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Key Terms to License Agreement – Page 1 of 2 CONFIDENTIAL LICENSE AGREEMENT This License Agreement (this “License”) is effective as of the date it is fully executed (the “Effective Date”) by and between Licensor (as defined below) (“Licensor”) and Tesla, Inc., a Texas corporation (f/k/a Tesla Motors, Inc., a Delaware corporation) (“Licensee”). Licensor and Licensee are each referred to herein as a “Party” and collectively as the “Parties.” Clause references are to clauses in the Key Terms, and section references are to sections in the General Terms and Conditions (Exhibit B). Exhibit A and Exhibit B are incorporated by reference in this License. In the event of a conflict between the Key Terms and Exhibit B, the Key Terms shall prevail. Key Terms (a) Licensor Town of Wickenburg, an Arizona municipal corporation (b) Property (Section 1) Commonly known as Wickenburg Town Hall, located at 155 North Tegner Street (the “Property”). (c) Licensed Area (Section 1) Eight (8) parking spaces, 200-400 feet of additional parking width to provide disability access and approximately Five (5) square feet of space for equipment on the Property, all as depicted on Exhibit A (the “Licensed Area”). (d) Charging Stalls (Section 1) The parking spaces within the Licensed Area contain Eight (8) charging stalls with electric vehicle chargers (“Chargers”). (e) Commencement Date (Section 4) The Effective Date of this License (the “Commencement Date”). (f) Base Term (Section 5) Ten (10) years from the last day of the month in which the Commencement Date occurs (the “Base Term”). (g) Renewal Term (Section 5) Periods of Five (5) years (each a “Renewal Term”) and each Renewal Term shall automatically go into effect unless Licensee delivers advance notice of non-renewal at least ninety (90) days prior to the expiration of the then current Term (as defined below). (h) Intentionally Omitted. (i) Rent Beginning on the Effective Date of this License, Licensee will pay One Thousand, Two-Hundred Dollars ($1,200.00) per month (the “Rent”) for the Licensed Area, restroom access for all users of the Charging Station, and to contribute towards Licensor’s maintenance obligations expressly provided in this License in advance on the first business day of each calendar month during the Term. If the Effective Date is any day other than the first business day of a month, the first Rent payment shall include payment for the partial month in which the Effective Date occurs, prorated based on the number of days in such month. The Rent shall increase by Five percent (5%) on each anniversary of the Commencement Date. Notwithstanding the foregoing, Rent payments shall accrue but be payable only after Licensor has completed Licensee’s vendor onboarding documentation, and payments of Rent shall be made to the account or address specified by Licensor in such documents. Key Terms to License Agreement – Page 2 of 2 CONFIDENTIAL If Licensor provides notice of any change in the payment of Rent, including but not limited to a change of payment account or address, or if there is a change in ownership of the Licensed Area during the Term, Rent payments shall continue to accrue but thereafter be payable only after Licensor, or any successor in interest, again completes Licensee’s vendor onboarding documentation. For the avoidance of doubt, Rent shall be adjusted proportionately to reflect the actual number of Charging Stalls within the Licensed Area. (j) Special Terms and Conditions Replacement of the Original Agreement. Pursuant to that certain Ground Lease dated January 20, 2014 (“Original Agreement”), Licensee currently operates a Charging Station in the Licensed Area. Upon the execution of this License, the Original Agreement shall terminate and be of no further, force or effect. Additional Alterations. Pursuant to the Original Agreement, Licensee has constructed and operates a Charging Station in the Licensed Area. Following the Effective Date of this License, any alterations to the Charging Station performed by Licensee shall be approved by Licensor in accordance with Section 3 below. [SIGNATURES ON FOLLOWING PAGE] Signature Page to License Agreement CONFIDENTIAL IN WITNESS WHEREOF, the Parties have each caused an authorized representative to execute this License as of the Effective Date. LICENSOR: LICENSEE: Town of Wickenburg, Tesla, Inc. an Arizona municipal corporation a Texas corporation By: _______________________________ By: _______________________________ Name: _______________________________ Name: _______________________________ Title: _______________________________ Title: _______________________________ Date: _______________________________ Date: _______________________________ E-mail for notices: rmartinez@wickenburgaz.gov Phone number for urgent issues: 9286680529 E-mail for notices: superchargerhost@tesla.com Phone number for urgent issues: 725-223-2400 Exhibit A to License Agreement – Page 1 of 2 CONFIDENTIAL EXHIBIT A Licensed Area Exhibit A to License Agreement – Page 2 of 2 CONFIDENTIAL US v.20240213 Exhibit B to License Agreement – Page 1 of 5 CONFIDENTIAL Exhibit B General Terms and Conditions 1. Licensed Area. Licensor hereby grants to Licensee the right to use the Licensed Area pursuant to Section 6, to install, operate and maintain a Charging Station (defined below), together with the right of ingress and egress to the Licensed Area. This License shall not create any leasehold interest in the Property. 2. Intentionally Omitted. 3. Alterations. Licensee shall, at its sole cost, make alterations to the Licensed Area to install the Charging Station (“Licensee’s Work”). Licensee’s Work shall only occur after: (a) Licensor has approved the plans and specifications in writing; and (b) Licensee has obtained all permits and approvals required by applicable governing bodies. Once Licensee’s Work begins, it shall proceed with diligence and continuity until complete. Licensee may upgrade or replace its Trade Fixtures in its sole discretion during the Term, provided that any other alterations to the Charging Station shall be approved in advance by Licensor. Licensor’s approval of the plans and specifications shall not be unreasonably withheld, conditioned or delayed. Licensee shall promptly repair any damage to the Property caused by Licensee, its agents, contractors and employees (collectively, “Licensee Parties”) while performing Licensee’s Work. 4. Intentionally Omitted. 5. Term. The term of this License shall begin on the Commencement Date and shall expire at the end of the Base Term. Upon expiration of the Base Term, this License shall automatically renew for successive Renewal Terms (Renewal Term(s) together with the Base Term, the “Term”) subject to the Key Terms above. Notwithstanding the foregoing, either Party, in its sole discretion and without cause, may terminate this License during any Renewal Term by delivering advance written notice of termination to the other Party specifying a termination date that follows the Notice Period. 6. Permitted Use. Licensee may use and occupy the Licensed Area during the Term to: install, operate and maintain a Charging Station (as defined below) for charging Licensee and third-party electric vehicles and autonomous vehicles, and for incidental purposes, which may include generating photovoltaic electricity and operating an energy storage system or for any other lawful purpose directly related to the operation of the Charging Station. Licensee may provide on-site personnel, contractors, autonomous attendants and/or security personnel at no cost to Licensor, provided Licensee obtains prior written approval of the Town. not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the prior statement, the City has no obligation to approve such on-site personnel, contractors, autonomous attendants and/or security personnel in the Licensed Area. All uses under this Section are collectively referred to herein as the “Permitted Use”. Licensee is authorized to operate and collect payment for the Permitted Use year-round, twenty-four (24) hours per day and seven (7) days per week. The “Charging Station” shall consist of: (a) Chargers as determined by Licensee in its sole discretion, signage and power electronics equipment to provide charging to the charging stalls described in Clause (d) and other trade fixtures determined by Licensee that may include air pumps, a canopy, solar panels, an energy storage system and fence or other visual barriers, security cameras (collectively, the “Trade Fixtures”); and (b) necessary utility infrastructure, which may include, without limitation, a utility transformer, metering equipment, switchgear, conduit, wiring and foundations (collectively, the “Infrastructure”). Trade Fixtures shall not be added to the Licensed Area without prior written approval of the Licensor in accordance with Section 3 above. 7. Removal. On or before the final day of the Term, Licensee shall, at its sole cost, remove the Trade Fixtures, leave the Infrastructure in a safe condition, and restore the Licensed Area to the condition .that existed as of the first day of the Term, subject to exceptions for reasonable wear and tear. US v.20240213 Exhibit B to License Agreement – Page 2 of 5 CONFIDENTIAL Licensor agrees that the Trade Fixtures and personal property are and shall remain the property of Licensee, and the Infrastructure shall become the property of Licensor upon termination of this License (except that Infrastructure upstream of the meter is and shall remain the property of the utility). 8. Utilities. A. Licensee agrees to arrange and pay the charges for all Licensee-related utility services provided or used in or at the Licensed Area during the Term. Licensee shall pay directly to the utility company the cost of installation of any and all such Licensee-related utility services and shall arrange to have the utility service separately metered. Licensor shall not be responsible for any damages suffered by Licensee in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage was Licensor’s gross negligence or intentional misconduct. B. If required by the utility, Licensor shall execute and notarize a formal utility easement (or such other agreement or authorization required by the utility service provider) AS-IS, within ten (10) business days of receipt from Licensee or the utility service provider. 9. Maintenance. Licensee shall be responsible for maintaining the Charging Station at its sole cost (including repair and replacement of equipment, as necessary). Notwithstanding the foregoing, Licensor’s normal responsibility to maintain the common areas of the Property shall also apply to the Licensed Area, including but not limited to landscaping, pest control, trash removal, snow removal, repaving and restriping, and Licensor agrees to coordinate with Licensee on maintenance that will prevent the use of the Charging Station. If Licensee determines that the Licensed Area needs additional trash cans, or if Licensor requests additional trash cans, Licensee shall provide such trash cans to Licensor at Licensee’s sole cost. 10. Licensor Covenants. Licensor represents that: (a) it owns or leases the Property and has the power and authority to enter into this License; (b) it has obtained any required consents to enter into this License; (c) the Property is not subject to any conditions, restrictions or covenants incompatible with the Permitted Use; (d) this License does not violate any agreement, lease or other commitment by which Licensor is bound; (e) it will not lease, license or commit the parking spaces within the Licensed Area to any third party during the Term; and (f) it will not perform or allow excavation in the Licensed Area during the Term without Licensee’s advance written consent, other than superficial repaving. 11. Default. It shall be an “Event of Default” under this License if either Party fails to perform or observe any material term or condition of this License and such failure continues for a period of thirty (30) days after receipt of written notice thereof from the other Party, provided, however, that if the nature of such default is such that it cannot reasonably be cured within such thirty (30) day period and the defaulting Party commences to cure within the thirty (30) day period and proceeds with diligence and continuity, then such Party shall have additional time to cure as is reasonably required. 12. Remedies. The Parties acknowledge and agree that, if an Event of Default by the other Party has occurred and is continuing, the non-defaulting Party may: (a) terminate this License upon thirty (30) days advance written notice; and/or (b) exercise any other remedy available at law or in equity. 13. Exclusions. Notwithstanding anything herein to the contrary, each Party expressly releases the other from any claims for speculative, indirect, consequential or punitive damages, including, without limitation, any lost sales or profits. 14. Indemnification. Except to the extent a claim arises from any negligence or willful misconduct of an Indemnified Party, or any breach or alleged breach of Section 25 by Licensor, Licensee hereby agrees US v.20240213 Exhibit B to License Agreement – Page 3 of 5 CONFIDENTIAL to indemnify, hold harmless and defend Licensor, its directors, officers, managers, members, employees, agents and representatives (each an “Indemnified Party”) from all losses and liabilities, including court costs and reasonable attorneys’ fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (i) Licensee’s use of the Licensed Area; (ii) Licensee’s breach of this License; or (iii) bodily injury or damage to real or tangible personal property caused by the use of the Trade Fixtures. 15. Insurance. Through the duration of this License, Licensee shall maintain commercial general liability insurance with limits of not less than Two Million Five Hundred Thousand US Dollars ($2,500,000 USD) per occurrence and Four Million US Dollars ($4,000,000 USD) aggregate for combined single limit for bodily injury or third-party property damage. The total limits above may be met by any combination of primary and excess liability insurance. A certificate evidencing such insurance shall be delivered to Licensor upon the execution of this License and upon reasonable request by Licensor. Licensee shall include Licensor as additional insured on its commercial general liability and, if applicable to meet limit requirements, umbrella and/or excess insurance policies, with respect to liability for services provided under this License. Licensee will maintain worker’s compensation insurance in accordance with state and federal law. This requirement may be waived by Licensee if Licensee is a qualified self-insured in the state where the Licensed Area is located. Insurance shall be maintained with responsible insurance carriers with a Best Insurance Reports rating of “A-“ or better or through a formal self-insurance mechanism that has either (a) a Best Insurance Reports rating of “A-“ or better; or (b) a financial size category of “VI” or higher, provided, that if such self- insurance program does not meet either (a) or (b), then Licensee’s use of self-insurance for the required coverages shall be subject to Licensor’s approval, not to be unreasonably withheld, conditioned or delayed. 16. Environmental Matters. Licensor represents and warrants that, to the best of its knowledge, the Licensed Area is free of any contamination that violates any applicable environmental law. Notwithstanding any provision in this License to the contrary, Licensor agrees that it will indemnify and hold Licensee harmless from all costs from, and Licensee shall have no liability for, any contamination of the Property, unless caused by Licensee. Licensor is responsible for remediating to the extent required by applicable environmental law any contamination not caused by Licensee. Parties, including any contamination encountered by Licensee parties during the performance of Licensee’s Work.. 17. Confidentiality. The Parties agree that the terms of this License and any non-public, confidential or proprietary information or documentation provided to one Party by the other Party in connection with this License are confidential information, and the Parties agree not to disclose such confidential information to any person or entity during the Term and for a period of one (1) years thereafter. Notwithstanding the foregoing, the Parties may disclose information (i) to their respective Affiliates, subcontractors, lenders, employees, financial, legal and space planning consultants, in each case that have a “need to know” such confidential information and have committed to treat the information as confidential under terms no less protective than the terms of this Section 17, provided that the Party disclosing such confidential information shall be liable for any disclosure by such authorized recipients, (ii) as permitted in Section 20, and (iii) as required by law, including Licensor’s status as a government entity; provided that if Licensor receives such a request, then Licensor shall promptly notify Licensee to allow Licensee to seek a protective order or other appropriate remedy before this License is released. “Affiliate” of a Party is an entity that controls, is controlled by or is under common control with that Party, where “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, through ownership of voting securities, by contract or otherwise. 18. Publicity. Neither Party will use the other Party’s name, trademark or logo without obtaining the other Party’s prior written consent. US v.20240213 Exhibit B to License Agreement – Page 4 of 5 CONFIDENTIAL 19. Notices. All notices, demands and approvals shall be in writing and shall be delivered to the electronic mail addresses provided on the signature page, and shall be deemed given on proof of transmission. Either Party may change their respective address for notices by giving written notice of such new address in accordance with this Section 19. 20. Incentives. Licensor agrees that Licensee shall own and receive the benefit of all Incentives derived from the construction, ownership, use or operation of the Charging Station, including, without limitation, from electricity delivered through, stored at or generated by the Charging Station. Licensor will cooperate with Licensee in obtaining all Incentives, provided that Licensor is not obligated to incur any out-of-pocket costs in doing so unless reimbursed by Licensee. If any Incentives are paid directly to Licensor, Licensor agrees to immediately pay such amounts over to Licensee. “Incentives” means (a) electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights, (b) rebates or other payments based in whole or in part on the cost or size of equipment, (c) performance-based incentives paid as periodic payments, (d) tax credits, grants or benefits, and (e) any other attributes, commodities, revenue streams or payments, in each of (a) through (e) under any present or future law, standard or program and whether paid by a utility, private entity or any governmental, regulatory or administrative authority. Licensor agrees that Licensee may disclose a redacted copy of this License if necessary to obtain Incentives. For the avoidance of doubt, Incentives shall not include any credits, rebates or payments (i) intended for Licensor as the fee owner of the Property or (ii) derived from third-party charging equipment owned by Licensor. 21. Governing Law. This License shall be construed and enforced in accordance with the laws of the state in which the Licensed Area is located. 22. Entire Agreement. Each Party acknowledges and agrees that it has read and understood this License, and that it represents the entire agreement and understanding of the Parties with respect to the subject matter herein and supersedes all prior agreements, communications, or understandings, whether oral or written, with respect to the subject matter herein. 23. Assignment. Licensee shall not assign this License nor sublicense the Licensed Area without the prior written consent of Licensor, which shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing prohibition shall not limit Licensee’s ability to transfer this License to a Licensee Affiliate. Notwithstanding the foregoing, Licensor shall have no obligation to consent to any assignment of this License to an unrelated third party. 24. Sale or Transfer. In the event of a sale or transfer of all or a portion of Licensor’s interest in the Property or Licensed Area during the Term, Licensee’s rights shall be conveyed with such interests in the Property or Licensed Area and Licensor warrants that any transferee shall be bound by all terms and condition of this License, and Licensor shall obtain any necessary documents to confirm such assignment including, without limitation, providing Licensee with updated contact information for the buyer or transferee of the Property or Licensed Area. 25. Miscellaneous. This License may be executed in counterparts, each of which shall be deemed an original and all of which together will constitute one agreement. Electronic signatures and other signed copies transmitted electronically in PDF or similar format shall be treated as originals. If any provision of this License is invalid or unenforceable, the remainder of this License shall not be affected, and each provision shall be valid and enforceable to the fullest extent permitted by law. Any outstanding payment obligations and the terms of Section 17 shall survive termination of this License. This License shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Each Party shall comply with all applicable codes, laws and ordinances in fulfilling its respective obligations under this License. Licensee shall promptly remove or bond any liens placed on the Property as a result of any claims for labor or materials furnished to US v.20240213 Exhibit B to License Agreement – Page 5 of 5 CONFIDENTIAL Licensee at the Licensed Area. This License is subject and subordinate to all ground or superior leases and to all mortgages which may now or hereafter affect such leases or the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided that Licensee’s rights under this License shall not be disturbed by such subordination so long as no Event of Default by Licensee exists beyond all notice and cure periods. LICENSOR AND LICENSEE EACH WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON OR RELATED TO, THE SUBJECT MATTER OF THIS LICENSE.