timelines, milestones and deadlines set forth in the Project Plan and Schedule (including the Start of Production Date) will be extended on a day-for-day basis for the additional time set forth in the Development Extension Notice (and any additional time beyond such period as is required by Amazon to complete its inspection and acceptance process) (“Amazon Development Delay Period”).

(D) Rejection of Development Deliverables. If Rivian receives a Development Rejection Notice before the expiration of the Development Inspection Period, Amazon will place the Development Deliverable that failed the Development Acceptance Criteria (the “Failed Development Deliverable”) in a secure location within its premises. Thereafter, [***] will have the obligation [***] to correct or repair the Failed Development Deliverable so that it meets the Development Acceptance Criteria in accordance with the process outlined in this Section 2.5 for a period commencing on the date Rivian receives a Development Rejection Notice and ending on a date that is [***] after the date Rivian receives such Development Rejection Notice (collectively, the “Development Cure Period”).

(E) Failure to Cure Failed Development Deliverable. If Rivian does not cure a Failed Development Deliverable prior to the expiration of the Development Cure Period, such occurrence will be deemed a Cancellation Condition following written notice by Amazon in accordance with Section 8.3 (Suspension, Cancellation, and Termination – Cancellation Conditions).

(F) Resolving Disputes. In the event that Rivian does not agree with a determination by Amazon that a Development Deliverable does not meet the applicable Development Acceptance Criteria, the Parties after consultation with the Steering Committee will make a determination as to whether such Development Deliverable meets the applicable Development Acceptance Criteria. As set forth in Schedule 8, in the event of a failure of the Parties to agree upon such determination, the Parties will resolve such dispute in accordance with the provisions of Section 16.8 (Dispute Resolution) of the Framework Addendum. In the event that a determination is made by the Parties or pursuant to such dispute resolution procedures, as applicable, in favor of a Development Deliverable meeting the applicable Development Acceptance Criteria, (i) the number of days constituting an Amazon Development Delay for purposes of Section 2.1(B)(ii) will be such equitable number of days as is mutually agreed by the Parties and (ii) the Amazon Delay Costs with respect to such Amazon Development Delay shall be as mutually agreed by the Parties based upon such agreed number of days in such delay. For the avoidance of doubt, acceptance of a Development Deliverable does not limit any rights or remedies of Amazon, or any obligations of Rivian, under the Agreement, including on account of a later detected failure with respect to any related Products subsequently purchased by Amazon.

2.6 Key Personnel. The following is a list of Key Personnel under this Work Order:


NAME		JOB DESCRIPTION
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

The following is a list of Amazon Steering Committee members under this Work Order:


NAME		JOB DESCRIPTION
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

3. SUPPLY SERVICES.

3.1 Supply Services.

(A) Election to Manufacture Products. In connection with its obligations to perform the Supply Services, and without limiting its other obligations under the Agreement, at Amazon’s option and election, Rivian will Manufacture and make available for purchase by Amazon, as applicable, (i) Delivery Vehicles at the Price calculated in accordance with Schedule 4, (ii) the Skateboard alone at the Price calculated in accordance with Schedule 4, and/or (iii) certain Component Parts of the Skateboard (but not the full Skateboard) at Prices agreed in writing from time to time. Notwithstanding anything herein to the contrary, (x) Amazon will be deemed to have elected that Rivian Manufacture and make available for purchase the full Delivery Vehicle as of the Start of Production Date and (y) Amazon may elect to manufacture or have manufactured top hats in parallel with Rivian’s Manufacture of full Delivery Vehicles pursuant to this Work Order (“Parallel Top Hat Manufacturing”) on not less than six (6) months’ prior written notice to Rivian. In the event that Amazon changes its election from the Manufacturing of full Delivery Vehicles to Skateboards or Component Parts of Skateboards, or vice versa, Amazon will pay all costs and expenses reasonably incurred by Rivian arising from such change in election.

(B) Top Hat Wind-Down. Notwithstanding anything to the contrary contained in the Agreement (including any Purchase Order), Amazon may suspend, cancel or terminate all Top Hat Production by Rivian for Amazon after the Start of Production Date under this Work Order (“Top Hat Wind-Down”) for convenience by providing Rivian with at least [***] prior written notice(“Top Hat Wind-Down Notice”). For clarity, Top Hat Wind-Down does not include Parallel Top Hat Manufacturing. After Rivian receives the Top Hat Wind-Down Notice, the Parties will negotiate in good faith a Top Hat Wind-Down plan. Rivian will use commercially reasonable efforts to minimize costs associated with the Top Hat Wind-Down. [***].

3.2 Suppliers and Subcontractors.

(A) Notwithstanding anything in the Agreement to the contrary, Amazon will have no rights to approve any of Rivian’s Suppliers or Subcontractors other than as set forth in this Section 3.2 and Section 7 (Subcontractors) below. In the event that Rivian intends to change Skateboard battery cell Suppliers, (a) Rivian may engage and purchase Skateboard battery cells from any of the approved Suppliers set forth in Schedule 7 (or any Affiliate thereof) without Amazon’s prior consent, but (b) Rivian will not engage or purchase Skateboard battery cells from any new Skateboard battery cell Supplier that is not an approved Supplier set forth in Schedule 7 (or an Affiliate thereof) without Amazon’s prior consent

(not to be unreasonably withheld, conditioned or delayed). With respect to the Component Parts listed on Schedule 7 for autonomous driving technology Level 1 through 3 autonomy, Rivian will provide Amazon with prior written notice of selection of or change to any Supplier and consider Amazon’s feedback in good faith.

(B) Rivian will not enter into any agreement with a Supplier that explicitly prohibits Amazon from entering into an agreement with such Supplier for the supply of Component Parts for the Top Hat or Custom Spare Parts or explicitly requires such Supplier to limit its sale of Component Parts for the Top Hat or Custom Spare Parts to Amazon.

(C) Rivian will not enable integration with any vendor for autonomous driving technology Level 4 or Level 5 autonomy with respect to Skateboards or Delivery Vehicles without Amazon’s prior written consent.

(D) For those Component Parts of the Skateboard identified in Section 2 of Schedule 17, Amazon will have the option, with [***] advance notice to Rivian, to purchase Skateboards without such Component Parts and source such Components Parts directly or direct Rivian to source such Component Parts.

3.3 Minimum Annual Capacity Requirements. Unless otherwise agreed by the Parties, and subject to the terms and conditions of the Agreement (including a Force Majeure), (a) if Amazon elects to have Rivian Manufacture the Delivery Vehicles, Rivian will ensure it has sufficient capacity at the Rivian Manufacturing Facility to produce at least [***] Delivery Vehicles per year following the date of the start of Production of Delivery Vehicles and (b) if Amazon elects to have Rivian Manufacture the Skateboards alone, Rivian will ensure it has sufficient capacity at the Rivian Manufacturing Facility to produce at least [***] Skateboards per year following the date of the start of Production of Skateboards alone.

3.4 Timing; Production Schedule for Supply. Without limiting, and in addition to, the Parties’ other obligations under the Agreement, Rivian agrees to perform the Supply Services in accordance with the timelines, milestones, deadlines, and Production schedule as set forth in Schedule 12 to this Work Order. Rivian will promptly inform Amazon in the event Rivian believes or determines any of the timelines, milestones or deadlines set forth in the Project Plan and Schedule will not be met.

3.5 Forecasts, Lead Time and Projections.

(A) Forecasts. Schedule 5 to this Work Order sets forth a non-binding order plan for the [***] immediately following the Start of Production Date of the Products (“Initial Order Plan”). Schedule 5 to this Work Order sets forth a non-binding forecast of Delivery Vehicle and Skateboard units by Authorized Territory for the [***] period following the start of Production. The initial forecast attached hereto as Schedule 5, together with such updated forecasts, are referred to in this Work Order as “Forecasts.” Subject to Section 3.5(B) below and the Parties’ agreement on the Price(s) for the applicable Product(s), during the period covered by the Initial Order Plan, Rivian will accept Purchase Orders delivered by Amazon for the number of Product units specified in the Initial Order Plan; Rivian may, but is not obligated to, accept Purchase Orders for a number of Product units greater than the number of Product units specified in the Initial Order Plan. After the period covered by the Initial Order Plan, with respect to each of the [***] covered by the then-current Forecast, Rivian will accept a Purchase Order for up to the number of Product units specified in the most recent Forecast for that calendar month (to the extent Amazon submits any Purchase Order for such calendar month in accordance with the WO Lead Time (as defined below)) and may, but is not obligated to, accept

a Purchase Order for a greater number of Product units with respect to such calendar month. Each updated Forecast is subject to Rivian’s review and approval, not to be unreasonably withheld, conditioned, or delayed. If Rivian does not for any reason approve an updated Forecast proposed by Amazon, the Forecast last approved by Rivian will remain in effect for purposes of this Section 3.5(A) unless and until Rivian approves an updated Forecast proposed by Amazon. Notwithstanding anything in the foregoing to the contrary, unless otherwise agreed by the Parties, no Forecast shall set forth a monthly aggregate volume of Delivery Vehicles and Skateboards greater than [***] units. With respect to each [***] period covered by a Forecast (the “Projection Period”), Amazon will, no less than [***] prior to the Projection Period, update such Forecast for the Projection Period to include a projection of requested Delivery Vehicle and Skateboard volume, Production volume (categorized by Product Mix (as defined below)) by month for the Projection Period (the “Amazon Projection”). Rivian will provide Amazon with a Price quote for the Products for the Amazon Projection (the “Price Quote”) based on the most recent Forecast and information available to Rivian, including expected bill of materials costs, expected labor costs, expected allocation of overhead costs, expected allocation of bulk item costs, and other expected assembly costs, but excluding final delivery cost; provided, however, if a Purchase Order submitted by Amazon is different than the Amazon Projection (or a Purchase Order previously submitted is modified), Rivian may factor such differences in the Price Quote. The Price Quote will be subject to [***]. For purposes of this Section 3.5 and each Purchase Order, “Product Mix” means each of the following with respect to a Delivery Vehicle or Skateboard: (i) the vehicle variant (e.g., 500, 700, and 900); (ii) left hand drive or right hand drive; and (iii) any other defining features relating to such Delivery Vehicle or Skateboard (such as optional features).

(B) Lead Time. Unless otherwise agreed by the Parties, Amazon will submit to Rivian Purchase Orders substantially in the form of Schedule 9 for Product units, specifying volume and Product Mix (unless otherwise agreed by Rivian in writing) no less than [***] prior to the scheduled Production date of the Product units set forth therein (“WO Lead Time”). The Purchase Orders will specify the delivery destination for Authorized Territories outside the United States. The Purchase Orders will not be required to specify the delivery destination for specific states and territories of the United States, and with respect to deliveries to states and territories of the United States, Amazon will notify Rivian in writing at least [***] prior to the scheduled Production date of the Products, the final delivery location for the Products. Upon acceptance of a Purchase Order for Delivery Vehicles from Amazon that identifies the Authorized Territory for such Delivery Vehicles, Rivian is agreeing that the Delivery Vehicles will be Eligible for Sale, Service, and Operation in such Authorized Territories on the date the Delivery Vehicles are delivered. The Parties acknowledge and agree that, notwithstanding anything in the Agreement to the contrary, Manufacturing capacity at the Rivian Manufacturing Facility will be subject to a ramp-up plan as described in the Production schedule set forth in Schedule 12 to this Work Order (the “Ramp-Up Plan”). During the period of time set forth in Schedule 12 corresponding to the Ramp-Up Plan, Rivian will have no obligation to Manufacture any amount of Product units greater than the applicable volume set forth in the Ramp-Up Plan, and no Cancellation Condition, breach or other penalty, Amazon cause of action, or otherwise will apply due to this limitation of capacity. For clarity, the Ramp-Up Plan does not obligate Amazon to purchase Products or Services from Rivian until Amazon has issued a Purchase Order.

(i) Except (a) as set forth in Schedule 15, or (b) if Rivian does not, or communicates to Amazon it is unable or unwilling to, Manufacture at least [***] Delivery Vehicles and Skateboards in the aggregate as specified in the applicable Purchase Order, then: if a Purchase Order sets forth a requested volume of less than [***] Delivery Vehicles and Skateboards in the aggregate in a given calendar month, [***]. In the event of Parallel Top Hat Manufacturing, if Amazon purchases at least [***] Delivery Vehicles and Skateboards in the aggregate in any one (1) calendar month but does not purchase at least [***] Delivery Vehicles in such calendar month, the applicable price caps (as set forth in Schedule 4) shall not apply with respect to Top Hat BOM and Top Hat Assembly (as such terms are defined in Schedule 4) with respect to all such Delivery Vehicles purchased in such calendar month.

(ii) If a Purchase Order sets forth a requested volume of more than [***] Delivery Vehicle and Skateboard units in the aggregate to be delivered in a given calendar month, Rivian may reject the Purchase Order without liability and notify Amazon if and when Rivian will be able to deliver Delivery Vehicle or Skateboard units in excess of [***] Delivery Vehicle and Skateboard units in the aggregate. Amazon may in its discretion elect whether to modify the Purchase Order to adjust delivery dates or the requested volume. Rivian will not be in breach of the Agreement for not being able or willing to deliver the units in excess of [***] Delivery Vehicle and Skateboard units in the aggregate in a calendar month.

(D) Core-Based Statistical Areas. No later than [***] prior to the first Deployment of Delivery Vehicles in a core-based statistical area as defined by the United States Office of Management and Budget (“CBSA”) within an Authorized Territory in the United States, Amazon shall deliver notice to Rivian that it intends to Deploy Delivery Vehicles in such CBSA (“Intent to Deploy Notice”). No later than [***] prior to the delivery of the first Delivery Vehicle by Rivian intended to be Deployed in such CBSA, Rivian shall deliver confirmation to Amazon that Rivian is able to provide such service (by itself or through a third party) to Delivery Vehicles in such CBSA as required pursuant to this Agreement or other service agreement entered into by the Parties as contemplated herein (“Rivian Confirmation Notice”). No later than [***] after delivery of the Rivian Confirmation Notice, Amazon will provide notice if it no longer intends to Deploy Delivery Vehicles in such CBSA (“No Intent to Deploy Notice”). If (i) Amazon fails to provide the No Intent to Deploy Notice in accordance with the preceding sentence, and (ii) Amazon does not Deploy in a CBSA within [***] following Amazon’s delivery of the Intent to Deploy Notice, Amazon will [***].

3.6 Delivery of Product Units; Transportation.

(A) Delivery.

(i) With respect to Product units sold in (and designated for use in) the United States, unless otherwise agreed by the Parties, Rivian will arrange for Product units to be delivered to the US Inspection Location (as defined below in Section 3.7(A)(i)). In the event that, with respect to any Purchase Order or other subset of Product units, the Parties agree that [***] will be responsible for shipment of the applicable number of Product units from the Rivian Manufacturing Facility to a location designated by Amazon, [***] will be responsible for [***].

(ii) With respect to Product units sold outside (and designated for use outside) the United States, Rivian will arrange for Product units to be delivered at the Non-US Inspection Location (as defined below in Section 3.7(A)(ii)). In the event that, with respect to any Purchase Order or other subset of Product units, the Parties agree that Rivian will be responsible for shipment of the applicable number of Product units from the Rivian Manufacturing Facility to a location outside the United States designated by Amazon, [***] will be responsible for [***].

(iii) For Rivian to satisfy its obligations to deliver Product units by the applicable delivery date, such Product units must Conform when delivered by such date provided that a Non- Conformity identified after acceptance will not affect the treatment of the Product unit as delivered on the delivery date.

(iv) Title and risk of loss will pass to Amazon upon delivery at the Inspection Location (as defined in Section 3.7(A)(ii)).

(B) Late Delivery. If delivery of all or any part of a shipment of Product units is or will be delayed by more than twenty-four (24) hours beyond the applicable delivery date (which date, unless otherwise mutually agreed by the Parties, will be the date on which the applicable Product unit is delivered at the US Inspection Location, Rivian will immediately notify Amazon and the Authorized Purchaser (if applicable), in writing and include all relevant information concerning the delay, including an explanation of the reason for the delay and a written corrective action plan to mitigate or prevent the delay and any future delays. If Amazon delays in its performance of an Amazon Gateway Decision that results in a delay in delivery, then the delivery date will be extended on a day-for-day basis unless otherwise agreed in writing by the Parties. If the delivery is delayed for a period of [***]. If the delivery is delayed by [***] beyond the applicable delivery date, at Amazon’s discretion, either (i) [***] or (ii) Amazon or the Authorized Purchaser as directed by Amazon, as applicable, may cancel all or any portion of the applicable Purchase Order for such delayed Product units that have not yet been delivered without liability.

(C) Transportation. If the Parties agree that Rivian will ship Product units to the final destination for the Products or, if different from the Rivian Manufacturing Facility, the US Inspection Location, Rivian will ship such Product units in accordance with the reasonable shipping, transportation and logistics instructions provided by Amazon and will properly package the Product units in a manner intended to protect against damage or deterioration during shipment and handling. [***]. In addition, and notwithstanding anything to the contrary contained in the Agreement (including Section 3.6(B) (Late Delivery) of this Work Order or Schedule 15), Rivian is not responsible and will not be liable for any delays caused by the applicable transportation provider. Amazon is responsible for risk of loss and

damage during transit if the shipping, transportation, and logistics method is selected by Amazon. Rivian is responsible for risk of loss and damage during transit if the shipping, transportation and logistics method is selected by Rivian; provided, however, (x) Rivian will obtain appropriate insurance coverage on the Product units, the cost of which will be passed through to Amazon, (y) Rivian’s liability for loss or damage during transit will not exceed the insurance recovery for such loss or damage, and (z) Rivian will pay over or credit any insurance recovery directly to Amazon once received. The method of shipment must be consistent with the nature of the shipment and hazards of transportation and in accordance with reasonable and customary industry practices for transporting the applicable Product units. Each shipment must be accompanied by a manifest identifying all items included with the shipment. For the avoidance of doubt, this Section 3.6(C) applies to all transportation of the Product units whether from the Rivian Manufacturing Facility to an Inspection Location, the Inspection Location to the final delivery location, or otherwise.

3.7 Post-Production Product Inspection and Acceptance; Rejection of Product Units.

(A) Inspection and Acceptance.

(i) Product Units Delivered in the United States. For Product units delivered by Rivian or a third party engaged by Rivian or Amazon in the United States, Amazon will have the right at the Rivian Manufacturing Facility (assuming final assembly occurs at the Rivian Manufacturing Facility) or an alternative site agreed by the Parties (the “US Inspection Location”) to conduct any nondestructive inspection or testing of each Product unit for a period of forty-eight (48) hours following the close of business of the date that the Product unit arrives at the US Inspection Location to determine whether the Product is Conforming (the “US Inspection Period”). Rivian may perform final assembly at locations other than the Rivian Manufacturing Facility with Amazon’s prior written consent, in which case the Parties agree to negotiate terms that apply to such assembly and inspection by Amazon. If Amazon fails to notify Rivian that Amazon rejects a Product unit for Non-Conformity prior to the expiration of the US Inspection Period, the Product unit will be deemed accepted by Amazon, and payment will be due for that Product unit. If Amazon rejects a Product unit for Non-Conformity prior to the expiration of the US Inspection Period, such rejection will be handled in accordance with Section 3.7(B) below. Amazon’s acceptance of a Product unit under a Purchase Order will not be deemed acceptance of any other Product unit under the same or different Purchase Order, and Amazon may provide separate acceptance of each Product unit under any Purchase Order. Amazon’s acceptance of Product units will not relieve Rivian of any of its obligations under the Agreement.

(ii) Product Units Delivered Outside of the United States. For Product units delivered by Rivian or a third party engaged by Rivian or Amazon outside of the United States, Amazon will have the right at the Rivian Manufacturing Facility or an alternative site agreed to by the Parties (the “Non-US Inspection Location” and together with the US Inspection Location, the “Inspection Location”) to conduct any nondestructive inspection or testing for a period of forty-eight (48) hours following the close of business of the date that the Product unit arrives at Non-US Inspection Location to determine whether the Product is Conforming (the “Non-US Inspection Period” and together with the US Inspection Period, the “Inspection Period”). Notwithstanding the foregoing, if the final assembly for a Product occurs at a location other than the Rivian Manufacturing Facility, the Parties will agree on an amendment to this Work Order to address terms that will apply to allow Amazon to perform inspections at the final assembly location. If Amazon fails to notify Rivian that Amazon rejects a Product unit for Non-Conformity prior to the expiration of the Non-US Inspection Period, the Product unit will be deemed accepted by Amazon, and payment will be due for that Product unit. If Amazon rejects a Product unit for Non-Conformity during

the Non-US Inspection Period, such rejection will be handled in accordance with Section 3.7(B). Amazon’s acceptance of a Product unit under a Purchase Order will not be deemed acceptance of any other Product unit under the same or different Purchase Order, and Amazon may provide separate acceptance of each Product unit under any Purchase Order. Amazon’s acceptance of Product units will not relieve Rivian of any of its obligations under the Agreement.

(iii) Periodic Testing of Product Units. Amazon has the right, at its discretion, to select one or more delivered Product units and test such Product units’ quality and Conformance (including with the applicable Requirements), at its sole cost and expense. Rivian has no obligation to offer new infrastructure for inspection and testing.

(B) Rejection. All Product units delivered will be subject to Amazon’s acceptance in accordance with Section 3.7(A). If Amazon rejects a Product unit prior to the expiration of the Inspection Period, Amazon will notify Rivian of Amazon’s rejection and include a detailed description of the reason for rejection (the “Rejection Notice”). Following Rivian’s receipt of a Rejection Notice, as soon as possible but in any event no longer than [***] after Rivian’s receipt of the Rejection Notice, Rivian will correct, repair or replace the Product unit so that it is ready for inspection and acceptance by Amazon in accordance with Section 3.7(A). Any Product unit that is corrected, repaired or replaced by Rivian will be subject to the acceptance and rejection in accordance with this Section 3.7. Rivian will be responsible for all costs related to correction, repair, replacement or other remedy implemented by Rivian until the Product unit is accepted by Amazon in accordance with Section 3.7(A). The Rivian Warranty will survive, in accordance with its terms, any delivery, inspection, acceptance, payment, or subsequent use or authorized repair. If Amazon prepays or otherwise makes a payment of invoices prior to the Product unit being accepted by Amazon in accordance with Section 3.7(A), payment of invoices will not be deemed acceptance of Product units delivered. For the avoidance of doubt, Amazon will not have the right to reject any Product unit delivered in accordance with a Purchase Order that is Conforming.

(C) Later Detected Failures. For the avoidance of doubt, acceptance of a Product unit does not limit any rights or remedies of Amazon, or any obligations of Rivian, under the Agreement, including on account of a later detected failure of such Product unit to Conform.

3.8 Storage; Additional Production Vehicles.

(A) Rivian will be responsible for storing up to an aggregate of [***] Delivery Vehicles at the Rivian Manufacturing Facility at any time during the term of this Work Order at no additional cost to Amazon. If the aggregate quantity of Delivery Vehicles stored exceeds [***] at any time during the term of this Work Order, and provided that Rivian has availability at the Rivian Manufacturing Facility, Amazon may rent additional spaces from Rivian subject to the Parties’ mutual agreement on the rental rate and other terms for such additional spaces. Rivian agrees to notify Amazon once more than [***] Delivery Vehicles are stored at the Rivian Manufacturing Facility. If Amazon is only purchasing Skateboards from Rivian, Rivian agrees to store such Skateboards subject to the Parties agreeing on the costs and expenses to be paid by Amazon to ensure the safe storage of such Skateboards. Rivian will grant Amazon reasonable access to the storage location at the Rivian Manufacturing Facility such that Amazon can inspect such location, locate Amazon Personnel and implement reasonable security measures that are selected by Amazon and subject to approval by Rivian, such approval not to be unreasonably withheld.

(B) Rivian will have the right (but not the obligation) to Manufacture, own and hold in its inventory Skateboards and Delivery Vehicles, at its sole cost and expense, for (i) internal research and development of Delivery Vehicles in connection with this Agreement, subject to the restrictions in the Agreement including without limitation Section 5 (Proprietary Rights and Intellectual Property) and (ii) use as loaner or replacement Product units in conjunction with its obligations under the Agreement (including as a full or partial cure of any breach or Cancellation Condition). Rivian will not use (or enable any third party to use) the Delivery Vehicles for any purpose other than as expressly permitted under the Agreement and will not use Amazon-branded versions of the Delivery Vehicles without prior consent from Amazon.

3.9 Dedicated Top Hat Tooling.

(A) Until Amazon has satisfied the [***] (the “Ownership Transfer Date”), (i) Rivian will have the sole and exclusive ownership of all right, title, and interest in and to the Dedicated Top Hat Tooling and Amazon will have no right or property interest therein except the right to use the Dedicated Top Hat Tooling in accordance with the Agreement, and (ii) any alterations, additions and improvements to the Dedicated Top Hat Tooling of any kind, whether made by Amazon or a third party, will immediately become the property of Rivian until the Ownership Transfer Date. Rivian shall not incur or allow any Lien on any Dedicated Top Hat Tooling or Shared Top Hat IP other than Permitted Liens. “Permitted Liens” means (a) Liens existing on the WO Effective Date and disclosed to Amazon or that are in favor of Amazon; (b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Rivian maintains adequate reserves on its books in accordance with Generally Accepted Accounting Principles; (c) statutory Liens securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other Persons imposed without action of such parties; (d) Liens arising from the filing of any financing statement on operating leases, to the extent such operating leases are permitted under the Agreement; (e) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting a material breach of the Agreement; and (f) licenses of Intellectual Property Rights permitted in the Agreement.

(B) In the event the Dedicated Top Hat Tooling is transferred to Amazon or a third party appointed by Amazon in accordance with Section 3.9(E) below (whether the Dedicated Top Hat Tooling is located at the Rivian Manufacturing Facility or at Rivian’s Suppliers) prior to the Ownership Transfer Date, the Parties agree as follows:

(i) Amazon’s or any third party’s possession of the Dedicated Top Hat Tooling will be on a bailment basis only as Rivian’s bailee;

(ii) Amazon shall notify Rivian in writing of the location of the Dedicated Top Hat Tooling at all times;

(iii) Amazon, at Amazon’s sole cost and expense, will maintain the Dedicated Top Hat Tooling in the same condition as it was received and perform all necessary repairs for the Dedicated Top Hat Tooling, in each case, normal wear and tear excepted;

(iv) Rivian may display notice of its ownership on the Dedicated Top Hat Tooling and neither Amazon nor any of its third parties will remove any such ownership tags, plates, or identification on the Dedicated Top Hat Tooling;

(v) Amazon will bear the risk of loss or damage to the Dedicated Top Hat Tooling and no such loss, theft, or damage to the Dedicated Top Hat Tooling will relieve Amazon of its obligations under this Work Order with respect to the [***];

(vi) If the bailment of the Dedicated Top Hat Tooling with Amazon or a third party is, contrary to the intent of the Parties, construed by a court of competent jurisdiction as an installment sale or consignment, Amazon hereby creates and grants to Rivian a purchase money security interest in the Dedicated Top Hat Tooling, together with all replacements thereof and all attachments and accessories now or hereafter installed therein or affixed thereto, in order to secure Amazon’s obligations to Rivian under this Work Order with respect to [***] and Amazon authorizes Rivian to file any UCC-1 financing statement to identify the Dedicated Top Hat Tooling as Rivian’s property and to perfect any security interest of Rivian in such rights; and

(vii) Rivian shall not be liable to Amazon or any third party for any loss or damage to Amazon or any of Amazon’s third parties caused directly or indirectly by any Dedicated Top Hat Tooling, by an inadequacy thereof, or defect therein; provided, however, Rivian will assign to Amazon any claims with respect thereto that Rivian would otherwise have against the manufacturer of such Dedicated Top Hat Tooling.

(C) Upon the Ownership Transfer Date, (i) ownership of any and all Dedicated Top Hat Tooling will automatically transfer to Amazon (and any liens that Rivian may have in the Dedicated Top Hat Tooling will be released) on the date the relevant event occurs, and (ii) unless otherwise agreed by Amazon and prior to termination of this Work Order, Rivian will be prohibited from using the Dedicated Skateboard Tooling for any purpose other than as contemplated by the Agreement in fulfillment of its obligations to Amazon hereunder. Without limiting the foregoing, Rivian agrees to include a provision in its Supplier agreements that ownership of the Dedicated Top Hat Tooling may be transferred to Amazon, including any Dedicated Top Hat Tooling with markings.

(D) Rivian will cooperate with Amazon and its designees, both during and after the term of the Work Order, to vest, perfect, preserve, and enforce (as applicable) Amazon’s rights and interest in and to any Dedicated Top Hat Tooling that is transferred to Amazon under this Work Order, including executing reasonably requested written instruments, labeling the Dedicated Top Hat Tooling to reflect Amazon’s ownership thereof, requiring any third party in physical possession of Dedicated Top Hat Tooling to segregate it from any other tooling or equipment that is not owned by Amazon when such Dedicated Top Hat Tooling is not in use, and performing such other reasonably requested acts , in each case, at no cost or expense to Rivian, as may be necessary or useful to vest, perfect, preserve, and enforce (as applicable) Amazon’s rights and interests in such Dedicated Top Hat Tooling. Prior to the Ownership Transfer Date: (1) Rivian shall notify Amazon in writing of the location of the Dedicated Top Hat Tooling at all times; (2) Rivian, at Rivian’s sole cost and expense, will maintain the Dedicated Top Hat Tooling and perform all necessary repairs for the Dedicated Top Hat Tooling, in each case, normal wear and tear excepted; (3) as between Amazon and Rivian, Rivian will bear the risk of loss or damage to the Dedicated Top Hat Tooling; and (4) Rivian will display notice of its ownership on the Dedicated Top Hat Tooling when in the possession of third parties and Rivian will use reasonable efforts to ensure that such ownership tags, plates, or identification on the Dedicated Top Hat Tooling are not removed. Rivian will not, and will cause its Affiliates not to, interfere with Amazon’s right to take ownership of the Dedicated Top Hat Tooling following the Ownership Transfer Date.

(E) If Dedicated Top Hat Tooling is on the premises of one of Rivian’s Suppliers of Component Parts, then Rivian will, at Amazon’s election, (i) in the event of either a Top Hat Wind-Down or Parallel Top Hat Manufacturing, provide the Supplier with written consent to allow Amazon to purchase the applicable

Component Parts from the Supplier using such Dedicated Top Hat Tooling or request that the Supplier supply Component Parts directly to Amazon under the terms of Rivian’s existing agreements with such Supplier and/or (ii) only in the event of a Top Hat Wind-Down, direct such Supplier to make such Dedicated Top Hat Tooling available to Amazon so that it may be accessed and/or retrieved by Amazon (and Amazon will be responsible for the costs of breaking down, transporting, and other costs related to removing such Dedicated Top Hat Tooling to the extent not paid by the Supplier). In the event of a Top Hat Wind Down and Rivian does not continue to supply Component Parts using the Dedicated Top Hat Tooling located at the Rivian Manufacturing Facility, Amazon agrees to remove all Dedicated Top Hat Tooling from the Rivian Manufacturing Facility no later than sixty (60) days following the Top Hat Wind Down Notice. If Amazon fails to remove the Dedicated Top Hat Tooling on or before such date, Amazon will be responsible for the costs and expenses for Rivian to remove and store such Dedicated Top Hat Tooling.

(F) During any Parallel Top Hat Manufacturing in which Amazon is purchasing parts that are Manufactured with the Dedicated Top Hat Tooling (which, for the avoidance of doubt, do not include full Delivery Vehicles from Rivian), the Parties agree (i) [***] based on the Parties’ respective use of the Dedicated Top Hat Tooling, and (ii) Rivian will not be in breach of the Agreement (including any Cancellation Condition), including obligations to supply Delivery Vehicles, to the extent caused by Rivian’s inability to Manufacture such Delivery Vehicles as a result of concurrent use by a Supplier of the same Dedicated Top Hat Tooling by or for Amazon.

(G) Non-Exclusivity at the Rivian Manufacturing Facility. Subject to the terms and conditions of this Work Order, Rivian is not permitted to use Dedicated Tooling in connection with any activities that Rivian performs for any Person other than Amazon. For the avoidance of doubt, the Rivian Manufacturing Facility will be used by Rivian for any other business activity of Rivian including, without limitation, to assemble vehicles for Rivian, other customers of Rivian, and to conduct other related activities.

4.	SUPPORT SERVICES.

4.1 Data.

(A) To the extent and as set forth in Schedule 10, as may be amended from time to time as set forth in this Work Order, the Delivery Vehicle and Skateboard units purchased from Rivian by Amazon will Process certain types of Vehicle Data or Geolocation Data, provided that in no event may the Delivery Vehicle or Skateboard units collect or otherwise Process any Personal Data except as otherwise expressly agreed by the Parties.

(B) Schedule 10 sets forth the Parties’ rights and restrictions with respect to Processing of data (including data ownership, access rights, permitted uses and restrictions), and the Parties will comply with such access rights, permitted uses and restrictions. For the purposes of Schedule 10:

(i) Any rights of Rivian in Schedule 10 to use data for autonomous functionality are limited to [***]. In the event Rivian desires to use data for [***], Rivian will obtain Amazon’s prior written consent;

(ii) “Data contained within embedded source code” (as such term is used in Schedule 10) will be deemed to be excluded from Amazon Information (as defined in the InfoSec Policy). With respect to Raw Data (as defined below) and Processed Data (as defined below) but excluding Amazon LMT Data (as defined in Schedule 10), the “Permitted Purpose” limitation set forth in the InfoSec Policy is hereby deleted and replaced with the “Permitted Use” set forth in Schedule 10. Rivian shall have no right to Process Amazon LMT Data except to the extent expressly authorized in writing by Amazon on a case- by-case basis and only in accordance with the InfoSec Policy;

(iii) Schedule 10 does not address the Parties’ rights and restrictions with respect to data generated by or from aftermarket hardware (e.g., sensors, cameras) installed in the Delivery Vehicles or delivery or logistics vehicles;

(iv) “Processed Data” shall have the meaning set forth in Schedule 10. “Raw Data” shall have the meaning set forth in Schedule 10;

(v) In this Section 4.1(B)(v), all terms are used as described in Schedule 10. For purposes of this Section 4.1(B) and Schedule 10, “Camera data,” “Skateboard data” and “Top Hat data,” whether “data contained within embedded source code” or Raw Data, will be deemed not to include Amazon LMT Data.

(C) Rivian will ensure that the agreements that it enters into with Rivian’s Suppliers and Subcontractors that have rights to any of the Processed Data or Raw Data will enable Rivian to transfer ownership of the applicable rights with respect to data in accordance with Schedule 10.

(D) Rivian hereby irrevocably assigns and agrees to assign to Amazon all of its right, title and interest in and to (i) the Processed Data that Schedule 10 states Amazon is to own, and (ii) the Amazon LMT Data. Rivian will take all steps necessary (including execution of documents) to convey to Amazon the foregoing assignments and rights and, at Amazon’s sole cost and expense, to establish, evidence, maintain, and defend such rights.

(E) Rivian or its approved designees will have the right to Process Personal Data collected by the Delivery Vehicles solely to the extent necessary (i) to enable Rivian to comply with Laws, and (ii) in connection with Governmental Investigations as required by Laws and for no other purposes. If the Parties intend that Rivian will Process Personal Data collected by the Delivery Vehicles or delivery or logistics vehicles in connection with this Agreement beyond these limited circumstances, the Parties will enter into an agreement setting forth Rivian’s Processing rights.

4.2 Technical Support and Maintenance Program.

(A) Rivian will provide access to a web-based portal containing all reasonably necessary technical publications for the Delivery Vehicles, including operator and service manuals and illustrated parts catalogs (including the original manufacturing part number, recommended Spare Parts list, and/or a minimum stock parts list, if applicable). Rivian will use reasonable efforts to keep the web-based portal and all content therein up-to-date at all times. Rivian shall provide Amazon the digital Services set out in Section 1 of Schedule 14 free of charge. Any Software Update pertaining to custom Software that Rivian has created specifically for Amazon will be set out in a Work Order.

(B) Rivian will establish a comprehensive maintenance network for maintenance and repairs covered by the Rivian Warranty with territory-wide coverage in the Authorized Territories where the Delivery Vehicles will be Deployed, and such maintenance program will include, at a minimum: (i) maintenance and repairs covered by the Rivian Warranty; (ii) a list of all necessary components, availability of Spare Parts and other components covered by the Rivian Warranty, and associated costs with respect to the Rivian Warranty; and (iii) the forward deployment of Spare Parts and other

replacement parts covered by the Rivian Warranty at locations near where any Delivery Vehicles or Skateboards will be serviced under the Rivian Warranty. In addition, if requested by Amazon, Rivian will cooperate and provide reasonable support for the establishment of a comprehensive maintenance program for the Delivery Vehicles and Skateboards with territory-wide coverage in the Authorized Territories where the Delivery Vehicles and Skateboards will be Deployed, which will include (subject to the Parties’ mutual agreement and execution of separate services agreement with respect thereto, specifying the terms and conditions of the Maintenance Program (as defined below) and including any related service level agreements) the following: (x) all scheduled, preventative, and ad hoc maintenance and repair (including maintenance and repairs covered by the Rivian Warranty); (y) a list of all necessary Spare Parts and other components, availability of Spare Parts and other components, and associated costs; and (z) the forward deployment of Spare Parts and other replacement parts at locations near where any Delivery Vehicles or Skateboards will be serviced (the “Maintenance Program”). The Parties may also discuss the possibility of using facilities leased or owned by Amazon for the storage of Spare Parts and other replacement parts and/or deployment of service infrastructure.

(C) As long as the Tooling required to supply the foregoing Custom Spare Parts have not been transferred to Amazon or to third parties at Amazon’s direction, Rivian will ensure that Custom Spare Parts for Component Parts supplied by Rivian are available for purchase for at least [***] following the model year of such Delivery Vehicle or Skateboard that constituted or utilized the Spare Part (the “Spare Parts Period”). If Rivian (or any of its Suppliers) intend to discontinue the Manufacture of any Custom Spare Parts during such [***] period, Rivian will (i) notify Amazon in writing (a) with respect to Rivian’s discontinuation of a Custom Spare Part, at least [***] prior to the intended discontinuation date and (b) with respect to a Supplier’s discontinuation of a Custom Spare Parts, as soon as Rivian’s receives notice from the Supplier of the intended discontinuation date, (ii) negotiate in good faith regarding Amazon’s anticipated purchase of Custom Spare Parts including Rivian’s agreement to accept Purchase Orders for an inventory bank of Custom Spare Parts required to meet reasonably anticipated needs for Custom Spare Parts that can be ordered prior to the discontinuation date, and (iii) use all reasonable efforts to meet any last-buy requirements of Amazon that can be ordered from a Supplier prior to the discontinuation date. The terms and conditions of this Work Order will continue to apply to all purchases of (and references to Products will include) Custom Spare Parts. Amazon will purchase all Custom Spare Parts directly from Rivian, and shall not directly or indirectly source or otherwise purchase Custom Spare Parts from any other Person; provided, that in the event that Rivian is unable or unwilling to, or otherwise does not, supply Custom Spare Parts to Amazon, Amazon shall have the right to source or otherwise purchase Custom Spare Parts from any other Person. This Section 4.2(C) shall survive expiration or termination of this Work Order.

4.3 Training Program. Rivian will provide the training and technical assistance to Amazon set forth on Schedule 11 (the “Training Program”), which training and technical support will be of a scope, format and cost structure that is mutually agreed by the Parties. Rivian will designate certain of Rivian’s employees, or employees of a Subcontractor, to answer questions that arise during the operation of the Delivery Vehicles and Skateboards. Amazon may choose to utilize Rivian or a Subcontractor for additional in-person or remote training at rates to be mutually agreed upon by the Parties. Within thirty (30) days of termination of this Work Order for any reason, at Amazon’s request, Rivian will make the then-current training materials described in Schedule 11 available to Amazon for use by Amazon and its Affiliates following such termination.

4.4 Battery Replacement. If Amazon requests a replacement of any Battery for any reason(s) other than those covered by the Rivian Warranty, Rivian will sell to Amazon such replacement Battery. The price of such replacement Batteries, which will be computed on an open-book, cost-plus margin basis, will be agreed between the Parties, and set out in applicable Orders for such replacement Batteries.

4.5 Charging Infrastructure. If Rivian (a) installs any network of charging infrastructure or (b) participates in any third-party network of charging infrastructure (each, a “Charging Infrastructure Network”), Rivian will provide Amazon and any authorized users of Delivery Vehicles or vehicles that incorporate a Skateboard supplied by Rivian the option to participate in all applicable Charging Infrastructure Networks that can be used for the Delivery Vehicles and any other such vehicles. The costs associated with such Charging Infrastructure Network(s), which will be computed on an open-book, cost- plus margin basis, will be agreed between the Parties and set out in applicable Orders for such access to Charging Infrastructure Networks.

4.6 Active Vehicle Management Platform.

(A) Rivian will develop a technology platform that includes related Software and over-the-air Software Update functionality for active vehicle management of Delivery Vehicles and Skateboards (“Active Vehicle Management Platform”). The Active Vehicle Management Platform will be segregated from Rivian’s other technology systems and Software so it may be operated by Amazon in accordance with this Section 4.6 without Amazon needing access to Rivian’s other technology systems and Software. The Active Vehicle Management Platform will be capable of managing the following functions and features with respect to the Delivery Vehicles and Skateboards:


[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

(B) Subject to Section 4.6(C) below, Rivian hereby grants and agrees to grant to Amazon a worldwide, irrevocable, perpetual, fully paid up, royalty-free, sublicensable (through multiple tiers) right and license to access and utilize the Active Vehicle Management Platform solely for Amazon’s management of the Delivery Vehicles and Skateboards supplied by Rivian under the Agreement, including this Work Order, for the operation of its delivery and logistics business (the “Active Vehicle Management Platform License”). For the avoidance of doubt, the Active Vehicle Management Platform License does not include any rights (express or implied) to Source Code.

(C) The Parties agree that Rivian will operate the Rivian Responsibility Features on the Active Vehicle Management Platform on Amazon’s behalf and at Amazon’s request with respect to Delivery Vehicles and Skateboards supplied by Rivian under the Agreement, including this Work Order, for so long as such Delivery Vehicles or Skateboards are in operation; provided, that Rivian shall have the right to reject any request in its discretion in the event that Rivian determines that the implementation of such request will adversely impact one or more Cancellation Conditions. With respect to number one of the table in Section 4.6(A) above, Rivian may make changes to the specified configuration/parameter without Amazon’s prior written consent. With respect to numbers two through seven of the table in Section 4.6(A) above, Rivian will not make any changes to the specified configuration/parameter without Amazon’s prior written consent. Either Amazon or Rivian (on Amazon’s behalf and at Amazon’s request) may operate the Rivian or Amazon Features on the Active Vehicle Management Platform with respect to Delivery Vehicles and Skateboards supplied by Rivian under the Agreement, including this Work Order, for so long as such Delivery Vehicles or Skateboards are in operation. For so long as Rivian operates the Rivian Responsibility Features on the Active Vehicle Management Platform on Amazon’s behalf and at Amazon’s request (subject to the proviso above), in the absence of an Active Vehicle Management Termination Event (as defined below), Amazon agrees that it will not exercise its rights under the Active Vehicle Management Platform License with respect to the Rivian Responsibility Features on the Active Vehicle Management Platform. If an Active Vehicle Management Termination Event occurs, Amazon may exercise its rights under the Active Vehicle Management Platform License with respect to the Rivian Responsibility Features on the Active Vehicle Management Platform. In connection with the foregoing, Rivian will make the Active Vehicle Management Platform available to Amazon through a mutually agreed upon means prior to the date that is [***] prior to the Start of Production Date and provide Software Updates pertaining to the Active Vehicle Management Platform to Amazon as soon as they become available after the Start of Production Date through the term of the Agreement. The Parties acknowledge and agree that the Active Vehicle Management Platform is a material part of the Services under this Agreement.

(D) For purposes of this Section 4.6, the term “Active Vehicle Management Termination Event” means a termination of the Work Order as the result of the existence of a Rivian Solvency Event.

4.7 Volta Digital Services; Hardware Improvement Services. On or before September 30, 2020, the Parties may agree to enter into one or more separate services agreements that incorporate the terms and conditions substantially consistent with those outlined on Sections 2 and 3 of Schedule 13 for the digital and hardware improvement Services to be provided for the Delivery Vehicles.

5.	PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY.

5.1 Shared Top Hat IP.

(A) Rivian and Amazon will jointly own, in equal, undivided shares (and each Party hereby assigns and agrees to assign to the other Party an equal, undivided interest in), all right, title and interest in all Foreground IP incorporated in or necessary for the Top Hat (“Shared Top Hat IP”), and title to all

patents, copyrights, mask work rights and other applicable statutory Intellectual Property Rights in Shared Top Hat IP will be jointly owned by the Parties. Subject to Section 8.7(B)(ii)(a)(ii), Amazon will have the unrestricted right to practice the Shared Top Hat IP and to license any third party to Exploit the Shared Top Hat IP without the consent of Rivian, and subject to the provisions of this Section 5, without any duty to account to or to share proceeds with Rivian on account of such practice or licensing of the Shared Top Hat IP; provided, however, that any Licensed Subject Matter incorporated into the Shared Top Hat IP may only be Exploited by either Amazon or such third parties pursuant to the terms of the Limited Licensed Subject Matter License (as defined in Section 5.2 below). Except as expressly set forth in Section 3.8(B) and Section 8.7(B)(ii), Rivian will not (and will not authorize others to) Exploit Shared Top Hat IP for any purpose other than performing the Services as set forth in this Work Order and designing, Developing, Manufacturing, and otherwise producing the Products and Development Deliverables as set forth in this Work Order.

5.2 License to Licensed Subject Matter.

(A) License Grant. Amazon may at its option and election, Develop and Manufacture or have a third party Develop and Manufacture (at any location Amazon chooses) all or any portion of the Products, excluding the Skateboard purchased by Amazon from Rivian. Subject to the limitation set forth in the remainder of this Section 5.2(A), Rivian hereby grants and agrees to grant to Amazon a worldwide, irrevocable (except as expressly provided in Section 5.2(D) below), perpetual, royalty-free (except as expressly set forth in Section 5.2(C)), sublicensable (through multiple tiers) right and license to Exploit the Licensed Subject Matter (as defined below) solely for the purposes of (i) developing, manufacturing, assembling, using and servicing delivery or logistics vehicles (and making those vehicles available to Authorized Purchasers and other third parties) for Amazon’s or its Affiliates’ delivery or logistics business, and (ii) developing, manufacturing, assembling, using and servicing a top hat and Integrating a top hat with the Skateboard purchased by Amazon from Rivian and/or other skateboards (including Third Party Skateboards (as defined in Section 3.9(A)(vi)) or components of the delivery or logistics vehicle for Amazon’s or its Affiliates’ delivery or logistics business (“Limited Licensed Subject Matter License”). The term “top hat” means everything on the delivery or logistics vehicle that is not encompassed within (and does not form a part of) the Skateboard. Until and unless any of the following events occur (and in the event more than one event occurs, as of the date such earliest event occurs), (x) [***], (y) [***] or (z) Amazon terminating this Work Order as a result of the existence of a Rivian Solvency Event, the scope of the Limited Licensed Subject Matter License shall be limited to delivery or logistics vehicles for Amazon’s or its Affiliates’ delivery or logistics business that incorporate the Skateboard purchased by Amazon from Rivian. If any of the following events occur (and in the event more than one event occurs, as of the date such earliest event occurs), (x) [***], (y) [***] or (z) Amazon terminating this Work Order as a result of the existence of a Rivian Solvency Event, the scope of the Limited Licensed Subject Matter License shall be extended to all delivery or logistics vehicles for Amazon’s or its Affiliates’ delivery or logistics business, whether or not the delivery or logistics vehicles incorporate the Skateboard purchased by Amazon from Rivian.

(B) Licensed Subject Matter. For purposes of the Limited Licensed Subject Matter License, “Licensed Subject Matter” means Rivian’s Background IP that is: (i) incorporated into the Top Hat (exclusive of the Skateboard), or (ii) practiced by Rivian, Amazon or the applicable third party integrator, in each case, to integrate a top hat into the Skateboard purchased by Amazon from Rivian as of the last date on which such integration occurred.

(i) Subject to the provisions of Section 5.2(C)(iv), to the extent Amazon has a Fee- Bearing Auto OEM Manufacture the Top Hat or manufacture another top hat that incorporates the Licensed Subject Matter or Manufactures a Delivery Vehicle with a top hat using the Skateboard purchased from Rivian, Amazon will pay Rivian a fee equal to $[***] per Skateboard sold by Rivian (the “Per Unit Vehicle Fee”); provided, however, for each Fee-Bearing Auto OEM that Manufactures such Top Hat (or manufactures another top hat), Amazon will pay to Rivian a minimum of $[***] as set forth in this Section 5.2(C) (the “Minimum Per Unit Vehicle Payment”). With respect to each such Fee-Bearing Auto OEM, on or before the date that is [***] following Rivian’s first delivery of a Skateboard that will be used for a Top Hat Manufactured (or another top hat manufactured) by such Fee- Bearing Auto OEM (the “Minimum Fee-Bearing Payment Date”), Amazon will pay to Rivian amount equal to the difference of [***]. Notwithstanding the foregoing, the Parties agree that the aggregate amount of all Per Unit Vehicle Fees payable by Amazon with respect to each Fee-Bearing Auto OEM that Manufactures such Top Hat (or manufactures another top hat) will not exceed $[***].

(ii) In furtherance of Section 5.2(C)(i), Amazon agrees to (a) notify Rivian in writing of the identity of any party who Manufactures the Top Hat (or manufactures another top hat) or otherwise Manufacture the Delivery Vehicle who is not Amazon or Rivian; (b) provide Rivian all reasonably requested information solely to confirm the identity of the party who Manufactured the Top Hat (or manufactured another top hat) or Delivery Vehicle; and (iii) provide Rivian all information and records necessary to calculate the fee pursuant to Section 5.2(C)(i).

(iii) Notwithstanding anything to the contrary in the Agreement (including a termination and Amazon’s rights under the termination and Cancellation Conditions provisions of this Agreement), the fees described in Section 5.2(C)(i) will continue to be payable so long as Amazon has not satisfied the [***] and, except as set forth in Section 5.2(C)(iv) below, will continue to be payable after Amazon has satisfied the [***].

(iv) Rivian will not be entitled to the fee in Section 5.2(C)(i), Amazon will have no duty to account, and Amazon’s rights to Exploit the Licensed Subject Matter will be fully paid-up in the event that, after the [***] has been met, Amazon has provided Rivian written notice of a Cancellation Condition, all applicable cure periods for such Cancellation Condition have expired, and such Cancellation Condition still exists (i.e. has not been cured by Rivian) as of the date Amazon notifies Rivian in writing that Amazon has elected to manufacture (or have manufactured) a top hat and assemble (or have assembled) the delivery or logistics vehicle pursuant to and in accordance with the terms of the Agreement. For clarity, to the extent a third party who is not a Fee-Bearing Auto OEM Manufactures the Top Hat (or manufactures a top hat) that incorporates the Licensed Subject Matter or Manufactures a Delivery Vehicle with such Top Hat (or manufactures a delivery or logistics vehicles with such top hat), Amazon will have no duty to account, and the rights to Exploit the Licensed Subject Matter as set forth in this Section 5.2 will be fully paid-up.

(v) This Section 5.2(C) will survive the expiration or termination of the Agreement.

(D) Revocation. Without limiting any right or remedies of Rivian unrelated to revocation or termination of the license as set forth in this Section 5.2(D), the Limited Licensed Subject Matter License may only be revoked or terminated if (i) Rivian terminates the Work Order due to Amazon’s failure to pay fees due under Section 5.2(C) (where such fees have been invoiced in accordance with Section 6.1(B)(ii)), (ii) Rivian terminates the Work Order pursuant to Section 8.5 (Termination for Cause) due to Amazon’s material breach of (a) its obligations to pay Rivian for Skateboards purchased by Amazon from Rivian, (b) its obligations or restrictions with respect to Licensed Subject Matter in this Section 5.2, or (c) its obligations with respect to confidentiality with respect to the Licensed Subject Matter pursuant to Section 9.7 (NDA and Confidentiality Obligations) of the Framework Addendum (“Amazon IP Obligations”); or (iii) the Work Order is otherwise terminated by either Party (other than by Amazon as a result of the existence of a Rivian Solvency Event) and Amazon has neither satisfied [***]; provided, however, notwithstanding any such revocation or termination, the Limited Licensed Subject Matter License will not (x) terminate with respect to units of Products purchased prior to the date of such termination or (y) affect sublicenses granted to end users of the Products prior to the date of such termination. Except as expressly set forth in the preceding sentence, the Limited Licensed Subject Matter License will survive the termination or expiration of the Agreement (including this Work Order) (in accordance with its terms).

5.3 Skateboard Foreground IP.

(A) Ownership and Assignment. All Foreground IP incorporated in or necessary for the Skateboard (including Improvements to the Foreground IP embodied in the Skateboard) made or invented under this Work Order (“Skateboard Foreground IP”) will be owned solely by Rivian. Amazon perpetually and irrevocably assigns and agrees to assign to Rivian all worldwide right, title and interest in and to the Skateboard Foreground IP (regardless of which Party develops it) as well as all Intellectual Property Rights in the Skateboard Foreground IP and Amazon will take all steps necessary (including execution of documents) to convey to Rivian the foregoing assignments and rights and, at Rivian’s sole cost and expense, to establish, evidence, maintain, and defend Skateboard Foreground IP and such Intellectual Property Rights. Title to all patents, copyrights, mask work rights and other applicable Intellectual Property Rights (statutory or otherwise) in Skateboard Foreground IP is, and will be, solely owned by Rivian. Amazon will not utilize any Skateboard Foreground IP that is not Licensed Subject Matter other than in connection with Integration of Product units purchased by Amazon from Rivian.

(B) Restrictions. Prior to the earlier of (i) the termination or expiration of the restrictions of Section 2.2 of the Side Letter, or (ii) the termination of the Work Order as set forth in Section 8.7(B) or Section 8.7(C), Rivian will not (directly or indirectly through any Affiliate or third party), make, sell, offer for sale, lease, license, distribute, or otherwise make available to any Person other than Amazon, its Affiliates or its Authorized Purchasers, any logistics or delivery vehicle that incorporates any Skateboard Foreground IP, or otherwise make available (directly or indirectly) any Skateboard Foreground IP for practice in or incorporation into any logistics or delivery vehicle, in each case without Amazon’s prior written consent. For clarity, the foregoing does not restrict Rivian (x) with respect to its practice of Rivian’s Background IP (such as a pre-existing original component design of Rivian on which a Product may be based) or (y) from Exploiting any Skateboard Foreground IP on vehicles that are not sold as delivery or logistics vehicles or otherwise sold for consumer use and, in each case, are subsequently used as vehicles to deliver goods (unless Rivian Knew (as defined in Section 9.1(B)) or reasonably should have Known that such vehicles were likely to be used in such a manner). The Parties intend not to integrate any of Amazon’s Background IP in the Skateboard, but to the extent that Amazon Background IP is incorporated, the Parties will discuss and negotiate license terms in good faith for such Background IP.

5.4 Residuals. The Parties acknowledge that each Party may now have, or in the future may develop or receive, information that is the same as, or similar to, Skateboard Foreground IP, Shared Top Hat IP, or Amazon LMT IP developed under the Agreement without having breached this Work Order. Nothing in this Work Order or the NDA (a) prevents a Party from using, for any purpose and without compensating the other Party, residual information retained in the memory of (i) Amazon Personnel or Rivian Personnel who have had access to Skateboard Foreground IP, (ii) Amazon Personnel or Rivian Personnel who have had access to Shared Top Hat IP, or (iii) Amazon Personnel or Rivian Personnel who have had access to Amazon LMT IP developed under the Agreement; or (b) obligates a Party to restrict the scope of employment of its Personnel; provided, however, that this Section 5.4 does not create a license under any copyright or patent of a Party. For the avoidance of doubt, this Section 5.4 is not intended to amend or modify the NDA for any purpose other than for this Agreement as set forth in this Section 5.4; provided, however, if there is a conflict between the NDA and this Section 5.4, the provisions of this Section 5.4 will control.

5.5 Other IP.

(A) Amazon LMT IP.

(i) For purposes of this Agreement, including this Section 5.5(A), (i) “Amazon LMT” means Technology owned by Amazon or licensed by Amazon from any Person other than Rivian or any of its Affiliates, and Technology derived therefrom, that, in each case, specifically relates to the pickup, transport and delivery of packages (e.g., routing, sequencing, mapping, package tracking, delivery confirmation, and associated applications), and all Intellectual Property Rights (statutory or otherwise) that are embodied therein, whether such subject matter is made, conceived or first reduced to practice prior to, during or after the Term of this Agreement and (ii) “Amazon LMT IP” means the Intellectual Property Rights within the Amazon LMT required for the Integration of the Amazon LMT with the Delivery Vehicles or Skateboards.

(ii) The practice of any other Technology or Intellectual Property Rights of Amazon or its Affiliates (e.g., Alexa, Prime video/music) into the Delivery Vehicles will be subject to a separate agreement between Amazon and Rivian, and no such Technology or Intellectual Property Rights shall be deemed to be included in the definition of “Amazon LMT.”

(iii) Amazon and its Affiliates retain all of their respective right, title and interest in and to the Amazon LMT. All Amazon LMT made, conceived or reduced to practice by Amazon or Rivian in connection with this Agreement, alone or jointly, will be owned solely by Amazon.

(iv) In connection with the foregoing, Rivian perpetually and irrevocably assigns and agrees to assign to Amazon all worldwide right, title and interest in and to the Amazon LMT as well as all Intellectual Property Rights relating to the integration or combination of the Amazon LMT with the Delivery Vehicles, the Top Hat, the Skateboard, or a Component Part, in each case purchased by Amazon from Rivian, and Rivian will take all steps necessary (including execution of documents) to convey to Amazon the foregoing assignments and rights and, at Amazon’s sole cost and expense, to establish, evidence, maintain, and defend such Intellectual Property Rights. Amazon hereby grants to Rivian a nonexclusive, non-transferable, revocable license under the Amazon LMT IP only to use the Amazon LMT as required to comply with its obligations under the Agreement.

(v) For the avoidance of doubt, the foregoing shall not prevent Rivian, without practice of Amazon LMT, from (a) integrating other third party logistics technologies that are not Amazon LMT into other vehicles that are not Delivery Vehicles; or (b) developing its own logistics technologies not derived from or incorporating any Amazon LMT and integrating such logistics technologies into other vehicles that are not Delivery Vehicles. For the avoidance of doubt, this Section 5.5(A)(v) does not limit any restriction set forth in the Side Letter relating to the LMV Exclusivity.

(B) Ownership of Other Developed IP. It is not the present intention of the Parties that Foreground IP first made or invented by or for either Party specifically for purposes of the Agreement and delivered by such Party to the other Party under the Agreement that is not Shared Top Hat IP, Skateboard Foreground IP, and all Intellectual Property Rights embodied in such Foreground IP (“Other Developed IP”) arise out of the Parties’ activities under the Agreement, but if Other Developed IP arises out of the Parties’ activities under the Agreement, the Parties agree to negotiate in good faith a separate written agreement setting forth the Parties’ understanding with respect to such Other Developed IP.

(i) Section 5.5(C)(ii) applies unless and until there is a For Cause No Investment Fee Termination (as defined below). If there is a For Cause No Investment Fee Termination, all Filings for Shared Top Hat IP will be as set forth in Section 5.5(C)(iii). Upon the request of the Party making the Filing, the Parties will cooperate in the submission of any documentation, application, filing, registration or the like (“Filings”) required to perfect the Shared Top Hat IP. Upon request, each Party will provide the other with copies of any correspondence, materials, or other communications submitted to or received from a Governmental Authority or a third party relating to any Filing. Each Party will disclose in writing and in reasonable detail to the other Party any Shared Top Hat IP created by Rivian or Amazon, as applicable. Amazon will have the first right to make Filings and to enforce the Parties’ interest in the Shared Top Hat IP, and Rivian shall have the backup rights set forth in Section 5.5(C)(iii). Upon Amazon’s reasonable request, Rivian will cooperate with Amazon and share equally in the reasonable expenses with respect to any Filings that have been agreed to by the Parties in advance. All Filings will be made at a time when Amazon deems appropriate during the development or after the completion of an item of Shared Top Hat IP under the names of both Parties as joint owners. Amazon will have the primary administrative responsibility and will serve as Assignee of Record for Filings. The Parties will share equally all filing and attorneys’ fees incurred by Amazon in connection therewith (including allocated in-house attorney expenses), in each case, if agreed to in advance by the Parties in writing. As used herein, “administrative responsibility” means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate Governmental Authority. If Amazon submits a proposed Filing to Rivian for review for any item that is Shared Top Hat IP, and if Rivian does not believe a Filing should be made with respect thereto, Amazon may proceed with the preparation and submission of the Filing at Amazon’s expense; provided, however, Amazon will submit such Filing to Rivian for its review prior to submission to any Governmental Authority and Amazon will not proceed with the Filing if there is a dispute as to whether the Filing is for Shared Top Hat IP and such dispute will be subject to the dispute resolution mechanisms in Section 16.8 of the Framework Addendum. If Rivian has not yet received a proposed Filing from Amazon on an item of Shared Top Hat IP, and Rivian believes that a Filing should be made with respect thereto, Rivian may submit a written request to Amazon that Amazon proceed with the preparation of such Filing; provided, however, Amazon may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. Upon request, each Party will provide the other with copies of any correspondence, materials, or other communications submitted to or received from a Governmental Authority or a third party relating to any Filing. Each Party will disclose in writing and in reasonable detail to the other Party any Shared Top Hat IP created by Rivian or Amazon, as applicable.

(ii) This Section 5.5(C)(ii) applies if there is a For Cause No Investment Fee Termination. Rivian will have the first right to make Filings and to enforce the Parties’ interest in the Shared Top Hat IP and Amazon shall have the backup rights set forth in Section 5.5(C)(iii). If there is a For Cause No Investment Fee Termination, upon Rivian’s written request, Amazon shall cease all Filings of the Shared Top Hat IP and make no further Filings of the Shared Top Hat IP and Rivian will be responsible for all costs and expenses in connection with Filings (but not be obligated to reimburse Amazon for any Filing costs or expenses). All Filings will be made at a time when Rivian deems appropriate during the development or after the completion of an item of Shared Top Hat IP under the names of Rivian as the sole owner. Rivian will have the primary administrative responsibility and will serve as Assignee of Record for Filings. Amazon will not be responsible for any fees in connection with such Filings. Rivian will not submit any Filing with respect to any Amazon LMT or Amazon LMT IP. Rivian will not proceed with the Filing if there is a dispute as to whether the Filing is for Amazon LMT IP and such dispute will be subject to the dispute resolution mechanisms in Section 16.8 of the Framework Addendum.

(iii) In the event that a Party elects not to file or decides to abandon the prosecution or maintenance of any patent, patent application, or patent term extension, then the other Party will use reasonable efforts to provide notice to such Party of such decision reasonably prior to the applicable statutory bar date or deadline for any applicable filing. If a Party elects not to file or decides to abandon the prosecution or maintenance, the other Party may file or continue such prosecution or maintenance, subject to any confidentiality obligations with respect to subject matter other than the Shared Top Hat IP and provided that the other Party becomes and remains fully responsible for any fees and subsequent fees associated with such prosecution or maintenance.

(D) Further Cooperation. Each Party will take all steps necessary (including execution of documents) to convey to the other Party joint ownership rights in the Shared Top Hat IP and to establish, evidence, maintain, and defend the Intellectual Property Rights to the Shared Top Hat IP.

(E) Enforcement.

(i) Enforcement. Each Party will promptly notify the other Party if it becomes aware of any potential infringement of the Shared Top Hat IP (including any jointly-owned patents) by the Manufacture, use, offer for sale, sale, or importation of a product by a third party (each, an “Infringement”).

a. Until there is a For Cause No Investment Fee Termination, Amazon will have the sole and exclusive right, but not the obligation, to take legal action to enforce the Intellectual Property Rights in the Shared Top Hat IP against any Infringement by a third party, or defend the Intellectual Property Rights in the Shared Top Hat IP against a declaratory judgment action, in each case, at its sole expense. Amazon will have the right to use counsel of its choice in such legal action.

b. If there is a For Cause No Investment Fee Termination, Rivian will have the sole and exclusive right, but not the obligation, to take legal action to enforce the Intellectual Property Rights in the Shared Top Hat IP against any Infringement by a third party, or defend the Intellectual Property Rights in the Shared Top Hat IP against a declaratory judgment action, in each case, at its sole expense. Rivian will have the right to use counsel of its choice in such legal action.

(ii) Cooperation.

a. Prior to a For Cause No Investment Fee Termination, if Amazon (1) brings an infringement action in the applicable forum with respect to an Infringement in accordance with Section 5.5(E)(i)(a) above, or (2) defends against a declaratory judgment action, (each an “Amazon Infringement Action”), then, at Rivian’s option and election, Rivian will either (i) cooperate as reasonably requested, at Amazon’s expense, in the pursuit of such Amazon Infringement Action, including if necessary, by joining as a nominal party to the Amazon Infringement Action or taking such other actions as are necessary for standing or for Amazon to otherwise maintain or pursue the Amazon Infringement Action, or (ii) assign to Amazon Rivian’s joint ownership rights to the Intellectual Property Rights within the Shared Top Hat IP being enforced; provided that in either event, Amazon will indemnify Rivian against any liability therefrom.

b. Until (a) there is a For Cause No Investment Fee Termination and (b) Rivian brings an infringement action in the applicable forum with respect to an Infringement in accordance with Section 5.5(E)(i)(b) above, or defends against a declaratory judgment action, (each an “Rivian Infringement Action”), then Amazon will cooperate as reasonably requested, at Rivian’s expense, in the pursuit of such Rivian Infringement Action, including if necessary, by joining as a nominal party to the Rivian Infringement Action or taking such other actions as are necessary for standing or for Rivian to otherwise maintain or pursue the Rivian Infringement Action; provided that Rivian will indemnify Amazon against any liability therefrom.

(iii) Costs and Recoveries.

a. The costs and expenses of the Amazon Infringement Action will be the responsibility of Amazon, and any damages or other monetary rewards or settlement payments received by Amazon will be applied to reimburse Amazon’s costs and expenses attributed to the Infringement Action, and the remainder will be shared as follows: [***].

b. The costs and expenses of a Rivian Infringement Action will be the responsibility of Rivian and any damages or other monetary rewards or settlement payments received by Rivian will be applied to reimburse Rivian’s costs and expenses attributed to the Infringement Action, and the remainder will be shared as follows: [***].

(F) Patent Term Extension. Rivian will cooperate in obtaining patent term extensions or supplemental protection certificates or their equivalents in any country where applicable to jointly-owned patents. If elections with respect to obtaining such patent term extensions are to be made, Amazon will have the right to make the election to seek patent term extension or supplemental protection.

5.6 Documentation. Rivian will produce and deliver to Amazon the “Documentation” listed in Schedule 1 to this Work Order, as may be updated by written agreement of the Parties after consultation with the Steering Committee, which updated list will be deemed automatically incorporated by reference into Schedule 1 (the “Documentation”). Upon the Parties’ approval, such updated Schedule will be deemed automatically incorporated by reference into this Work Order. Notwithstanding the foregoing, Rivian has no obligation to provide any Documentation that includes its Background IP.

6.	FUNDING, PAYMENT, AND CREDITS.

6.1

Price, Invoicing and Payment

(A) Price.

(i) Final pricing for Delivery Vehicles and Skateboards ordered under any Purchase Order issued hereunder will be based on the pricing structure set forth in Schedule 4 [***]; provided, however, the Price to be invoiced to Amazon in Section 6.1(B) below for Delivery Vehicles and Skateboards will be based on the Price Quote developed under Section 3.1(A) of this Work Order. The pricing structure in Schedule 4 will apply regardless of whether set forth in such Purchase Order, but in any event subject to the other terms and conditions of this Work Order. The pricing structure for Spare Parts is as set forth in Schedule 4. Pricing for Support Services not explicitly set forth in the Agreement will be set forth in a separate after-sales and support services agreement to be executed by the Parties. Pricing for Pre-Production Vehicles will be as mutually agreed by the Parties. The Parties may but are not obligated to modify pricing based on information that became available to the Parties after Rivian’s provision of a Price Quote to Amazon or during Production.

(ii) [***].

(B) Invoicing.

(i) Product Units. On the 15^th and the last day of every calendar month, Rivian will submit to Amazon an invoice in a form and format reasonably requested by Amazon containing the amount of the Price of the Product units delivered plus the applicable outbound logistics costs for the Products (if paid by Rivian) since the last invoice, it being understood that the form and format will be deemed reasonable if used by Amazon for other suppliers. Each invoice delivered by Rivian will be in such Amazon-requested format and will set forth the Price of each Product unit delivered, the outbound logistics costs, the quantity of Product units, the Purchase Orders to which the invoice relates, and any other information reasonably requested by Amazon. The Parties will resolve disputed amounts and invoices pursuant to the dispute resolution mechanisms in Section 16.8 (Dispute Resolution) of the Framework Addendum. In the event that Amazon purchases Pre-Production Vehicles, the invoicing and payment terms will be as set forth in this Section 6.1(B)(i) and Section 6.1(C) below.

(ii) Per Unit Vehicle Fee Payments. Notwithstanding anything in the foregoing to the contrary, in the event that a fee applies pursuant to Section 5.2(C) (License to Licensed Subject Matter: Per Unit Vehicle Fee), the applicable per-Skateboard fee amounts will be added to the Price of the applicable Skateboard units and set forth on the applicable invoice with respect thereto. The Minimum Fee-Bearing Payment shall be payable by Amazon to Rivian as set forth in Section 5.2(C).

(C) Payment. For each Product unit delivered hereunder, Amazon will pay Rivian the Price of the Product unit calculated in accordance with Schedule 4. Payment terms for the Price of the Product units will be [***] from the date of delivery of an invoice. For the avoidance of doubt, invoices for Product units delivered will be paid to the Rivian bank account specified in the invoice. Amazon will pay all invoices by bank transfer or wire or electronic funds transfer to the bank account

noted in the invoice. Amazon will pay all invoices in U.S. Dollars unless otherwise agreed by the Parties in writing. Unless otherwise expressly set forth in this Work Order (including Section 6.1(A)(ii) above) or agreed by the Parties in writing, Price Quotes for Delivery Vehicles and Skateboards will be subject to [***].

(D) [***].

(i)

[***].

(ii)

[***]:

[***].

(E) [***].

6.2 Electric Vehicle-Based Incentives and Credits. [***].

7.	SUBCONTRACTORS.

7.1 Schedule 7 to this Work Order specifies the categories of Subcontractors that are subject to Amazon’s prior written approval, which will not be unreasonably withheld, conditioned, or delayed. Amazon will deliver to Rivian written notice of its approval or rejection of any Subcontractor proposed by Rivian that falls within one of the categories in Schedule 7 no later than ten (10) business days following Rivian’s written request for Amazon’s approval. In the event that Amazon does not deliver to Rivian a rejection notice within such ten (10) business day period, such Subcontractor will be deemed to have been approved by Amazon. If Amazon does deliver to Rivian a rejection notice within such ten (10) business

day period (which notice will specify in reasonable detail the reasoning behind Amazon’s rejection), and the Parties do not reach an agreement regarding Rivian’s proposal to retain the services of a Subcontractor that falls within one of the categories in Schedule 7, then Amazon will itself, or through a third party, perform the services proposed by Rivian to be performed by the rejected Subcontractor; provided, that, with respect to warranty service, if Amazon delivers a rejection notice within the applicable ten (10) business day period following Rivian’s proposal to retain the services of a Subcontractor, the Parties will discuss in good faith the structure and terms by which Rivian or an approved Subcontractor may provide warranty service, and if the Parties are unable to agree on such structure and terms, such disagreement will be resolved pursuant to the dispute resolution mechanisms in Section 16.8 of the Framework Addendum.

8.	TERM, TERMINATION, AND CANCELLATION.

8.1 Term. The term of this Work Order will commence on the WO Effective Date and will continue until termination of this Work Order in accordance with the termination rights set forth in the Framework Addendum or this Work Order.

8.2 Suspension, Cancellation, and Termination – For Convenience.

(A) Subject to Section 8.7 (Purchase of [***] Delivery Vehicles and Skateboards; Effect of Termination) and the other clauses of this Section 8.2 below (which will all apply in accordance with their terms and obligate Amazon to make such applicable payments to Rivian as set forth therein), without limiting, and in addition to, Amazon’s other rights under the Agreement, Amazon may terminate this Work Order for convenience with not less than ninety (90) days’ prior written notice to Rivian.

(B) Without limiting, and in addition to, Amazon’s other rights under the Agreement, Amazon may suspend, cancel or terminate any Purchase Order issued hereunder, or modify any such Purchase Order to decrease (but not increase unless Rivian agrees in writing) the amount of Product units ordered thereunder, in each case for convenience by providing notice to Rivian not less than [***] prior to the scheduled Production of the Product units(s) that are the subject of suspension, cancellation, or termination as set forth in the applicable Purchase Order, without charge and with no liability.

(C) Subject to the next sentence, Amazon may suspend, cancel or terminate any Purchase Order issued hereunder, or modify any such Purchase Order to decrease (but not increase unless Rivian agrees in writing) the amount of Product units ordered thereunder, in each case for convenience by written notice less than [***] prior to the scheduled Production of the Product(s) that are the subject of suspension, cancellation, termination or modification as set forth in the applicable Purchase Order. [***].

8.3 Suspension, Cancellation, and Termination – Cancellation Conditions. The Cancellation Conditions and the Parties’ respective rights, obligations and remedies for Cancellation Conditions are set forth in Schedule 15.

8.4 Termination Based on Failure to Meet Specified Volume. In the event that Amazon and its Affiliates and Authorized Purchasers do not collectively purchase (and pay for in full) at least [***] units of Delivery Vehicles and Skateboards in the aggregate in each of [***] consecutive calendar years following the Start of Production Date (regardless of whether Amazon is experiencing a Force Majeure Event), Rivian may terminate this Work Order by providing written notice to Amazon with forty-five (45) days’ prior written notice, without charge and with no liability; provided, however, that Rivian will have no such right to terminate (a) if Amazon has ordered and is willing to accept more than [***] Delivery Vehicles and Skateboards in the aggregate in [***], but Rivian does not supply sufficient quantities of Product units

that Amazon has accepted in accordance with Section 3.7 (Post-Production Product Inspection and Acceptance; Rejection of Product Units) of this Work Order to meet the [***] Delivery Vehicle and Skateboard volume or (b) if Amazon has provided Rivian written notice of a Cancellation Condition and that Cancellation Condition is the reason for which the [***] Delivery Vehicle and Skateboard volume was not met.

8.5 Termination for Cause. Excluding any breach that is the subject of a Cancellation Condition (for which the exclusive right to terminate the Agreement is pursuant to Schedule 15), either Party may terminate this Work Order immediately by written notice to the other Party (and specifying the effective date of such termination) (the “WO Final Termination Notice”) if the other Party materially breaches any term of the Framework Addendum or this Work Order and does not cure such breach within sixty (60) days after receipt of written notice from the non-breaching Party of the breach stating the non-breaching Party’s intent to terminate; provided, that (a) for breaches that are not capable of being cured, the WO Final Termination Notice must be delivered to the breaching Party no later than ninety (90) days following the expiration of such sixty (60)-day period, and (b) for breaches that are capable of being cured, neither Party may exercise such termination right with respect to a given breach if a Party has cured such breach before receiving the WO Final Termination Notice.

8.6 Termination for Rivian Solvency Event. Amazon may terminate this Agreement effective upon written notice in the event of a Rivian Solvency Event.

8.7 Purchase of [***] Delivery Vehicles and Skateboards; Effect of Termination.

(A) Purchase of [***] Delivery Vehicles and Skateboards. If Amazon, its Authorized Purchasers and its Affiliates collectively purchase at least [***] Delivery Vehicles and Skateboards in the aggregate (“[***] Unit Threshold”) prior to the termination of this Work Order, then:

i. Ownership of any and all Dedicated Top Hat Tooling will automatically transfer to Amazon as set forth in Section 3.9(C);

ii. With respect to any Delivery Vehicle or Skateboard purchased in excess of [***];

iii. Amazon’s rights with respect to Shared Top Hat IP shall be as set forth in Section 5.1(A);

iv. The restrictions with respect to Rivian’s Exploitation of the Shared Top Hat IP shall be as set forth in Section 5.1(A);

v. The scope of the Limited Licensed Subject Matter License shall be as set forth in Section5.2(A); and

vi. In the event that Amazon wishes to have a top hat based on the Shared Top Hat IP integrated with a skateboard that is developed or manufactured by a third party (a “Third Party Skateboard”) and requests Rivian’s assistance with the integration of the Third Party Skateboard with such top hat, such assistance by Rivian (and any obligation of Rivian with respect thereto) will be subject to a separate services agreement agreed by the Parties.

(B) Failure to Purchase [***] Delivery Vehicles and Skateboards.

(i) If the [***] Unit Threshold has not been satisfied and (x) Amazon terminates this Work Order for convenience pursuant to Section 8.2(A), (y) Rivian terminates this Work Order for cause pursuant to Section 8.5 (Termination for Cause) or Section 8.4 (Termination Based on Failure to Meet Specified Volume) of this Work Order or Section 8.5 (Termination for Insolvency) of the Framework Addendum or (z) Amazon terminates this Work Order pursuant to Section 8.7 (Termination for Force Majeure) of the Framework Addendum other than as a result of a Supplier-Specific Force Majeure, then, in addition to any rights or restrictions set forth in Section 5 that continue to apply in accordance with their terms:

a. Amazon will promptly pay (no later than thirty (30) days following termination) the Investment Fee to Rivian;

b. Ownership of any and all Dedicated Top Hat Tooling will automatically transfer to Amazon as set forth in Section 3.9(C);

c. With respect to the Side Letter, the Parties agree that, to the extent that the obligations of Rivian set forth in Section 2.2 of the Side Letter apply as of the date of such termination (the “LMV Exclusivity”), effective as of the date of termination, such obligations shall not apply with respect to Rivian’s development, manufacture or sale of skateboards (such as, for the sake of example only and not for purposes of limitation, products similar to Skateboards) for use in a fleet of vehicles for logistics or last mile transportation of goods to the final delivery destination;

d. Amazon’s rights with respect to Shared Top Hat IP shall be as set forth in Section 5.1(A);

e. The restrictions with respect to Rivian’s Exploitation of the Shared Top Hat IP shall be as set forth in Section 5.1(A);

f. The scope of the Limited Licensed Subject Matter License shall be as set forth in Section 5.2(A);

g. The restrictions set forth in Section 5.3(B) (Skateboard Foreground IP: Restrictions) shall no longer apply effective as of the date of termination (as set forth therein); and

h. In the event that Amazon wishes to have a top hat based on the Shared Top Hat IP integrated with a Third Party Skateboard and requests Rivian’s assistance with the integration of the Third Party Skateboard with such top hat, such assistance by Rivian (and any obligation of Rivian with respect thereto) will be subject to a separate services agreement agreed by the Parties.

(ii) If the [***] Unit Threshold has not been satisfied and Amazon terminates this Work Order as a result of the existence of a Cancellation Condition pursuant to Section 8.3 (Suspension, Cancellation, and Termination – Cancellation Conditions) of the Work Order or pursuant to Section 8.4 (Termination for Cause), Section 8.6 (Termination for Change of Control) or Section 8.7 (Termination for Force Majeure) of the Framework Addendum as a result of a Supplier-Specific Force Majeure, then Amazon will not be required to pay the Investment Fee in connection with such termination; provided, however, Amazon may nevertheless elect to pay the Investment Fee in full in connection with such termination (as described further below):

a. If Amazon does not pay the Investment Fee in full to Rivian within thirty (30) days following a termination described in Section 8.7(B)(ii) (a “For Cause No Investment Fee Termination”), then, in addition to any rights or restrictions set forth in Section 5 that continue to apply in accordance with their terms:

i. Amazon will not obtain ownership of the Dedicated Top Hat Tooling;

ii. Effective as of the date that is thirty (30) days following the termination of this Work Order, Amazon will not (and will not authorize others to) Exploit Shared Top Hat IP for any purpose other than with respect to units of Products purchased prior to the date of such termination;

iii. Effective as of the date that is thirty (30) days following the termination of this Work Order, the Parties agree that LMV Exclusivity terminates;

iv. Effective as of the date that is thirty (30) days following the termination of this Work Order, the restrictions set forth in Section 5.3(B) (Skateboard Foreground IP: Restrictions) shall no longer apply (as set forth therein);

v. Effective as of the date that is thirty (30) days following the termination of this Work Order, the restrictions on Rivian set forth in Section 5.1(A) shall not apply with respect to Reskinned Delivery Vehicles. For the avoidance of doubt, except for the Shared Top Hat IP and the Skateboard Foreground IP, no rights or licenses under Intellectual Property Rights are granted by Amazon or its Affiliates with respect to Reskinned Delivery Vehicles under this Agreement (for example, Amazon LMT IP), whether express or implied. “Reskinned Delivery Vehicles” means delivery or logistics vehicles for which Rivian has changed the color, headlights, fascia and wheels and that do not use any Amazon branding, in each case, in a manner that would not cause a likelihood of confusion of such vehicles with the Delivery Vehicles.

vi. With respect to the Reskinned Delivery Vehicles that Rivian manufactures (or has manufactured), from the date that is thirty (30) days following the termination of this Work Order to the [***]:

1) At least one (1) month prior to Rivian’s launch of sales of Reskinned Delivery Vehicles and in January in each calendar year thereafter, Rivian will offer to Amazon the option to submit one (1) binding purchase order within one (1) month following such offer for Reskinned Delivery Vehicles to be produced for Amazon in the calendar year in which such purchase order is delivered. In the event that Amazon submits such a purchase order for Reskinned Delivery Vehicles to be sold in jurisdictions in which Rivian is selling Reskinned Delivery Vehicles, Rivian will accept such purchase order(s) up to its production capacity for Reskinned Delivery Vehicles, and allocate production capacity for Reskinned Delivery Vehicles remaining (following allocation to Reskinned Vehicle Purchasers (as defined below)) to Amazon in priority to other customers. The volume-based pricing offered to Amazon for Reskinned Delivery Vehicles will be [***]. All other terms of such purchase order shall be consistent with (and no less favorable to Amazon) than are offered to other Reskinned Delivery Vehicle customers; and

2) No later than [***] prior to Rivian entering into a binding multi-year agreement with a third party, Rivian shall deliver written notice to Amazon that it intends to sell Reskinned Delivery Vehicles to an unidentified third party in a multi-year agreement, which notice shall set forth indicative pricing based on volume. No later than [***] prior to Rivian entering into such binding multi-year agreement, Rivian shall deliver written notice (an “Election Notice”) to Amazon notifying Amazon (x) that Amazon has the right to elect to purchase Reskinned Delivery Vehicles and (y) of the final pricing and other material terms of Reskinned Delivery Vehicles based on volume, which terms (including pricing by volume) shall be no less

favorable to Amazon than are offered to such third party. No later than [***] following the delivery of the Election Notice, Amazon may deliver one (1) binding purchase order for Reskinned Delivery Vehicles to be delivered to Amazon during the period covered by such binding multi-year agreement. In the event that Amazon submits such a purchase order for Reskinned Delivery Vehicles to be sold in jurisdictions in which Rivian is selling Reskinned Delivery Vehicles, Rivian will accept such purchase order up to its production capacity for Reskinned Delivery Vehicles remaining (following allocation to Reskinned Vehicle Purchasers (as defined below)). In the event that Amazon does not deliver a purchase order in accordance with the foregoing provisions of this Section 8.7(B)(ii)(a)(vi)(2), Rivian shall have the right to enter into the binding multi-year agreement with such third party (each such third party, a “Reskinned Vehicle Purchaser”).

The provisions set forth in this clause (vi) shall terminate immediately upon Amazon’s submission or filing of a claim against Rivian for breach of the Agreement.

b. If Amazon does pay the Investment Fee in full to Rivian within thirty (30) days following termination described in Section 8.7(B)(i), then, in addition to any rights or restrictions set forth in Section 5 that continue to apply in accordance with their terms:

Ownership of any and all Dedicated Top Hat Tooling will automatically transfer to Amazon as set forth in Section 3.9(C);

ii.

Amazon’s rights with respect to Shared Top Hat IP shall be as set forth in Section 5.1(A);

iii.

The restrictions with respect to Rivian’s Exploitation of the Shared Top Hat IP shall be as set forth in Section 5.1(A);

iv.

The scope of the Limited Licensed Subject Matter License shall be as set forth in Section 5.2(A);

Effective as of the date of termination, the LMV Exclusivity obligations shall not apply with respect to Rivian’s development, manufacture or sale of skateboards (such as, for the sake of example only and not for purposes of limitation, products similar to Skateboards) for use in a fleet for logistics or last mile transportation of goods to the final delivery destination;

vi.

The restrictions set forth in Section 5.3(B) (Skateboard Foreground IP: Restrictions) shall no longer apply effective as of the date of termination (as set forth therein); and

vii.

In the event that Amazon wishes to have a top hat based on the Shared Top Hat IP integrated with a Third Party Skateboard and requests Rivian’s assistance with the integration of the Third Party Skateboard with such top hat, such assistance by Rivian (and any obligation of Rivian with respect thereto) will be subject to a separate services agreement agreed by the Parties.

(i) Upon termination by Amazon of this Work Order for a Rivian Solvency Event pursuant to Section 8.6 (Termination for Rivian Solvency Event) of this Work Order, or of the Framework Addendum pursuant to Section 8.5 (Termination for Insolvency) of the Framework Addendum, regardless of whether Amazon has satisfied the [***], effective upon the occurrence of such Rivian Solvency Event:

a. Effective as of the date that is thirty (30) days following the termination of this Work Order, the Parties agree that LMV Exclusivity terminates;

b. The restrictions with respect to Rivian’s Exploitation of the Shared Top Hat IP shall be as set forth in Section 5.1(A);

c. The scope of the Limited Licensed Subject Matter License shall be as set forth in Section 5.2(A);

d. Amazon’s rights with respect to Shared Top Hat IP shall be as set forth in Section 5.1(A);

e. Amazon’s right to exercise the Active Vehicle Management Platform License shall be as set forth in Section 4.6;

f. The restrictions set forth in Section 5.3(B) (Skateboard Foreground IP: Restrictions) shall no longer apply effective as of the date of termination (as set forth therein); and

g. The ownership of the Dedicated Top Hat Tooling will not transfer to Amazon unless Amazon elects to pay the Investment Fee, in which event ownership of any and all Dedicated Top Hat Tooling will automatically transfer to Amazon as set forth in Section 3.9(C).

(D) Investment Fee.

(i) The “Investment Fee” means [***].

(ii) If Amazon relocates the Manufacturing of the Delivery Vehicle, excluding the Skateboard, from the Rivian Manufacturing Facility to an Amazon or third party facility and purchases only Skateboards from Rivian (e.g., in the event of a Top Hat Wind-Down), the Skateboard units purchased by Amazon will continue to count toward the [***] Unit Threshold in Section 8.7(A) above and [***]. The Rivian Investment Recoup item included within the Delivery Vehicle or Skateboard price will be set forth in Schedule 4 and will be subject to any adjustments from time to time for [***].

8.8 Specific Performance. For the [***] after any Cancellation Condition is triggered and prior to a termination or waiver by Amazon of such Cancellation Condition pursuant to Section 8.3 (Suspension, Cancellation, and Termination – Cancellation Conditions) and Schedule 15, Rivian will, on a continuous basis, use all reasonable efforts to cure such Cancellation Condition. [***]. Rivian acknowledges and agrees that Amazon may be damaged irreparably in the event Rivian is not using reasonable efforts to cure a Cancellation Condition, monetary damages may not provide an adequate remedy in such event, and Amazon is entitled to seek an order of specific performance to compel performance of such obligations, in addition to any other remedy to which Amazon may be entitled hereunder.

8.9 Survival. Section 1.4 (Requirements), Section 1.5(B) (Government Reports), the first sentence of Section 1.5(C) (Authorizations), Section 3.1(B) (Top Hat Wind-Down) with respect to Top Hat Wind-Down Notices provided prior to termination of this Work Order, Section 3.2(B), Section 3.9 (Dedicated Top Hat Tooling), Section 4.1 (Data), the first sentence of Section 4.2(A) provided that it will survive for as long as the Delivery Vehicles are in service for Amazon, Section 4.2(C), the last sentence of Section 4.3 (Training Program), Section 4.4 (Battery Replacement) provided that it will survive for the Spare Parts Period, Section 4.6 (Active Vehicle Management Platform), Section 5 (Proprietary Rights and Intellectual Property), Section 6 (Price, Invoicing and Payment), Section 7 (Subcontractors), Section 8.7 (Purchase of [***] Delivery Vehicles and Skateboards; Effect of Termination), Section 9.1(A) and Section 9.2 (Product Warranty – Rivian Warranty) of this Work Order and the provisions of this Work Order that by their nature are intended to survive (including payment obligations that have accrued prior to termination) will survive any termination or expiration of this Work Order, including as such provisions apply to the Authorized Territories. Schedules incorporated into a surviving provision will also survive with respect to such provision.

9.	ADDITIONAL REPRESENTATIONS AND WARRANTIES; PRODUCT WARRANTY.

9.1 Representations and Warranties.

(A) Rivian represents and warrants that Rivian has or, when necessary, will have all rights and licenses required to grant the rights and licenses set forth in this Work Order, including with respect to the Shared Top Hat IP and the Licensed Subject Matter;

(B) Each Party represents and warrants that there are no Claims pending against such Party during the term of this Work Order by any third party that such Party Knows (or would reasonably be expected to Know) would materially and adversely impact the other Party’s ability to perform its obligations under this Work Order. The Party against which such a Claim is pending will promptly notify the other Party of any such Claims unless precluded from doing so due to confidentiality obligations owed to third parties or applicable Laws. “Knows” means [***].

9.2 Product Warranty – Rivian Warranty. All Delivery Vehicles and associated Component Parts (including Battery and Battery performance) will, unless elected by Amazon, be covered by [***] (the “Rivian Warranty”), [***]:

(A) [***];

(B) [***];

(D) [***].

[***].

Subject to Rivian’s obligations under Section 4.2(B) (Technical Support and Maintenance Program) of this Work Order, Rivian may delegate to Subcontractors its obligations under the Rivian Warranty if Rivian has obtained Amazon’s prior written consent to any such Subcontractors to the extent Amazon’s prior written consent is required under this Work Order. To the extent that Subcontractors are providing services to Amazon under the Rivian Warranty, Subcontractors must have (or be able to procure on a timely basis) a sufficient number of Spare Parts to carry out their obligations under the Rivian Warranty. Any failure by a Subcontractor to provide Amazon the services under the Rivian Warranty will be deemed a failure by Rivian.

[Signature page follows.]

Each Party’s authorized representative is signing this Work Order on the date set forth below such Party’s signature.


RIVIAN AUTOMOTIVE, LLC

By:		/s/ Robert J. Scaringe


Printed Name:		Robert J. Scaringe


Title:		Chief Executive Officer



Date Signed:		September 16, 2019


AMAZON LOGISTICS, INC.

By:		/s/ Udit Madan


Printed Name:		Udit Madan


Title:		President



Date Signed:		September 16, 2019

[Signature Page to Work Order #1]

Amazon.com, Inc. and Rivian Automotive, Inc. are made Parties to this Work Order solely with respect to Sections 5.3(B), 8.7(B)(i), 8.7(B)(ii), and 8.7(C)(i) of this Work Order for purposes of amending the Side Letter under the Agreement as set forth in Section 16.11(A) of the Framework Addendum. Solely for purposes of amending the Side Letter, this Agreement is executed by the duly authorized representatives of Amazon.com, Inc. and Rivian Automotive, Inc.


RIVIAN AUTOMOTIVE, INC.

By:		/s/ Robert J. Scaringe


Printed Name:		Robert J. Scaringe


Title:		Chief Executive Officer



Date Signed:		September 16, 2019


AMAZON.COM, INC.



By:		/s/ Michael Deal


Printed Name:		Michael Deal


Title:		Vice President and Assistant Secretary



Date Signed:		September 16, 2019

[Signature Page to Work Order #1]

SCHEDULE 1 TO WORK ORDER NO. #1

REQUIREMENTS AND SPECIFICATIONS

[***]

SCHEDULE 2 TO WORK ORDER NO. #1

MILESTONES AND DEVELOPMENT AND PRODUCTION SCHEDULE

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SCHEDULE 3 TO WORK ORDER NO. #1

DELIVERABLES AND ACCEPTANCE CRITERIA

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SCHEDULE 4 TO WORK ORDER NO. #1

PRICE SCHEDULE

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SCHEDULE 5 TO WORK ORDER NO. #1

INITIAL ORDER PLAN AND INITIAL FORECAST

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SCHEDULE 6 TO WORK ORDER NO. #1

RIVIAN WARRANTY

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SCHEDULE 7 TO WORK ORDER NO. #1

APPROVED VENDORS AND SUBCONTRACTORS SUBJECT TO AMAZON’S PRIOR APPROVAL

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SCHEDULE 8 TO WORK ORDER NO. #1

STEERING COMMITTEE AND GOVERNANCE

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SCHEDULE 9 TO WORK ORDER NO. #1

FORM OF PURCHASE ORDER

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SCHEDULE 10 TO WORK ORDER NO. #1

DATA

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SCHEDULE 11 TO WORK ORDER NO. #1

TRAINING PROGRAM

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SCHEDULE 12 TO WORK ORDER NO. #1

RAMP-UP PLAN

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SCHEDULE 13 TO WORK ORDER NO. #1

PRE-PRODUCTION DELIVERY VEHICLES

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SCHEDULE 14 TO WORK ORDER NO. #1

DIGITAL AND ENGINEERING HARDWARE

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SCHEDULE 15 TO WORK ORDER NO. #1

CANCELLATION CONDITIONS

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SCHEDULE 16 TO WORK ORDER NO. #1

ACCEPTABLE AUTO OEM FOR CHANGE OF CONTROL

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SCHEDULE 17 TO WORK ORDER NO. #1

SKATEBOARD TOP HAT DELINEATION

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