Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 25th, 2016 • 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 6,519,656 shares and, at the election of the Underwriters, up to additional shares, par value $0.001, of common stock (“Stock”) of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 2,782,670 shares of Stock. The aggregate of 9,302,326 shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of up to 1,395,348 additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
