Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 20th, 2013 • 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 “Underwriters”) an aggregate of 3,393,793 shares, par value $0.001 (“Stock”) of the Company (the “Firm Shares”) and, at your election, up to 509,069 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.Underwriting Agreement • May 20th, 2013 • 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 $600,000,000 principal amount of its 1.50% convertible senior notes due 2018 (the “Firm Securities”), which shall be convertible into cash or a combination of cash and shares of Common Stock of the Company, par value $0.001 (“Stock,” and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $60,000,000 additional principal amount of 1.50% convertible senior notes due 2018 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein coll
TESLA MOTORS, INC. SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 20th, 2013 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
THIS SIXTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of May 15, 2013 by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), and the Elon Musk Revocable Trust dated July 22, 2003 (the “Purchaser”), and certain other holders of the Company’s capital stock (the “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”).
TESLA MOTORS, INC. WAIVER OF REGISTRATION RIGHTS DATED AS OF MAY 14, 2013Waiver of Registration Rights • May 20th, 2013 • 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.
