Amendment No. 3 to the Letter Agreement - New United Motor Manufacturing, Inc.



 Exhibit 10.5 
 From: jdidonato@huronconsultinggroup.com [mailto:jdidonato@huronconsultinggroup.com] 
 Sent:
Friday, October 08, 2010 6:40 PM 
 To: diarmuid@teslamotors.com Cc: mike@teslamotors.com; KMcKenzie@nummi.com; [Email address intentionally
omitted.]; jbeard@huronconsultinggroup.com; PAitelli@mofo.com; HKang@mofo.com; MSteel@mofo.com; 
 mike@teslamotors.com; Halpern, Sheldon;
deepak@teslamotors.com; Reed, Leslie D.; 
 james@teslamotors.com 
 Subject: RE: TESLA - Extension 
 Diarmuid: 

Acknowledged, 
 John 

From: Diarmuid O’Connell [mailto:diarmuid@teslamotors.com] 
 Sent: Friday, October 08, 2010 9:37 PM 
 To: John DiDonato 

Cc: Mike Taylor; KMcKenzie@nummi.com; [Email address intentionally omitted.]; Jeffrey Beard; 
 PAitelli@mofo.com; HKang@mofo.com; MSteel@mofo.com; Mike Taylor; Halpern, Sheldon; 
 Deepak Ahuja;
Reed, Leslie D.; James Chen 
 Subject: RE: TESLA - Extension 
 John - 
 Acknowledged and agreed. 
 Diarmuid 
 From: jdidonato@huronconsultinggroup.com
[mailto:jdidonato@huronconsultinggroup.com] 
 Sent: Friday, October 08, 2010 6:12 PM 

To: Diarmuid O’Connell 
 Cc: Mike Taylor;
KMcKenzie@nummi.com; [Email address intentionally omitted.]; jbeard@huronconsultinggroup.com; PAitelli@mofo.com; HKang@mofo.com; MSteel@mofo.com 

Subject: TESLA - Extension 
 Diarmuid:








 Please acknowledge and agree to the below by return email: 

Re: Letter Agreement dated May 26, 2010 by and between New United Motor Manufacturing, Inc., a California corporation (“Seller”), and
Tesla Motors, Inc., a Delaware corporation (“Buyer”) (the “Original Letter Agreement”), as amended by that certain Amendment No. 1 to Letter Agreement dated June 15, 2010 (“Amendment No. 1” ), as amended
by that certain e-mail agreement extending the Closing Date dated October 1, 2010 (“Amendment No. 2”, and together with the Original Letter Agreement and Amendment No. 1, the “Letter Agreement”). Except as
otherwise defined herein, all capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Letter Agreement. 
 The parties hereby agree that the Closing Date, as originally defined in Section 4(a) of the Original Letter Agreement, is hereby amended such that the Closing Date shall be October 13, 2010, or
such other earlier date as Buyer and Seller may mutually agreed upon in writing. Nothing in this paragraph shall be construed as Seller waiving any rights or remedies Seller may have under the Letter Agreement in the event Buyer fails to consummate
the Closing by the Closing Date or that Seller is agreeing in advance to an extension of the Closing Date beyond the extension provided in this paragraph. 
 John C. DiDonato 
 President and Chief Restructuring Officer 

NUMMI 
 Cell phone: [Intentionally omitted.]

 Email address: jdidonato@huronconsultinggroup.com 
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