THIS PARTS SUPPLY AGREEMENT (this “Agreement”) is made as of February 15, 2023 (the “Effective Date”), by and between (i) Toyota Motor Corporation, a corporation with offices located at 1, Toyota-cho, Toyota-shi, Aichi 471-8571 (“TOYOTA”), and (ii) Joby Aero, Inc., a Delaware corporation with offices located at 2155 Delaware Ave., Ste. 225, Santa Cruz, CA 95060 (“Joby Aero” and, together with all of the Joby Entities (as defined below), , “JOBY”). Each of TOYOTA and Joby Aero may be referred to herein as a “Party” and together as “Parties.”

    WHEREAS, each of TOYOTA and Joby Aero wish to establish the terms and conditions pursuant to which Joby Aero shall purchase, and TOYOTA shall sell and deliver, Products for incorporation into JOBY’s S4 aircraft (the “Aircraft”).

    NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TOYOTA and JOBY, intending to be legally bound, hereby agree as follows:

1.1Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:

    “Accumulated Amortization” means, as of a particular calculation date, and with respect to a particular Product, [*****]. For purposes of the foregoing, a Unit of a Product shall only be deemed ordered during the Startup Period or such Measurement Period if either (i) a Purchase Order for such Product Unit has been accepted (or deemed accepted) by TOYOTA as a Confirmed Purchase Order prior to end of such period or (ii) such Purchase Order was submitted prior to the end of such period but rejected by TOYOTA on a basis other than for Cause.

    “Additional Tools & Equipment” has the meaning set forth in Section 7.1(a).

    “Additional Tools & Equipment Purchases” has the meaning set forth in Section 7.1(a).

    “Agreement” has the meaning set forth in the preamble to this Agreement.

    “Affiliate” of a Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

    “Aircraft” has the meaning set forth in the recitals.    

    [*****].

“Applicable Laws” means all constitutions, statutes, laws, treaties, ordinances, exemptions, judgments, decrees, injunctions, writs, orders, rules, regulations, codes, and all specified standards or objective criteria contained in any Governmental Approvals and all other legislative, judicial or administrative action of any Governmental Authority applicable to this Agreement and/or the performance by either Party of its covenants, agreements and obligations under this Agreement.

    “Baseline Quantity” has the meaning set forth in Section 3.1.

    “Business Day” means any day other than a Saturday, Sunday or a day on which major banks are closed for business in California or Japan.    

    “Carrier” means the person or organization engaged from time to time by TOYOTA to deliver the Products from their respective Point of Origin to the Destination.

    “Cause” means, with respect to a rejected Purchase Order, that TOYOTA rejected the Purchase Order either because (i) of any of the circumstances specified in Section 3.3(d), (ii) a TOYOTA performance suspension is in effect pursuant to Section 9.2, (iii) the pricing or delivery terms reflected in the Purchase Order is inconsistent with the pricing or delivery terms in the applicable Product Addendum, (iv) the Purchase Order requires a delivery date that is shorter than the applicable lead time, (v) TOYOTA is unable to deliver the specified Products on the specified delivery date due to JOBY’s failure to timely provide JOBY Supplied Material necessary for the manufacture of the Product, (vi) TOYOTA does not have the manufacturing capability or capacity to manufacture the Product as a result of an Equipment Purchase Request Denial by Joby Aero, (vii) the Purchase Order referenced or was made subject to terms other than those set forth in this Agreement and the applicable Product Addendum, (viii) TOYOTA determines that fulfillment of such Purchase Order would subject TOYOTA or any of its Affiliates or their respective suppliers to any Governmental Contracting Requirement that TOYOTA or such Affiliate or supplier is not already required to comply with on a similar basis and scope, (ix) the Purchase Order was delivered after November 30, 2028 or called for delivery of any Product later than December 31, 2028 or (x) of a reduction in manufacturing capability or capacity instituted by TOYOTA as a result of the receipt of a Joby Aero forecast forecasting Product orders by Joby Aero of less than the Baseline Quantity of one or more Products in accordance with the applicable order schedule(s) set forth on the Product Addendum for such Product.    

    “Change of Control” means the first occurrence of an event set forth in any one of the following paragraphs following the Effective Date:

(i)any Person is or becomes the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time (“Beneficial Owner”), directly or indirectly, of securities of any Joby Entity representing more than fifty percent (50%) of the combined voting power of any Joby Entity’s then outstanding securities;

(ii)the date that a majority of members of any Joby Entity’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by at least two-thirds (2/3) of the members of the Joby Entity’s board of directors prior to the date of the appointment or election;

(iii)there is consummated a merger or consolidation of any Joby Entity or any direct or indirect Subsidiary with any other corporation or other entity, other than a merger or consolidation which results in the voting securities of the Joby Entity outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) fifty percent (50%) or more of the combined voting power of the securities of the Joby Entity or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

(iv)consummation of a plan of complete liquidation or dissolution of any Joby Entity or there is consummated an agreement for the sale or disposition by a Joby Entity of all or substantially all of its assets.

"Change Plan" has the meaning as set forth on Exhibit F.

    “CIP” means Carriage and Insurance Paid To (Incoterms 2020).

    “Collaboration Agreement” means that certain Amended and Restated Collaboration Agreement, dated August 30, 2019, between Joby Aero and TOYOTA, as such agreement may be amended or supplemented and any successor agreement.

    “Confidential Information” means the terms of this Agreement and all other nonpublic information, whether in written or any other form, which has been disclosed to one Party by or on behalf of the other Party and which the disclosing Party designates as being confidential or proprietary at the time of disclosure or within thirty (30) days following such disclosure (including, without limitation, any business information in respect of the other Party which is not directly applicable or relevant to the transactions contemplated by this Agreement). “Confidential Information” shall not include information that was (i) rightfully in the possession of a Party prior to receiving it from the party disclosing such information; (ii) in the public domain at or subsequent to the Effective Date through no breach of this Agreement; (iii) obtained in good faith from a third party not under any obligation of confidentiality or (iv) which has been independently developed by the recipient Party otherwise than in the course of the exercise of that Party’s rights under this Agreement or the implementation of this Agreement.

    “Confirmed Purchase Order” has the meaning set forth in Section 3.3(d).

    “Contract Price” means, with respect to a Product, the sum of the Product Price and the Logistics Fee for such Product.

    “Delivery Date(s)” has the meaning set forth in Section 4.1.

    “Destination” has the meaning set forth in Section 4.1.

    “Dispute” means any disagreement between the Parties concerning or in any way arising out of or relating to this Agreement whether or not the disagreement gives rise to a right to terminate this Agreement.

    “EAR” has the meaning set forth in Section 6.6(a).

    “ECN” has the meaning set forth in Section 5.1(a).

    “Effective Date” has the meaning set forth in the preamble to this Agreement.

    “Equipment Purchase Request Denial” has the meaning set forth in Section 7.1(a).

    “Export/Import Laws” has the meaning set forth in Section 6.6(a).    

    “Extraordinary Tariffs” mean duties, tariffs and other import charges which are (i) designed or intended to discourage foreign goods or services from entering the jurisdiction imposing the charges, (ii) designed or intended to discourage the import of goods or services from a particular jurisdiction, or (iii) otherwise considered punitive in nature.    

    “FAA” means the U.S. Federal Aviation Administration.

    “FAI” has the meaning set forth in Section 6.4.

    “FCPA” has the meaning set forth in Section 6.7.

    “Fixed Cost per Unit” means an amount equal to the [*****], which Fixed Cost per Unit shall [*****].    

    “Force Majeure Event” means any act or event that prevents the affected Party from performing its obligations in accordance with this Agreement, if such act or event is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party has been unable to overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing conditions, “Force Majeure Event” shall include without limitation the following acts or events: (a) natural phenomena, such as storms, hurricanes, floods, lightning and earthquakes; (b) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (c) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, terrorist acts, or rebellion; (d) pandemics, epidemics or other public health emergencies, including the COVID-19 global pandemic; (e) strikes or labor disputes; (f) shortages or inability to obtain materials, components, energy, manufacturing facilities or transportation and (g) action by a Governmental Authority, including a moratorium on any activities related to this Agreement. Notwithstanding anything to the contrary stated in this definition or this Agreement, neither the imposition or charging of any Extraordinary Tariffs nor any other additional import fees, trade duties or charges shall constitute a Force Majeure Event. Notwithstanding anything to the contrary, in light of the COVID-19 pandemic, the effects of which cannot be foreseen, the Parties agree that TOYOTA shall be entitled to an equitable extension of time to deliver the Products and appropriate additional compensation to the extent TOYOTA’s delivery or performance, or the delivery or performance of its suppliers and/or subcontractors, is in any way delayed, hindered or otherwise affected by the COVID-19 pandemic.

“Global Supply Team” has the meaning set forth in Section 4.4.

“Governmental Contracting Requirement(s)” has the meaning set forth in Section 5.4(a).

“Governmental Approval” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority.

    “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Governmental Authority” means any (i) federal, provincial, municipal or local government, whether domestic or foreign, (ii) any department, commission, board, agency, bureau, or other administrative, regulatory or judicial body of any such government, or (iii) any quasi-governmental or private body exercising any regulatory, rule-making, expropriation, taxing or other governmental or quasi-governmental authority.

    “Indemnified Party” has the meaning set forth in Section 10.3.

    “Indemnifying Party” has the meaning set forth in Section 10.3.

    “Interest Rate” means LIBOR per annum (based on 360-days per year and simple, rather than compounded, interest, which shall accrue until paid); provided that upon the cessation of publication of LIBOR (currently anticipated to occur on June 30, 2023), Interest Rate shall mean the Secured Overnight Financing Rate (or such alternative interest rate benchmark as mutually agreed by the Parties).

    “ITAR” has the meaning set forth in Section 6.6(a).

    “Items” has the meaning set forth in Section 6.6(a).

    “JAMS” has the meaning set forth in Section 13.8(b).

    “JOBY” has the meaning set forth in the preamble to this Agreement.

    “Joby Entity” means any of Joby Aviation, Inc., a Delaware corporation, Joby Aero and any of their respective direct or indirect subsidiaries or controlled or commonly controlled Affiliates.

    “Liabilities” has the meaning set forth in Section 10.1.

    “Logistics Fees” has the meaning set forth in Section 8.2.

    “Measurement Period” means each six-month period during the Term following the expiration of the Startup Period, with the first Measurement Period commencing on January 1, 2024.    

[*****].

    “MOU” means that certain Memorandum of Understanding, entered into on February 23, 2021, between Toyota Motor Corporation and Joby Aero, Inc.

[*****].

“Notice of Dispute” has the meaning set forth in Section 13.8(a).    

    “OECD Convention” has the meaning set forth in Section 6.7.

    “Person” means any individual, partnership, corporation, limited liability company, trust, joint venture, association, unincorporated organization, governmental entity (or any department, agency or political subdivision thereof) or any other entity.

    “Place of Delivery” has the meaning set forth in Section 4.1.

“Point of Origin” means, with respect to a Product, the respective address listed on the applicable Product Addendum for such Product, or such other location as mutually agreed by Joby Aero and TOYOTA in respect of a particular Purchase Order.

    “Pre-Identified Tools and Equipment” means with respect to a Product, the Tools & Equipment set forth on the applicable Product Addendum with respect to such Product.

    “Price Change Notice” has the meaning set forth in Section 8.1(b)(ii).    

    “Product Price” means, with respect to a Product, [*****].    

    “Products” means each part/product for which a Product Addendum has been entered into between the Parties.

    “Product Addendum” means a product addendum to be entered into between the Parties in respect of each part/product (or set of related parts/products) to be manufactured and supplied by TOYOTA to Joby Aero pursuant to the terms of this Agreement, in the form of Exhibit A to this Agreement, detailing, among other things, the manufacturing specifications, pricing (including Logistics Fee), quantity (and Baseline Quantity), applicable lead times, order schedule, Pre-Identified Tools & Equipment (and associated cost) for each such part/product.

    “Product Warranty” means the product warranty applicable to each Product, the warranty terms of which are set forth in Exhibit D.

    “Prototype Parts” means those Products designated as Prototype Parts in the applicable Product Addendum.

    “Prototype Parts Addendum” means a Product Addendum for Prototype Parts.

    “Purchase Order” has the meaning set forth in Section 3.3(a).

    “Purchase Order Acknowledgement” has the meaning set forth in Section 3.3(d).

    “Quality Assurance Agreement” has the meaning set forth in Section 6.2.

    “Quality Records” means all manufacturing records generated throughout the supply chain including, but not limited to, inspection and test records, calibration records, supplier records, special process certifications, and material review board records.

     “R&D” means research and development activities.

    “Remaining Depreciation” means with respect to a Product, [*****].

    “Remaining Projected Volume” means, as of the date of determination, [*****].

“Sales Tax” means the sales tax, goods and/or services tax, value-added tax, harmonized sales tax, stamp tax, tariffs, duties and similar governmental charges and levies arising from the sale and importation of the Products, including any Extraordinary Tariffs.

    “Semi-Annual Six-Month Forecast” has the meaning set forth in Section 3.2.    

    “Specifications” has the meaning set forth in Section 5.1(a).

“Startup Period” means the period from the Effective Date through and including [*****].    

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof having the power to govern or elect members of the applicable governing body of such entity is at the time owned or controlled, directly or indirectly, by that Person or one or more subsidiaries of that Person or a combination thereof; and the term “Subsidiary” with respect to any Person shall include all subsidiaries of each subsidiary of such Person.

    “TOYOTA” has the meaning set forth in the preamble to this Agreement.

    “TOYOTA Indemnified Parties” has the meaning set forth in Section 10.1.

    “TOYOTA Quality Records” has the meaning set forth in Section 6.4.

    “Total Fixed Costs” means the total research and development costs incurred by TOYOTA in respect of such Product plus the total purchase price [*****].

    “Term” has the meaning set forth in Section 9.1.

    “Tools & Equipment” has the meaning set forth in Section 7.1(a).

    [*****].

    “Unit” means, with respect to a Product, the individually identifiable Aircraft part referenced in the applicable Product Addendum as the Product.

    “Unrecouped Costs” for a Product for the Startup Period or [*****].

1.2Titles and Headings. Titles and headings to Articles and Sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

1.3Interpretation. As used in this Agreement: (a) the words “herein,” “hereunder” and “hereof” refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; (b) the words “including,” “includes” and “include” mean “including (or includes or include) without limitation”; (c) all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made; and (d) the singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa unless the context otherwise clearly requires. Defined terms are capitalized throughout this Agreement.

1.4Exhibits and Appendices. The following Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes:

Exhibit A Form of Product Addendum Exhibit B Form of Purchase Order

Exhibit C    Form of Purchase Order Acknowledgement

        Exhibit D    Limited Product Warranty Terms

        Exhibit E    Quality Assurance Agreement

        Exhibit F    Engineering Change Notice Process    

        Exhibit G    Prototype Parts Terms and Conditions     

1.5Integration; Order of Precedence. All Product Addendums and all Purchase Orders issued by Joby Aero and all Purchase Order Acknowledgments issued by TOYOTA during the Term are subject to the terms and conditions of this Agreement, except to the extent otherwise noted below. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Product Addendum, Purchase Order, Purchase Order Acknowledgment or other document regarding the subject matter of the Agreement, the conflict or inconsistency shall be resolved by giving precedence in the following order:

(1)    This Agreement (including Exhibits D, E and F); provided that (i) if a Product Addendum expressly states that it supersedes a particular provision of this Agreement (or of Exhibits D, E or F) then such Product Addendum shall control with respect to, but only with respect to, such superseded provision, and (ii) in the case of Prototype Parts, the terms and conditions set forth in Exhibit G (and any associated Prototypes Parts Addendum) shall control in all respects;

(2)    Subject to the proviso in paragraph (1) above, the Product Addendum in respect of a particular Product, but only with respect to such particular Product;

(3)    Terms as to identities and quantities of Products, required delivery date(s) and destination(s), and other terms mutually agreed by the Parties expressly stated on the face of a Confirmed Purchase Order. Any preprinted provisions on a Purchase Order different from or in addition to those set forth in Exhibit B are expressly rejected and shall be null and void and of no force and effect; and

(4)    Any other documents incorporated by reference or referenced in this Agreement.

2.1Sale of the Products. This Agreement sets forth the terms and conditions pursuant to which TOYOTA agrees to manufacture, sell, and deliver, and Joby Aero agrees to purchase and receive, Products at the applicable Contract Price; provided, that the sale of Prototype Parts shall be governed exclusively by the terms set forth in Exhibit G (and any associated Prototype Parts Addendum).

2.2Exclusivity. During the Term, TOYOTA shall be the exclusive supplier of the Products to the JOBY Entities for all purposes other than (i) [*****] or (ii) [*****]; provided, however, that with respect to clause (ii), JOBY, or any applicable JOBY Entity, shall give TOYOTA [*****] prior written notice of [*****] or where [*****] is not possible, as much notice as possible for TOYOTA to determine whether to authorize [*****]. TOYOTA shall notify JOBY within [*****] of such notice if TOYOTA authorizes (a) [*****] or (b) JOBY needs to source Products from a third party. Both JOBY and TOYOTA will endeavor to provide their notice earlier than as set forth herein whenever practicable.

(a)Without limiting the generality of the foregoing, Joby Aero shall not (and shall ensure that each Joby Entity does not), during the Term [*****]; provided, that in the event (and only to the extent) that [*****]. Nothing in this Agreement should be interpreted as precluding JOBY from directly or indirectly [*****].

3.1Purchase Quantity. Subject to the terms and conditions of this Agreement, during the Term, Joby Aero agrees to use good faith, commercially reasonable efforts to purchase from TOYOTA, and TOYOTA agrees to supply to Joby Aero, the total quantity of Products (per Product) set forth on the Product Addendum for such Product (the “Baseline Quantity”) in each case, (i) on the order schedule per Product (subject to the applicable TOYOTA delivery lead time) set forth on the Product Addendum for such Product and (ii) at the price per Product established pursuant to Section 8.1; provided, that with respect to [*****] shall be unconditionally and absolutely obligated to purchase [*****].

3.2Forecasting. Upon the execution of this Agreement, and: (a) [*****]; and (b) each [*****] during the Term, Joby Aero shall submit to TOYOTA a forecast stating the [*****].

3.3Purchase Orders.

(a)Submission of Purchase Orders. For each order of Products by Joby Aero, Joby Aero shall submit a purchase order to TOYOTA in the form attached hereto as Exhibit B or such other form (in the case of Prototype Products, in the form of Schedule G to Exhibit G) as may be adopted during the Term by the mutual written agreement of the Parties, including by written agreement of each Party’s members of the Global Supply Team (each, a “Purchase Order”). Each Purchase Order shall specify the Products ordered, the required delivery date(s) (subject to the lead times set forth on the Product Addendum for such Product), and the quantities of each Product ordered. Joby Aero will issue its first Purchase Order for each Product upon execution of the Product Addendum for such Product. Subject to the foregoing, Joby Aero will issue one and only one Purchase Order each month on the fifth (5th) day of the month, unless TOYOTA has agreed in advance in writing to authorize Joby Aero to issue an additional Purchase Order at some other time. Joby Aero shall deliver Purchase Orders to TOYOTA only by email to [*****] or such other email address as TOYOTA may provide to Joby Aero in writing from time to time. Each Purchase Order shall state that it is being made pursuant to, and shall incorporate by reference, the terms of this Agreement.

(b)Any automatic or computer-generated response to a Purchase Order by TOYOTA’s automated response system or otherwise shall not be deemed acceptance of a Purchase Order.

(c)No waiver or amendment of any of the terms and conditions of this Agreement shall be binding on either Party unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized representative of each Party. No representation, warranty, course of dealing, or trade usage not contained or expressly set forth herein will be binding on either Party.

(d)TOYOTA’s Purchase Order Acknowledgement. Within [*****] following TOYOTA’s receipt of a Purchase Order submitted by Joby Aero in compliance with the requirements of this Agreement, TOYOTA shall acknowledge and provide confirmation of TOYOTA’s acceptance of the Purchase Order by written notice via e-mail, or other mutually agreeable transmission, delivered to Joby Aero (in the form set forth as Exhibit C) (each, a “Purchase Order Acknowledgement”) [*****]. Purchase Orders that are accepted (or deemed accepted) by TOYOTA are referred to herein as “Confirmed Purchase Orders.” If TOYOTA returns a rejection within such [*****] period, the Purchase Order shall be canceled and of no force and effect and shall not be considered a Confirmed Purchase Order. If TOYOTA is not able to deliver Products in accordance with Joby Aero’s delivery date(s) as set forth in any Purchase Order (subject to the lead times set forth on the Product Addendum for such Product), TOYOTA may advance or delay the delivery date(s) by up to [*****] from Joby Aero’s specified delivery date(s) by providing written notice of such change in the affected Purchase Order Acknowledgement, and Joby Aero shall accept such modified delivery date(s) provided that any such delay may be made once only in respect of the relevant Purchase Order. Notwithstanding the foregoing, TOYOTA shall only reject a Purchase Order because (i) [*****], (ii) [*****], (iii) [*****], (iv) [*****], (v) [*****] or (vi) [*****] (as modified by the immediately preceding sentence, and subject to the lead times set forth on Product Addendum for such Product) due to either (A) a Force Majeure Event, including Joby Aero’s failure to timely provide JOBY Supplied Material necessary for the manufacture of the Product, (B) [*****], (C) TOYOTA does not have the manufacturing capability or capacity to manufacture the Product as a result of an Equipment Purchase Request Denial by Joby Aero, or (D) as of the date of Joby Aero’s submission of the Purchase Order, [*****].

(e)No Modification of Purchase Orders. Joby Aero shall have no right to cancel or change the Delivery Date or any other terms of a Confirmed Purchase Order, except to the extent approved in writing by TOYOTA.

4.1Delivery.

(a)TOYOTA shall arrange for the shipment of the Products by Carrier, CIP Incoterms 2020 (or the closest equivalent to CIP if CIP is not applicable to the method of transportation) to the destination (and by the method of transportation) set forth on the applicable Product Addendum (the “Destination”) in order for the Products to arrive on or before the delivery date(s) specified on each Purchase Order (subject to the lead times set forth on the Product Addendum for a Product), unless otherwise specified in the Purchase Order and acknowledged through the Purchase Order Acknowledgement. Such date(s) shall be the “Delivery Date(s)” specified in Joby Aero’s Purchase Order or TOYOTA’s Purchase Order Acknowledgement, if later, and is the “Delivery Date(s)” or “delivery date(s)” for all purposes under this Agreement. TOYOTA shall, at its sole cost and expense, properly pack and protect all Products in accordance with applicable industry standards and the requirements of this Agreement to prevent damage during transportation to the Destination.

(b)Products shall be delivered in accordance with TOYOTA’s standard lead times unless otherwise set forth in the applicable Product Addendum or agreed to in writing by the Parties. Shipment dates and lead times are approximate only and TOYOTA shall not be in breach of its obligations because of, any delivery made within a reasonable time before or after the stated delivery date. In addition, TOYOTA shall not be liable for any late delivery caused by the Carrier or failure of Joby Aero to provide any necessary JOBY Supplied Materials or information in a timely manner.

4.2Shipping Requirements. Shipments by TOYOTA or its subcontractors or agents must include packing sheets. Each packing sheet must include at a minimum the following: (a) TOYOTA’s name, address, phone number and TOYOTA code number; (b) Confirmed Purchase Order and item number; (c) ship date for the Products; (d) total quantity shipped and quantity in each container, if applicable; (e) legible packing slip number; (f) Product name (or nomenclature), (g) unit of measure; (h) “ship to” information if other than Joby Aero; (i) warranty data and certification, as applicable; (j) TOYOTA’s certification that Products comply with Confirmed Purchase Order requirements; and (k) applicable Harmonized Tariff Schedule codes. The shipping documents will describe the material according to the applicable classification or tariff rating. The total number of shipping containers will be referenced on all shipping documents. Originals of air way bills or bills of lading will be surrendered to the origin carrier at the time of shipment.

4.3Title and Risk of Loss. Title to and risk of loss for Products shipped pursuant to a Confirmed Purchase Order passes to Joby Aero upon delivery to the Carrier at the Point of Origin for the Product. Title and risk of loss shall pass from TOYOTA to Joby Aero at such point free of all liens or encumbrances of any kind other than those expressly created by this Agreement.

4.4Global Supply Teams. TOYOTA and Joby Aero shall form a team composed of representatives designated by each Party from the areas of manufacturing, supply chain management, business operations, and regulatory, (the “Global Supply Team”). The Global Supply Team shall develop and recommend common protocols, manuals and procedures as may be necessary to further the objectives of the Agreement, subject to the mutual approval and adoption by each of the Parties of any such protocols, manuals or procedures, in each Party’s discretion. Additionally, the Global Supply Team shall have monthly discussions regarding matters related to this Agreement, including manufacturing capacity, forecasts and delivery schedules for the Products, proposed changes to the Specifications, and any foreseeable or anticipated events or circumstances that could interrupt or delay either Party’s performance under this Agreement. For the avoidance of doubt, the Global Supply Team shall be established for coordination purposes only, and shall not have the authority to bind either party or modify, amend or waive any of the terms or conditions of this Agreement.

5.1Product Specifications.

(a)TOYOTA shall manufacture all Products supplied to Joby Aero in accordance with the Product specifications stated on the applicable Product Addendum for such Product (the “Specifications”), which Specifications shall include all Product designs, engineering and technical data, raw material specifications, quality requirements (consistent with the Quality Assurance Agreement), tooling, packaging design/specifications, and first article approval requirements. Joby Aero shall ensure that the Specifications provided to TOYOTA at all times conform to the approved design data and all other regulatory or Joby Aero requirements. Any changes to the Specifications that impact TOYOTA production shall be mutually agreed upon by TOYOTA and Joby Aero in accordance with the Engineering Change Notification (“ECN”) process set forth on Exhibit F; provided, however, that TOYOTA shall not be required to incur any additional production costs in connection with any changes to the Specifications unless Joby Aero agrees in advance to pay such additional production costs to TOYOTA.

(b)Joby Aero represents and warrants that neither the Specifications provided by JOBY nor TOYOTA’s manufacturing of the Products in accordance with the Specifications and sale thereof to Joby Aero violate, infringe upon or misappropriate the intellectual property rights of any other Person.

5.2Failure to Comply with Warranties. If any Product fails to comply with the Product Warranty, the remedies specified on Exhibit D apply.

5.3No Other Warranties. EXCEPT FOR THE PRODUCT WARRANTY OR AS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT, TOYOTA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE or NON-INFRINGEMENT. NO EXTENSION OF SUCH WARRANTY WILL BE BINDING UPON TOYOTA, UNLESS SET FORTH IN WRITING AND SIGNED BY TOYOTA OR IT’S AUTHORIZED REPRESENTATIVE. Any liability of TOYOTA under this Section 5.3 is subject to the provisions of Article XI (Limitation of Liability).

5.4[*****]; No Separate Resale of Products.

(a)Joby Aero agrees that no Joby Entity shall, [*****]. Joby Aero further agrees that neither Joby Aero nor any other Joby Entity shall enter into any contract, agreement or other arrangement (or to take or to omit to take any other action) without Toyota’s consent that would subject TOYOTA or any of its Affiliates or their respective suppliers to [*****] unless, in each case, TOYOTA or such Affiliate or supplier is already required to [*****]. In all cases and without limiting the restrictions set forth above in this Section 5.4(a), Joby Aero shall provide TOYOTA with at least [*****] advanced written notice prior to any Joby Entity entering into any contract, agreement or other arrangement [*****] that (1) may [*****] or (2) could [*****]. Additionally, subject to applicable laws and its contractual obligations of a confidential nature, Joby Aero shall provide TOYOTA with at least [*****] advanced notice, or where [*****] is not possible, as much notice as practicable, prior to any Joby Entity entering into any contract or other agreement, (or otherwise providing any goods or services) that; (1) [*****] or (2) [*****].

(b)Further, Joby Aero agrees to notify TOYOTA [*****] if JOBY receives any formal or informal communication [*****] indicating or proposing that [*****]. Joby Aero agrees that it will not deliver, disclose, or otherwise provide any intellectual property of TOYOTA to [*****].

(c)Joby Aero agrees not to resell the Products in any manner other than as integrated components of the Aircraft (or as replacement parts for integrated components of the Aircraft) without the prior written consent of TOYOTA.

6.1JOBY’s Right to Inspect. Joby Aero shall have the right to inspect all Products upon receipt and may reject any nonconforming Products (and shall reject any nonconforming Products for which Joby Aero identifies any manufacturing defect) within [*****] after such Products have been received by Joby Aero. If Joby Aero fails to reject any Products within such [*****] inspection period by written notice to TOYOTA,[*****]. For clarity, payment for the Products delivered or inspected by Joby Aero shall not constitute an unconditional acceptance of the Products and shall not relieve TOYOTA of any warranty or other obligation hereunder.

6.2Performance Standards. TOYOTA shall at all times adhere to the agreed upon joint TOYOTA and JOBY Quality Assurance Agreement attached hereto as Exhibit E (the “Quality Assurance Agreement” or “QAA”). Should TOYOTA fail to meet the requirements of the QAA, Joby Aero will notify TOYOTA of the deficiency and require corrective action.

6.3Inspection. TOYOTA hereby grants to Joby Aero and Government Authorities having aviation authority the right to inspect those TOYOTA facilities pertaining to the supply of the Products during operating hours to review progress and performance with respect to production, schedule and quality under any Confirmed Purchase Order, provided that Joby Aero shall not unreasonably interfere with TOYOTA’s business operations. Any Joby Aero representative shall be allowed access to all areas used for the performance of the Agreement. Such access shall be subject to TOYOTA’s reasonable safety, site security and proprietary information protection requirements, as well as any requirements of any Governmental Authority regarding admissibility and movement of personnel on the premises of TOYOTA. Joby Aero shall notify TOYOTA in writing at least three (3) weeks prior to any visit (unless an urgent need requires less than three (3) weeks’ notice) and a TOYOTA representative may accompany Joby Aero and be present during such visit. Such notice shall contain the names, citizenship and positions of the visiting personnel and the duration and purpose of such visit. TOYOTA shall use commercially reasonable efforts to flow down the obligations of this Section 6.3 to its suppliers.

6.4Retention of Records. TOYOTA shall maintain, and have available on a timely basis, Quality Records created or received by Toyota that are traceable to the conformance of the Products delivered to Joby Aero (“TOYOTA Quality Records”), and by flow-down of this requirement shall require its suppliers of items pertinent to the conformance of the Products to maintain and have available on a timely basis their Quality Records. TOYOTA shall make its TOYOTA Quality Records available to Governmental Authorities having aviation authority and Joby Aero’s authorized personnel. TOYOTA shall retain such TOYOTA Quality Records as required by the QAA (with the retention period described in the QAA commencing with respect to each Product upon the date of delivery of such Product). At the expiration of such period and prior to any disposal of TOYOTA Quality Records, TOYOTA will notify Joby Aero of TOYOTA Quality Records to be disposed of and Joby Aero reserves the right to request delivery of such records. In the event Joby Aero chooses to exercise this right, TOYOTA shall promptly deliver such records to Joby Aero, at Joby Aero’s cost, on media agreed to by both Parties. TOYOTA will flow-down this requirement to its suppliers of items pertinent to the conformance of the Products.

6.5Regulatory Approval. If required, TOYOTA will be authorized for "Direct Ship Authorization" (DSA) to perform shipment of Joby Aero Product to a third party. The production approval will remain with Joby Aero and the DSA will be delegated to TOYOTA allowing TOYOTA to perform the final inspection and issue a Joby Certificate of Conformance on Joby Aero’s behalf by a Joby Aero Delegated Final Inspection function to a TOYOTA qualified inspector.

6.6Import/Export

(a)In performing the obligations of this Agreement, both Parties will comply with all applicable export, import and sanctions laws, regulations, orders, and authorizations, as they may be amended, from time to time, applicable to the export (including re-export) or import of goods, software, technology, or technical data (“Items”) or services, including without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, “Export/Import Laws”).

(b)Without prejudice to the CIP delivery terms provided in Section 4.1(a), under which JOBY is responsible for the import of the Products into their country of destination, each Party shall obtain, at its cost (subject to the next sentence), all export authorizations which are required under the Export/Import Laws in order for such Party to deliver from their respective Point of Origin to their respective Destination any Products, materials, Specifications or other items that such Party is to deliver under this Agreement. Each Party shall reasonably cooperate and exercise reasonable efforts at its own expense to support the other Party in obtaining any necessary licenses or authorizations required to perform its obligations under this Agreement. Reasonable cooperation shall include providing reasonably necessary documentation, including import, end-user and retransfer certificates. The Party providing Items or services under this Agreement shall, upon request, notify the other Party of the Items or services’ export classification (e.g. the Export Control Classification Numbers or U.S. Munitions List (USML) category and subcategory) as well as the export classification of any components or parts thereof if they are different from the export classification of the Item at issue. The Parties acknowledge that this representation means that an official capable of binding the Party providing such Items or services knows or has otherwise determined the proper export classification. Each Party agrees to reasonably cooperate with the other in providing, upon request of the other Party, documentation or other information that supports or confirms this representation.

(c)In addition, each Party shall (i) comply with all applicable country laws relating to anti-corruption or anti-bribery, including but not limited to legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” (the “OECD Convention”) or other anti-corruption/anti-bribery convention; (ii) comply with the requirements of the Foreign Corrupt Practices Act, as amended (15 U.S.C. §§78dd-1, et, seq.) (the “FCPA”), regardless of whether such Party is within the jurisdiction of the United States; and (iii) neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.

6.7Regulatory Alerts.