Common use of NOW, THEREFORE, BE IT RESOLVED Clause in Contracts

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: TESLA MOTORS, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned: HOLDERS: XXXX XXXX By: /s/ Xxxx Xxxx Name: Xxxx Xxxx This Waiver is hereby acknowledged and agreed on behalf of the undersigned:

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. [Signature page immediately follows] This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: TESLA MOTORSTESLA, INC. By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Chief Financial Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned: HOLDERS: XXXX XXXX By: /s/ Xxxx Xxxx Name: Xxxx Xxxx This Waiver is hereby acknowledged and agreed on behalf of the undersigned:

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: TESLA MOTORSTESLA, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned: HOLDERS: XXXX XXXX By: /s/ Xxxx Xxxx Name: Xxxx Xxxx This Waiver is hereby acknowledged and agreed on behalf of the undersigned:

NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: TESLA MOTORSTESLA, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned: HOLDERS: XXXX XXXX By: /s/ Xxxx Xxxx Name: Xxxx Xxxx This Waiver is hereby acknowledged and agreed on behalf of the undersigned:: HOLDERS: XXXX XXXX REVOCABLE TRUST DATED JULY 22, 2003 By: /s/ Xxxx Xxxx Name: Xxxx Xxxx