Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • June 15th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.001 (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of up to [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Unde
TESLA MOTORS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TESLA MOTORS, INC. AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • June 15th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
THIS AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of June 14, 2010 by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), certain of the Series A stockholders listed on Exhibit A thereto (the “Series A Stockholders”), certain of the Series B stockholders listed on Exhibit B thereto (the “Series B Stockholders”), certain of the Series C stockholders listed on Exhibit C thereto (the “Series C Stockholders”), certain of the Series D stockholders listed on Exhibit D thereto (the “Series D Stockholders”), certain of the Series E stockholders listed on Exhibit E thereto (the “Series E Stockholders”) and certain of the Series F stockholders listed on Exhibit F thereto (the “Series F Stockholders”). Capitalized terms not defined herein have the meanings set forth in that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, as amended (the “Rights Agreement”).
EXHIBIT A TESLA MOTORS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 15th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
