|
Explanation of Responses:
|
|
(
1)
|
Outstanding shares of the common stock of the Issuer were converted into the right to receive 0.110 shares of Tesla common stock for each share of the Issuer's common stock issued and outstanding, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement.
|
|
(
2)
|
These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
|
|
(
3)
|
These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.
|
|
(
4)
|
These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
|
|
(
5)
|
These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
|
|
(
6)
|
These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC.
|
|
(
7)
|
These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
|
|
(
8)
|
These shares are owned directly by the J. Fisher and J Caldwell Living Trust of which the reporting person is a co-trustee.
|
|
(
9)
|
Represents 177,612 shares held of record by Draper Associates, L.P., 160,396 shares held of record by Draper Associates Riskmasters Fund, LLC, and 61,375 shares held of record by Draper Associates Riskmasters Fund III, LLC.
|
|
(
10)
|
John H.N. Fisher is a member of the issuer's board of directors. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Draper Fisher Jurvetson Fund IX, L.P. (Fund IX) and Draper Fisher Jurvetson Fund X, L.P. (Fund X) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners IX, LLC invests lockstep alongside Fund IX. Draper Fisher Jurvetson Partners X, LLC invests lockstep alongside Fund X. Draper Associates, L.P. (DALP) invests lockstep alongside Fund IX and Fund X.
|
|
(
11)
|
The General Partner of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Draper Associates Riskmasters Fund, LLC (DARF) and Draper Associates Riskmasters Fund III, LLC (DARFIII) invest lockstep alongside Fund IX and Fund X, instead and in place of DALP beginning June 2010.
|
|
(
12)
|
The Managing Member of DARF and DARFIII is Timothy C. Draper. John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler and Mark W. Bailey. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
|
|
(
13)
|
Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
|
|
(
14)
|
Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
|
|
(
15)
|
These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
|
|
(
16)
|
These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.
|
|
(
17)
|
These shares are owned directly by John Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
|
|
(
18)
|
These shares are owned directly by JHNF Investment LLC. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
|
|
(
19)
|
These shares are owned directly by the Fisher/Caldwell 2012 Irrevocable Children's Trust U/A/D 6-12-12 of which the reporting person is a co-trustee. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
|
|
(
20)
|
These shares are held by the reporting person as custodian for a minor child.
|
|
(
21)
|
Outstanding stock options and restricted stock unit awards ("RSUs") of the Issuer were assumed by Tesla and automatically converted into corresponding equity incentive awards on common stock of Tesla in accordance with the Merger Agreement.
|