Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • June 2nd, 2011 • 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 Goldman, Sachs & Co. (“you” or the “Underwriter”) an aggregate of [5,300,000] shares, par value $0.001 (“Stock”) of the Company (the “Firm Shares”) and, at your election, up to [795,000] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
TESLA MOTORS, INC. WAIVER OF REGISTRATION RIGHTS DATED AS OF MAY 22, 2011Waiver of Registration Rights • June 2nd, 2011 • Tesla Motors Inc • Motor vehicles & passenger car bodies
Reference is hereby made to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, as amended to date (the “Investors’ Rights Agreement”), by and among Tesla Motors, Inc., a Delaware corporation (the “Company”) and the investors named therein (which investors include each of the undersigned Holders of Registrable Securities). All capitalized terms used in this Waiver of Registration Rights (this “Waiver”) have the meanings ascribed to such terms in the Investors’ Rights Agreement unless otherwise defined herein. This Waiver shall be dated as of the date on which the Company or its agents receive the last signed counterpart signature page hereto necessary to give effect to the actions contemplated hereby.
