Tesla Motors, Inc. Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 27th, 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 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 Selling Stockholders 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
TESLA MOTORS, INC. AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
THIS AMENDMENT (this “Amendment”) to that certain Registration Rights Agreement, dated as of January 20, 2010 (the “Rights Agreement”), by and between Tesla Motors, Inc., a Delaware corporation (the “Company”), and the United States Department of Energy (“DOE”), is entered into effective as of May 21, 2010 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
DOE (ATV) TESLA MOTORS, INC.Note Purchase Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
NOTE PURCHASE AGREEMENT made as of January 20, 2010, by and among the FEDERAL FINANCING BANK (“FFB”), a body corporate and instrumentality of the United States of America, TESLA MOTORS, INC. (the “Borrower”), a corporation organized and existing under the laws of the State of Delaware, and the SECRETARY OF ENERGY (the “Secretary”).
Supplemental ZEV Credits AgreementCredits Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This Supplemental ZEV Credits Agreement (“Supplemental Agreement”) is made as of the 20th day of March 2009, between American Honda Motor Co., Inc., with its principal offices at 1919 Torrance Boulevard, Torrance, California 90501-1486 (“Honda”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) (Honda and Tesla are individually a “Party” and together the “Parties”).
ZEV Credits AgreementZev Credits Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • California
This ZEV Credits Agreement (“Agreement”) is made this 12th day of February 2009, between and American Honda Motor Co., Inc., with its principal offices at 1919 Torrance Boulevard, Torrance, California 90501-1486 (“Honda”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) (Honda and Tesla are individually a “Party” and together the “Parties”).
TESLA MOTORS, INC. AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
THIS AMENDMENT (this “Amendment”) to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009 (the “Rights Agreement”), by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), and the Series A stockholders listed on Exhibit A thereto (the “Series A Stockholders”), the Series B stockholders listed on Exhibit B thereto (the “Series B Stockholders”), the Series C stockholders listed on Exhibit C thereto (the “Series C Stockholders”), the Series D stockholders listed on Exhibit D thereto (the “Series D Stockholders”), the Series E stockholders listed on Exhibit E thereto (the “Series E Stockholders”) and the Series F stockholders listed on Exhibit F thereto (the “Series F Stockholders”), is entered into effective as of May 20, 2010 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
TESLA MOTORS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
This Registration Rights Agreement (the “Agreement”) is made as of January 20, 2010, by and between Tesla Motors, Inc., a Delaware corporation (the “Company”) and the United States Department of Energy (“DOE”).
PLEDGE AND SECURITY AGREEMENT made by TESLA MOTORS, INC. and any of its Subsidiaries that becomes a Grantor hereunder in favor of MIDLAND LOAN SERVICES, INC. as Collateral Trustee Dated as of January 20, 2010Pledge and Security Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 20, 2010 (this “Agreement”), made by TESLA MOTORS, INC., a Delaware corporation (the “Borrower”), and each of the SUBSIDIARIES OF THE BORROWER listed on the signature pages hereof or that becomes a party hereto as provided herein (collectively with the Borrower, the “Grantors”), in favor of MIDLAND LOAN SERVICES, INC., a Delaware corporation, as collateral trustee (in such capacity, the “Collateral Trustee”) under the Collateral Trust Agreement, dated as of January 20, 2010 (as amended, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), among the Borrower, the Subsidiaries of the Borrower parties thereto and the Collateral Trustee.
SETTLEMENT AGREEMENTSettlement Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This Settlement Agreement (this “Agreement”), dated as of May 20, 2010, is entered into by and among Tesla Motors, Inc. (the “Company”), Resolute Partners, L.P. (“Resolute”), Michael Dubilier (“Dubilier”) and Randolph Street Investment Partners, L.P.-2006 DIF (“Randolph” and together with Resolute and Dubilier, the “Investors”). Each of the parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties”.
ContractTesla Motors Inc • May 27th, 2010 • Motor vehicles & passenger car bodies • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Second Supplemental ZEV Credits AgreementCredits Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This Second Supplemental ZEV Credits Agreement (“Second Supplemental Agreement”) is made this 8th day of February, 2010, between American Honda Co., Inc., with its principal offices at 1919 Torrance Boulevard, Torrance, California 90501-1486 (“Honda”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) (Honda and Tesla are individually a “Party” and together the “Parties”).
Addendum to ZEV Credits AgreementCredits Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This Addendum to the ZEV Credits Agreement (“Agreement”) (“Addendum”) is made this 20th day of February 2009, between and American Honda Co., Inc., with its principal offices at 1919 Torrance Boulevard, Torrance, California 90501-1486 (“Honda”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) (Honda and Tesla are individually a “Party” and together the “Parties”). All defined terms in the Agreement have the same meaning in this Addendum.
TESLA MOTORS, INC. FORM OF AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • May 27th, 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 [ ], 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”), certain of the Series F stockholders listed on Exhibit F thereto (the “Series F Stockholders”), and Toyota Motor Corporation (“Toyota”). 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
LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT between TESLA MOTORS, INC. and UNITED STATES DEPARTMENT OF ENERGY dated January 20, 2010Intercompany Subordination Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT, dated January 20, 2010 (this “Agreement”), between the UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America (“DOE”) and TESLA MOTORS, INC. (the “Borrower”), a corporation organized under the laws of Delaware.
May 26, 2010Letter Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies
This letter agreement (“Letter Agreement”) sets forth the terms and conditions under which Tesla Motors, Inc. (“Tesla” or “Buyer”) will purchase and New United Motor Manufacturing, Inc. the owner of the referenced property, or its designee, (“NUMMI” or “Seller”), will sell certain real property (land and improvements thereon) commonly known as the NUMMI manufacturing plant in Fremont, California, as follows:
TESLA MOTORS, INC. Common Stock Purchase Agreement May 20, 2010Common Stock Purchase Agreement • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • Delaware
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Purchaser”), that number of shares of common stock, par value $0.001 share (the “Common Stock”), of the Company as determined pursuant to the calculation set forth in Section 1(a) below (the “Shares”). The issuance and sale to the Purchaser of the Shares is to be consummated immediately subsequent to the closing of the issuance and sale of shares of Common Stock by the Company pursuant to an Underwriting Agreement to be entered into by and among the Company, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., as representatives of the several Underwriters (the “Underwriters”) named therein, to the Underwriters in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-164593), immediately prior to, or upon, the closing of which all of the outstanding s
GUARANTEE made by certain Subsidiaries of TESLA MOTORS, INC. in favor of UNITED STATES DEPARTMENT OF ENERGY FEDERAL FINANCING BANK and THE HOLDERS OF THE NOTES DESCRIBED HEREIN Dated as of January 20, 2010Guarantee • May 27th, 2010 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
GUARANTEE, dated as of January 20, 2010 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the United States Department of Energy (“DOE”), the Federal Financing Bank, an instrumentality of the United States government created by the Federal Financing Bank Act of 1973 that is under the general supervision of the Secretary of the Treasury (“FFB”), and each holder from time to time of the Notes (as hereinafter defined) issued pursuant to the Note Purchase Agreement (as hereinafter defined).
