Tesla, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 3rd, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
Tesla, 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 3,086,419 shares, par value $0.001, of common stock (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 462,962 additional shares (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”.
Tesla, Inc.Underwriting Agreement • May 3rd, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York
Tesla, 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 $1,600,000,000 principal amount of its 2.00% convertible senior notes due 2024 (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 $240,000,000 additional principal amount of 2.00% convertible senior notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collecti
TESLA, INC. WAIVER OF REGISTRATION RIGHTS DATED AS OF MAY 1, 2019Waiver of Registration Rights • May 3rd, 2019 • Tesla, 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, 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.
