# embedding_metadata

key: chroma:document
string_value:
Agreement.
10.
Counterparts
.		This	Amendment	may	be	executed	by	one	or	more	of	the	parties	to	the	Amendment	on	any
number	of	separate	counterparts	and	all	of	said	counterparts	taken	together	shall	be	deemed	to	constitute	one	and	the
same	instrument.		Delivery	of	an	executed	counterpart	of	a	signature	page	to	this	Amendment	by	facsimile	(transmitted	by
telecopier	or	by	email)	shall	be	effective	as	delivery	of	a	manually	executed	counterpart	of	this	Amendment.
	
Remainder	of	page	left	intentionally	blank
4


key: chroma:document
string_value:
IN	WITNESS	WHEREOF,	the	parties	have	caused	this	Amendment	to	be	duly	executed	and	delivered	by	their	duly
authorized	signatories	as	of	the	date	first	above	written.
	
LML	2018	WAREHOUSE
SPV,	LLC,	as	Borrower
	
	
	
	
	
	
By:
	
/s/	Jeff	Munson
Name:
	
Jeff	Munson
Title:
	
President
	
	
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
DEUTSCHE	BANK	TRUST
COMPANY	AMERICAS,	as
Paying	Agent
	
	
	
	
	
	
By:
	
/s/	Rosemary
Cabrera
Name:
	
Rosemary	Cabrera
Title:
	
Associate
	
	
	
	
By:
	
/s/	William
Schwerdtman
Name:
	
William
Schwerdtman
Title:
	
Associate
	
	
	
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
DEUTSCHE	BANK	AG,
NEW	YORK	BRANCH,	as
Administrative	Agent,	as	a
Group	Agent	and	as	a
Committed	Lender
	
	
	
	
	
	
By:
	
/s/	Kevin	Fagan
Name:
	
Kevin	Fagan
Title:
	
Vice	President
	
By:
	
/s/	Katherine
Bologna
Name:
	
Katherine	Bologna
Title:
	
Managing	Director
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
CITIBANK,	N.A.,	as	a
Group	Agent	and	as	a
Committed	Lender
	
	
	
	
	
	
By:
	
/s/	Brian	Chin
Name:
	
Brian	Chin
Title:
	
Vice	President
	
CAFCO	LLC,	as	a	Conduit
Lender
	
By:
	
Citibank,	N.A.,	as
Attorney-in-Fact
	
	
	
	
	
	
By:
	
/s/	Brian	Chin
Name:
	
Brian	Chin
Title:
	
Vice	President
	
CHARTA	LLC,	as	a
Conduit	Lender
	
By:
	
Citibank,	N.A.,	as
Attorney-in-Fact
	
	
	
	
	
	
By:
	
/s/	Brian	Chin
Name:
	
Brian	Chin
Title:
	
Vice	President
	
CIESCO	LLC,	as	a	Conduit
Lender
	
By:
	
Citibank,	N.A.,	as
Attorney-in-Fact
	
	
	
	
	
	
By:
	
/s/	Brian	Chin
Name:
	
Brian	Chin
Title:
	
Vice	President
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
CRC	FUNDING	LLC,	as	a
Conduit	Lender
	
By:
	
Citibank,	N.A.,	as
Attorney-in-Fact
	
	
	
	
	
	
By:
	
/s/	Brian	Chin
Name:
	
Brian	Chin
Title:
	
Vice	President
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
CREDIT	SUISSE	AG,	NEW
YORK	BRANCH,	as	a
Group	Agent
	
	
	
	
	
	
By:
	
/s/	Kevin	Quinn
Name:
	
Kevin	Quinn
Title:
	
Vice	President
	
By:
	
/s/	Jason
Ruchelsman
Name:
	
Jason	Ruchelsman
Title:
	
Director
	
CREDIT	SUISSE	AG,
CAYMAN	ISLANDS
BRANCH,	as	a	Committed
Lender
	
	
	
	
	
	
By:
	
/s/	Kevin	Quinn
Name:
	
Kevin	Quinn
Title:
	
Authorized
Signatory
	
By:
	
/s/	Jason
Ruchelsman
Name:
	
Jason	Ruchelsman
Title:
	
Authorized
Signatory
	
GIFS	CAPITAL	COMPANY
LLC,	as	a	Conduit	Lender
	
	
	
	
	
	
By:
	
/s/	R.	Scott
Chisholm
Name:
	
R.	Scott	Chisholm
Title:
	
Authorized	Signer
	
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
BARCLAYS	BANK	PLC,	as
a	Group	Agent
	
	
	
	
	
	
By:
	
/s/	John	McCarthy
Name:
	
John	McCarthy
Title:
	
Director
	
SALISBURY
RECEIVABLES	COMPANY
LLC,	as	a	Conduit	Lender
	
By:
	
Barclays	Bank
PLC,	as	attorney-
in-fact
	
	
	
	
	
	
By:
	
/s/	John	McCarthy
Name:
	
John	McCarthy
Title:
	
Director
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement


key: chroma:document
string_value:
WELLS	FARGO	BANK,
NATIONAL
ASSOCIATION,	as	a
Group	
Agent	and	a
Committed	Lender
	
	
	
	
	
	
By:
	
/s/	Austin	Vanassa
Name:
	
Austin	Vanassa
Title:
	
Managing	Director
	
Signature	Page	to	Amendment	No.	2	to	Loan	and	Security	Agreement
	
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Exhibit	10.85
	
English	Convenience	Translation
-Original	Agreement	has	been	executed	in	Mandarin	Chinese-
Tesla	(Shanghai)	Co.,	Ltd.
(as	
Borrower
)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Primary	Lead	Arranger)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	
Joint	Lead	Arrangers)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as
	Facility	Agent
)
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Security	Agent
)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	and
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch


key: chroma:document
string_value:
(as	
Account	Banks
)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as
	Trade	Finance	Bank
)
1


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Shanghai
	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as
	
Capital	Account	Bank
)
Financial	Institutions	set	out	in	Schedule	1
(as	
Original	Lenders
)
	
FIXED	ASSET	SYNDICATION	LOAN	AGREEMENT
RMB	Nine	Billion	(or	its	equivalent	in	USD)
December	18,	2019
2


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
TABLE	OF	CONTENTS
Clause
Page
	
1.
DEFINITIONS	AND	INTERPRETATION
5
2.
THE	FACILITY
13
3.
PURPOSES
13
4.
DRAWDOWN
14
5.
INTEREST
16
6.
REPAYMENT
18
7.
PREPAYMENTS
19
8.
PAYMENTS
20
9.
STAMP	DUTIES	AND	FEES
23
10.
REPRESENTATIONS	OF	FACTS
24
11.
COVENANTS
25
12.
EVENTS	OF	DEFAULT
30
13.
RELATIONSHIP	AMONG	FINANCE	PARTIES
33
14.
TRANSFER
40
15.
RELATIONSHIP	OF	RIGHTS	AND	OBLIGATIONS	AMONG	THE	FINANCE	PARTIES
43
16.
CONFIDENTIALITY
43
17.
AMENDMENTS	AND	WAIVERS
45
18.
NOTICES
46
19.
RIGHTS	ACCUMULATIVE	AND	SEVERABILITY
47
20.
DOCUMENTATION
47
21.
GOVERNING	LAW	AND	DISPUTE	RESOLUTION
48
22.
TAKING	EFFECT
48
SCHEDULE	1	ORIGINAL	COMMITMENT
49
SCHEDULE	2	FORM	OF	DRAWDOWN	NOTICE
50
SCHEDULE	3	FORM	OF	TRANSFER	CERTIFICATE
51
EXECUTION	PAGE
53
	
	
1


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
THIS	AGREEMENT
	is	made	in	Shanghai	on	
December	18,	2019
	(the	"
Effective	Date
")
AMONG
(1)
Tesla	(Shanghai)	Co.,	Ltd.	as	Borrower	(the	"
Borrower
")
	
	
Legal	Address:
D203A,	No.168	Tonghui	Road,	Nanhui	New	Town,	Pudong	New
District
	
	
Legal	Representative:
Xiaotong	Zhu
(2)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Primary
Mandated	Lead	Arranger	and	Bookrunner	(the	“
Primary	Lead	Arranger
”)
(3)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch,	Industrial	and	Commercial	Bank	of	China
Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch,	Shanghai	Pudong	Development	Bank	Co.,	Ltd.,
Shanghai	Branch	as	Joint	Mandated	Lead	Arrangers	and	Bookrunners	(the	"
Joint	Lead	Arrangers
",	together	with
the	Primary	Lead	Arranger	referred	to	as	the	“
Lead	Arrangers
”)
(4)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Facility	Agent
(the	"
Facility	Agent
")
(5)
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as
Security	Agent	(the	"
Security	Agent
")
(6)


key: chroma:document
string_value:
Security	Agent
")
(6)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Account	Bank
A	(the	“
Account	Bank	A
”);	Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade
Zone	Special	Area	Branch
	
as	Account	Bank	B	(the	“
Account	Bank	B
”,	together	with	the	Account	Bank	A	referred	to
as	the	“
Account	Banks
”)
(7)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch	as	Trade	Finance	Bank	(the	"
Trade	Finance
Bank
")
(8)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
	
as	Capital	Account	Bank	(the	“
Capital	Account
Bank
”)
(9)
The	following	financial	institutions	as	Original	Lenders	(the	"
Original	Lenders
")
2


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
	
	
Legal	Address:
No.998	West	Dingxi	Road,	Changning	District,	Shanghai
	
	
Responsible	Person:
Li	Xu
	
	
Lending	Office:
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
	
	
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special
Area	Branch
	
	
Legal	Address:
No.900	Lujiazui	Ring	Road,	China	(Shanghai)	Pilot	Free	Trade	Zone
	
	
Responsible	Person:
	
	
	
Lending	Office:
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free
Trade	Zone	Special	Area	Branch
	
	
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone
Special	Area	Branch
	
	
Legal	Address:
No.555,	South	Xinyuan	Road,	Pudong	New	District,	Shanghai
	
	
Responsible	Person:
Sheng	Zhan
	
	
Lending	Office:
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)
Pilot	Free	Trade	Zone	Special	Area	Branch
	
	
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
	
	
Legal	Address:
No.588	South	Pudong	Road,	China	(Shanghai)	Pilot	Free	Trade	Zone
	
	
Responsible	Person:
Su’nan	Wang
	
	
3


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Lending	Office:
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
IT	IS	HEREBY	AGREED
,	after	mutual	and	friendly	discussion	and	based	on	the	true	intention	of	each	party,	as	follows.
4


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
1.
DEFINITIONS	AND	INTERPRETATION
1.1
Definitions
In	this	Agreement,
	
Financial	Year
means	a	period	commencing	from	and	including	January	1st	and	ending	on	and
including	December	31st	of	each	calendar	year.
	
	
Commitment	Percentage
means,	in	relation	to	each	Lender,	the	percentage	proportion	of	that	Lender’s
Commitment	for	the	time	being	to	the	Total	Commitment	for	the	time	being.
	
	
Commitment
means,
	
(i)			in	relation	to	each	Original	Lender,	the	Original	Commitment	of	such
Original	Lender	minus	the	participation	of	such	Original	Lender	in	all	the
Advances	already	drawn	as	well	as	its	participation	in	the	Total
Commitment	cancelled	and	transferred	under	the	terms	of	this	Agreement;
(ii)			in	relation	to	each	Transferee	Bank,	any	part	of	the	Commitment
transferred	to	such	Transferee	Bank	minus	the	participation	of	such
Transferee	Bank	in	all	Advances	already	drawn	as	well	as	its	participation
in	the	Total	Commitment	cancelled	and	transferred	under	the	terms	of	this
Agreement.
	
	
Original	Commitment
means,	in	relation	to	each	Original	Lender,	the	original	commitment	amount	of
that	Original	Lender	in	RMB	(or	its	equivalent	in	USD)	set	out	in	Schedule	1
hereof.
	
Loan	Period
	
has	the	meaning	specified	in	Clause	6	of	this	Agreement.
	
Outstanding	Advances
	
means	the	aggregate	amount	of	all	outstanding	Advances	drawn	in	RMB	or
USD.
	
	
Loan	Account


key: chroma:document
string_value:
USD.
	
	
Loan	Account
means	the	account	opened	by	the	Borrower	with	the	Facility	Agent	for	the
purpose	of	collecting	the	Advances.
	
	
5


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Revenue	Collection	Ac
c
ount
means	the	Revenue	Collection	Account	A	and/or	the	Revenue	Collection
Account	B.
	
	
Revenue	Collection	Account
A
means	the	account	opened	by	the	Borrower	with	the	Account	Bank	A	for	the
purpose	of	collecting	its	relevant	operating	revenue	according	to	the	Account
Control	Agreement.
	
	
Revenue	Collection	Account
B
means	the	account	opened	by	the	Borrower	with	the	Account	Bank	B	for	the
purpose	of	collection	its	relevant	operating	revenue	according	to	the	Account
Control	Agreement.
	
	
Facility
has	the	meaning	given	to	it	in	Clause	2	hereof.
	
	
Lender
means	the	Original	Lender	and/or	the	Transferee	Bank.
	
	
Loan	Prime	Rate	(LPR)
means	the	market	quoted	interest	rate	issued	by	the	People’s	Bank	of	China	on
20	November	2019	or	by	any	authority	which	is	authorized	by	the	People’s
Bank	of	China	(currently	the	National	Interbank	Funding	Center),	i.e.	4.80%.
	
	
Interest	Rate
means,
	
(i)			in	relation	to	each	Advance	drawn	in	RMB,	the	interest	rate	referred	to	in
paragraph	1	of	Clause	5.1	(
Interest	Rate
)	hereof.
(ii)
			
in	relation	to	each	Advance	drawn	in	USD,	the	interest	rate	referred	to	in
paragraph	2	of	Clause	5.1	(
Interest	Rate
)	hereof.
	
	
Advance
means	any	principal	amount	borrowed	or	to	be	borrowed	(by	any	means)	under


key: chroma:document
string_value:
the	provisions	hereof.
	
	
Agent
	
Security	Interests
means	the	Facility	Agent	and	the	Security	Agent.
	
means	any	mortgage,	pledge,	lien,	deposit	or	any	agreement	or	arrangement
having	the	effect	or	for	the	purpose	of	a	collateral	security	(whether	such
agreement	or	arrangement	is	governed	by	or	construed	in	accordance	with	the
laws	of	the	PRC	or	otherwise).
	
	
6


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Majority	Lenders
means,	at	any	time,
	
(i)			if	the	Facility	has	not	been	drawn,	a	Lender	or	the	Lenders	(either
individually	or	collectively)	whose	aggregate	Commitments	represent	more
than	50%	(exclusive	of	50%)	of	the	Total	Commitment;
(ii)			if	the	Facility	has	been	drawn,	a	Lender	or	the	Lenders	(either	individually
or	collectively)	whose	aggregate	Outstanding	Advances	represent	more
than	50%	(exclusive	of	50%)	of	the	total	Outstanding	Advances	under	the
Facility.
	
	
Legal	Restraint
means,
	
(i)			the	principle	that	fair	compensation	may	be	granted	or	denied	in
accordance	with	the	discretion	of	the	court;
(ii)			in	relation	to	bankruptcy,	reorganization	and	other	legal	events	that	may
generally	affect	creditors,	the	laws	that	enforce	the	performance	of	priority
obligations;
(iii)		statutory	limitation	period	of	legal	restrictions;
(iv)		defense	for	set-off	and	counterclaims;	and
(v)			any	other	restriction	or	reservation	under	any	other	generally	applicable
law	set	out	in	the	legal	opinion	delivered	to	the	Facility	Agent	under	this
Agreement.
	
	
Default	Interest	Rate
means	the	Overdue	Rate	and/or	the	Misappropriation	Rate.
	
	
Interest	Payment	Date
means	the	date	on	which	the	Borrower	shall	pay	the	interest	under	this
Agreement,	which	shall	be	(1)	the	21
st
	day	of	the	last	month	of	each	quarter	or


key: chroma:document
string_value:
st
	day	of	the	last	month	of	each	quarter	or
if	such	day	is	not	a	Business	Day,	the	immediately	succeeding	Business	Day,
and	(2)	the	Final	Maturity	Date.
	
	
Affiliate	Company
means	in	relation	to	any	person,	a	Subsidiary	of	that	person	or	a	Holding
Company	of	that	person	or	any	other	Subsidiary	of	any	Holding	Company	of
that	person.
	
	
7


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Borrower’s	Counterparty
Account
means	any	such	account	set	out	in	paragraph	2	part	2	of	Schedule	2	(
Form	of
Drawdown	Notice
)	hereof.
	
	
Lending	Office
means,	in	relation	to	each	Finance	Party,	its	office	through	which	it	performs
its	obligation	hereunder	including	such	changed	Lending	Office	pursuant	to
Clause	14.10	(
Change	of	Lending	Offices
)	hereof.
	
	
Available	Commitment
means,	with	respect	to	a	Drawdown	Notice,	the	Total	Commitment	minus	the
aggregate	amount	of	all	requested	Advances	in	any	prior	Drawdown	Notice	for
which	the	Drawdown	Date	has	not	yet	occurred.
	
	
Holding	Company
means,	in	relation	to	a	company,	enterprise	or	entity,	any	other	company,
enterprise	or	entity	in	respect	of	which	it	is	a	Subsidiary.
	
	
Interest	Rate	Adjustment
Date
means	the	date	that	is	the	annual	anniversary	of	the	Drawdown	Date	of	the
first	Advance	drawn	in	USD.
	
	
London	Business	Day
means	a	day	on	which	a	bank	located	in	London,	United	Kingdom	is	open	for
general	business	(other	than	a	Saturday	or	Sunday).
	
	
USD	Benchmark	Rate
means,	on	the	two	(2)	London	Business	Days	prior	to	a	Drawdown	Date	or	an
Interest	Rate	Adjustment	Date	(as	applicable),	the	one	year	London	Interbank
Offered	Rate	administered	by	ICE	Benchmark	Administration	Limited	(or	any
other	person	which	takes	over	the	administration	of	that	rate)	for	USD	quoted


key: chroma:document
string_value:
at	11:00	a.m.	(London	time)	displayed	on	pages	LIBOR01	or	LIBOR02	of	the
Thomson	Reuters	screen	(or	any	replacement	Thomson	Reuters	page	which
displays	that	rate)	or	on	the	appropriate	page	of	such	other	information	service
which	publishes	that	rate	from	time	to	time	in	place	of	Thomson	Reuters.
	
	
Misappropriation	Rate
has	the	meaning	given	to	it	in	paragraph	2	of	Clause	5.2	(
Default	Interest	Rate
)
hereof.
	
	
PBOC
means	the	People’s	Bank	of	China	and/	or	its	branches.
	
	
8


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Financ
e
	Party
means	each	of	the	Lead	Arrangers,	the	Facility	Agent,	the	Security	Agent,	the
Trade	Finance	Bank,	the	Account	Banks,	the	Capital	Account	Bank	and	the
Lenders.
	
	
Finance	Documents
	
includes	this	Agreement,	the	Mortgage	Agreement	over	the	Land,	the	Account
Control	Agreement,	and	any	agreement	that	is	designated	as	a	Finance
Document	by	the	parties	to	this	Agreement.
	
	
Effective	Date
has	the	meaning	given	to	it	at	the	beginning	of	this	Agreement.
	
	
Transferee	Bank
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Availability	Period
means	the	period	from	the	Effective	Date	of	this	Agreement	to	the	date	falling
three	(3)	years	after	the	Effective	Date	of	this	Agreement.
	
	
Drawdown	Date
means	each	date	on	which	any	Advance	is	drawn	pursuant	to	this	Agreement.
	
	
Drawdown	Notice
means,	in	relation	to	each	Advance,	a	notice	of	drawing	duly	completed	and
delivered	by	the	Borrower	pursuant	to	Clause	4.1	(
Drawdown	Notice
)	hereof.
	
	
Prepayment	Notice
has	the	meaning	given	to	it	in	Clause	7	(
Prepayments
)	hereof.
	
	
Mortgage	Agreement	over
the	Land
means	the	mortgage	agreement	over	the	land	executed	between	the	Borrower
as	the	mortgagor	and	the	Security	Agent	as	the	mortgagee	around	the


key: chroma:document
string_value:
Effective	Date	of	this	Agreement.
	
	
Event	of	Default
means	any	circumstance	set	out	in	Clause	12.1	(
Events	of	Default
)	hereof.
	
	
9


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Exis
ting	Loan
means	the	loan	under	a	RMB	three	billion	five	hundred	million	(or	its
equivalent	in	USD)	syndication	loan	agreement	executed	at	March	1,	2019,
between	the	Borrower	as	the	borrower	and	(1)	China	Construction	Bank
Corporation,	Shanghai	Pudong	Branch,	Agricultural	Bank	of	China	Limited,
Shanghai	Changning	Sub-branch,	Industrial	and	Commercial	Bank	of	China
Limited,	Shanghai	Lingang	Sub-branch	and	Shanghai	Pudong	Development
Bank	Co.,	Ltd.,	Shanghai	Branch,	as	the	lead	arrangers;	(2)	China	Construction
Bank	Corporation,	Shanghai	Pudong	Branch,	as	the	facility	agent	and	the
account	bank;	(3)	Agricultural	Bank	of	China	Limited,	Shanghai	Changning
Sub-branch,	as	the	consulting	bank;	(4)	Industrial	and	Commercial	Bank	of
China	Limited,	Shanghai	Lingang	Sub-branch,	as	the	managing	bank;	(5)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch,	as	the
advising	bank	and	(6)	the	financial	institutions	set	out	in	the	schedule	1	thereto
as	the	original	lenders.
	
	
Project
means	the	project	contained	in	the	Shanghai	foreign	investment	project	filing
certificate	(Project	Shanghai	Code:	310115MA1H9YGWX20195E2101001)
(including	the	updates	and	changes	of	such	filing	certificate	from	time	to	time
after	the	Effective	Date)	of	the	Borrower,	i.e.	the	Tesla	Gigafactory	Project


key: chroma:document
string_value:
(First	Phase)	First	Stage	which	is	located	at	1/1	Hill,	8th	Street,	Luchaogang
Town,	Shanghai.
	
	
Business	Day
means	a	day	on	which	each	Lender	is	open	for	general	business	(other	than	a
Saturday	or	Sunday	(excluding	Saturdays	and	Sundays	adjusted	to	be	business
days	pursuant	to	national	regulations)	or	any	other	statutory	holidays).
	
	
10


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Permitted	Trade	Finance
Facility
means,	each	Finance	Party	agrees	that	the	Borrower	may	subsequently	apply
to	the	Trade	Finance	Bank	for	issuing	and/or	conducting	letter	of	credit	(and
subsequent	import	bills	advance),	domestic	bank’s	acceptance	bill,	guarantee
of	non-financing	nature	and	providing	notes	pool	service,	provided	that	at	the
end	of	any	day	within	the	Loan	Period,	the	sum	of	the
aggregate	of	outstanding	amount	under	such	trade	f
inance	facility	and
Outstanding
	
Advances	
under	this	Agreement	shall	not	exceed	
the	maximum
aggregate	principal	amount	of	
the	Facility
	set	forth	in	Clause	2
.
	
	
Overdue	Rate
has	the	meaning	given	to	it	in	paragraph	1	of	Clause	5.2	(
Default	Interest	Rate
)
hereof.
	
	
Account	Control	Agreement
means	the	account	control	agreement	executed	between	the	Borrower	and	the
Account	Banks	around	the	Effective	Date	of	this	Agreement.
	
	
PRC
means	the	People’s	Republic	of	China.
	
	
Material	Adverse	Effect
means,	in	the	reasonable	opinion	of	all	the	Lenders,	a	material	adverse	effect
on:
	
(i)			the	ability	of	the	Borrower	to	perform	its	payment	obligations	hereunder;
or
(ii)
			
the	legality,	validity	or	enforceability	of	the	Finance	Documents.
	
	
Total	Commitments
means	the	aggregate	amount	of	each	Lender’s	Commitment.
	
	
Net	Assets


key: chroma:document
string_value:
Net	Assets
means	at	any	time	of	determination	thereof,	the	owner’s	equity	of	the	Borrower
as	set	forth	in	the	most	recent	financial	statements	of	the	Borrower	delivered
to	the	Facility	Agent	pursuant	to	this	Agreement.
	
	
Transferring	Lender
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Transfer	Notice
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Transfer	Certificate
means	a	transfer	certificate	duly	executed	and	delivered	by	the	Transferring
Lender,	the	Transferee	Bank	and	the	Facility	Agent	substantially	in	the	form
and	substance	set	out	in	Schedule	3	(
Form	of	Transfer	Certificate
)	hereof.
	
	
11


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Ca
pital	Account
	
means	the	account	opened	by	the	Borrower	with	the	Capital	Account	Bank	for
the	purpose	of	depositing	the	Borrower’s	registered	capital.
	
	
Subsidiary
means,	in	relation	to	any	company,	corporation	or	entity,	a	company,
corporation	or	entity:
	
	
	
(i)			which	is	controlled,	directly	or	indirectly,	by	the	first	mentioned	company
corporation	or	entity;
(ii)		more	than	half	the	issued	equity	share	capital,	registered	capital	or	equity
share	capital	of	which	is	beneficially	owned,	directly	or	indirectly,	by	the
first	mentioned	company,	corporation	or	entity;	or
(iii)		which	is	a	Subsidiary	of	another	Subsidiary	of	the	first	mentioned
company,	corporation	or	entity,
	
	
	
and,	for	this	purpose,	a	company,	corporation	or	entity	shall	be	treated	as
being	controlled	by	another	if	that	other	company,	corporation	or	entity	is	able
to	direct	its	affairs	and/or	to	control	the	composition	of	its	board	of	directors	or
equivalent	body.
	
	
Final	Maturity	Date
means	the	date	falling	five	(5)	years	from	the	first	Drawdown	Date.
1.2
Principles	of	Interpretation
	
In	this	Agreement:
	
1.
The	table	of	contents	and	clause	headings	inserted	herein	are	for	ease	of	reference	only	and	may	be	ignored	in
construing	this	Agreement.
	
2.


key: chroma:document
string_value:
construing	this	Agreement.
	
2.
The	"assets"	shall	be	construed	to	include	all	present	and	future,	tangible	or	intangible	asset,	property,	income,
revenue,	account	receivable	or	each	right	and	benefit	in	any	asset.
	
3.
A	"person"	shall	be	construed	to	include	any	individual,	company,	partnership,	sole	proprietary	or	any	other
corporate	or	unincorporated	person	or	any	other	legal	entity.
	
4.
An	Event	of	Default	is	"continuing"	if	such	Event	of	Default	has	occurred	and	is	neither	eliminated	nor	remedied
or	waived	pursuant	to	the	provisions	hereof.
12


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
5.
A	"
m
onth"
	means	a	period	starting	on	one	day	in	a	calendar	month	and	ending	on	the	numerically
corresponding	day	in	the	next	calendar	month,	provided	that,	if	there	is	no	such	numerically	corresponding	day,
it	shall	end	on	the	last	day	in	such	next	calendar	month.
	
6.
The	RMB	"equivalent"	amount	denominated	in	USD	shall	be	converted	at	the	exchange	rate	at	the	central	parity
of	the	spot	exchange	rate	for	USD	to	RMB	published	or	authorized	to	publish	by	the	PBOC	on	11:00	a.m.
(Beijing	Time)	on	the	previous	Business	Day	of	the	calculation	date,	however,	if	no	such	central	parity	rate	is
available	at	that	time,	the	exchange	rate	shall	be	determined	through	reasonable	negotiation	between	the
Facility	Agent	and	the	Borrower.
	
7.
The	"liquidation"	or	"bankruptcy"	of	any	person	shall	be	construed	to	include	any	identical	or	comparable	legal
process	carried	out	in	accordance	with	the	laws	of	its	place	of	incorporation	or	its	place	of	business,	and
"entering	into"	such	legal	process	includes	such	legal	process	being	commenced	upon	resolution	of	such	person
or	upon	application	of	any	person.
	
8.
Parties	hereto	or	any	other	person	shall	include	its	legal	successors	and	permitted	assignees.
	
9.
This	Agreement,	any	other	agreement	or	document	shall	be	construed	to	include	itself	and	any	amendment,


key: chroma:document
string_value:
modification,	substitution	or	supplement	thereof	made	from	time	to	time	in	accordance	with	the	provisions
therein.
2.
THE	FACILITY
The	Lenders	agree	to	make	available	to	the	Borrower	a	Facility	(the	"
Facility
")	in	a	maximum	aggregate	principal
amount	of	RMB
9,000,000,000
	(IN	WORDS:	RMB	nine	billion)	(or	the	equivalent	amount	drawn	in	USD);	whether	the
Facility	is	drawn	in	RMB	or	USD	shall	be	determined	according	to	the	Borrower’s	actual	needs.
3.
PURPOSES
3.1
The	Borrower	shall	apply	the	Advances	drawn	to	pay	the	costs	and	expenses	related	to	construction	of	the	Project.
3.2
The	Borrower	shall	apply	each	Advance	in	accordance	with	the	purposes	agreed	in	the	Finance	Documents;	and	the
Borrower	shall	not	misappropriate	any	Advance.
3.3
The	Borrower	shall	use	each	Advance	in	accordance	with	the	purposes	permitted	by	laws	and	regulations	of	the	PRC.
13


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
4.
DRAW
DOWN
4.1
Drawdown	Notice
	
1.
The	Borrower	may	(based	on	its	actual	needs)	draw	one	or	more	Advances	under	the	Facility	during	the
Availability	Period	in	accordance	with	the	provisions	hereof.	There	is	no	limitation	on	the	number	of
drawdowns.
	
2.
In	connection	with	a	request	for	an	Advance,	the	Borrower	shall	deliver	a	Drawdown	Notice	to	the	Facility
Agent	no	later	than	three	(3)	Business	Days	prior	to	the	proposed	Drawdown	Date	specified	in	the	Drawdown
Notice.
	
3.
Each	Drawdown	Notice	shall	satisfy	the	following	requirements:	(1)	it	shall	be	substantially	in	the	form	and
substance	set	out	in	Schedule	2	(
Form	of	Drawdown	Notice
)	hereof;	(2)	it	shall	be	executed	by	the	authorized
signatory	of	the	Borrower	(including	through	handwritten	signing	or	affixing	chop	of	legal	representative	or
affixing	signature	chop)	or	by	stamping	the	Borrower’s	official	seal;	(3)	the	proposed	Drawdown	Date	specified
in	the	Drawdown	Notice	shall	be	a	Business	Day;	(4)	the	proposed	drawdown	amount	shall	not	exceed	the
Available	Commitment	as	of	the	date	of	such	Drawdown	Notice.
	
4.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	each	Drawdown	Notice,	forward	such
Drawdown	Notice	to	each	Lender	and	notify	each	Lender	of	its	Commitment	Percentage	for	that	Advance.
4.2


key: chroma:document
string_value:
4.2
Conditions	Precedent	to	the	First	Drawdown
Before	the	first	drawdown,	the	Borrower	shall	provide	the	Facility	Agent	with	the	following	documents	or	complete
the	following	matters	to	the	satisfaction	of	the	Facility	Agent,	and	the	Facility	Agent	shall	not	unreasonably	refuse	or
delay	to	confirm	the	satisfaction	of	each	following	conditions	precedent:
	
1.
the	original	copies	of	the	executed	Finance	Documents;
	
2.
photocopies	(stamped	with	the	Borrower’s	official	seal)	of	the	latest	business	license,	the	latest	receipt	of	filing
for	foreign	invested	enterprise	issued	by	the	Ministry	of	Commerce	and	the	latest	articles	of	association,	and
the	original	copy	of	the	board	resolutions	of	the	Borrower;
	
3.
the	Shanghai	foreign	investment	project	filing	certificate	stamped	with	the	Borrower’s	official	seal	relating	to
the	Project	obtained	by	the	Borrower	(the	Project	Shanghai	Code:	310115MA1H9YGWX20195E2101001);
	
4.
evidence	that	the	Borrower’s	Loan	Account	and	the	Revenue	Collection	Account	have	been	opened;
14


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
5.
photo
copies
	of	the	following	
documents	stamped	with	
the	Borrower’s	official	seal
:
	
(1)
the	land	use	right	certificate;
	
(2)
construction	site	planning	permit	corresponding	to	the	purpose	of	such	drawdown;
	
(3)
construction	engineering	planning	permit	corresponding	to	the	purpose	of	such	drawdown;	and
	
(4)
construction	permit	corresponding	to	the	purpose	of	such	drawdown;
	
6.
evidence	that	the	ratio	of	the	paid-up	capital	funds	of	the	Project	and	the	aggregate	drawdown	amount	is	no	less
than	2:8,	and	the	Project	capital	funds	shall	be	applied	to	the	Project	before	the	utilization	of	the	Advance;
	
7.
a	photocopy	of	the	evidence	that	the	Borrower	has	obtained	the	environment	impact	assessment	filling
certificate	in	relation	to	the	Project,	stamped	with	the	Borrower’s	official	seal;
	
8.
a	photocopy	of	the	construction	all-risk	insurance	policy	stamped	with	the	Borrower’s	official	seal;	and
	
9.
if	the	Advance	will	be	in	the	form	of	an	entrusted	payment	pursuant	to	Clause	8.2,	submitting	a	scanned	copy	of
the	relevant	agreement	or	proof	of	use	of	the	entrusted	payment	or	photocopies	of	such	evidence	stamped	with
the	Borrower’s	official	seal.
4.
3
Conditions	Precedent	to	Each	Drawdown
The	Facility	Agent	shall	confirm	that	each	of	the	conditions	precedent	set	out	below	have	been	satisfied	(such


key: chroma:document
string_value:
conditions	precedent	shall	be	satisfactory	to	the	Facility	Agent	provided	that	such	satisfaction	shall	not	be
unreasonably	withheld	or	delayed),	or	the	Facility	Agent	(as	decided	by	the	Majority	Lenders)	has	otherwise	waived
the	condition.	Upon	the	confirmation	of	the	Facility	Agent,	each	Lender	shall	make	its	participation	in	each	Advance
through	the	Facility	Agent	in	accordance	with	its	then-applicable	Commitment	Percentage	pursuant	to	Clause	8.1
(
Making	Advances
)	hereof.
	
1.
The	Facility	Agent	has	received	a	Drawdown	Notice	issued	by	the	Borrower	in	accordance	with	Clause	4.1
(
Drawdown	Notice
)	hereof.
15


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
2.
On	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice,	each	representation	of	fact	made	by	the
Borrower	in	Clause	10	(
Representations	of	Facts
)	hereof	
shall	be
	true	and	correct	
in
	all
	
material
	
respects	with
the	same	effect	as	though	such	representation	of	fact	had	been	made	on	such	Drawdown	Date;	it	being
understood	and	agreed	that	any	representation	of	fact	which	by	its	terms	is	made	as	of	a	specified	date
.
	
3.
On	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice,	no	Event	of	Default	by	the	Borrower	has
occurred	and	is	continuing.
	
4.
The	Borrower	has	provided	the	scanned	copies	of	those	construction	site	planning	permit,	construction
engineering	planning	permit	and	construction	permit	corresponding	to	the	purpose	of	such	drawdown	or
photocopies	of	the	aforementioned	permits	stamped	with	the	Borrower’s	official	seal,	except	where	such
permits	have	already	been	provided.
	
5.
The	Borrower	has	provided	the	scanned	copies	of	the	Shanghai	Foreign	Investment	Project	Filing	Certificate
and	Environment	Influence	Assessment	Filing	Certificate	or	photocopies	of	such	certificates	stamped	with	the
Borrower’s	official	seal,	except	where	such	evidence	has	already	been	provided.
	
6.
If	the	Advance	will	be	in	the	form	of	an	entrustment	payment	pursuant	to	Section	8.2,	the	scanned	copies	of
relevant	supporting	agreements	or	documents	evidencing	the	loan	purpose	or	photocopies	of	such	evidence


key: chroma:document
string_value:
stamped	with	the	Borrower’s	official	seal	are	provided,	except	where	such	materials	have	already	been
provided.
5.
INTEREST
5.1
Interest	Rate
	
1.
The	rate	of	interest	accrued	on	each	Advance	drawn	in	RMB	under	the	Facility	shall	be	fixed	interest	rate,
which	shall	be	the	Loan	Prime	Rate	(LPR)	minus	0.7625%,	i.e.	4.0375%	per	year	(tax	included	(for	the
avoidance	of	doubt,	excluding	foreign	taxes,	similarly	hereinafter)).
	
2.
The	rate	of	interest	accrued	on	each	Advance	drawn	in	USD	under	the	Facility	shall	be	the	sum	of	the	USD
Benchmark	Rate	plus	130	BPs	(tax	included).	The	Borrower	and	the	Facility	Agent	shall	adjust	the	Interest	Rate
on	the	Interest	Rate	Adjustment	Date,	and	the	adjusted	Interest	Rate	shall	be	the	sum	of	the	then	applicable
USD	Benchmark	Rate	plus	130	BPs	(tax	included).	After	each	Interest	Rate	Adjustment	Date,	the	adjusted
Interest	Rate	shall	apply	to	all	Advances	drawn	in	USD.
16


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
If	the	USD	Benchmark	R
ate	is	no	longer	announced,
	
the
	
Borrower	and	the	Facility	A
gent	s
hall	endeavor	to
establish	an	alternate	rate	of	interest	to	such
	USD	Benchmark	Rate	
(including	
any	mathematical	or	other
adjustments	to	the	benchmark	(if	any)	incorporated	therein
)
,	
provided	that,	if	such	alternate	rate	of	interest	as
so	determined	would	be	less	than	zero,	such
	rate	shall	
be	
deemed	to	be	zero	for	the	purposes	of	this	Agreement.
Notwithstanding	any
	
contrary	
provisions	in	this	Agreement,
	such	amendment	shall	become	effective	without
any	further	action	or	consent	of	any	other	party	to	this	Agreement	so	long	as	the	
Facility	Agent
	shall	not	have
received,	within	five
	(5)
	Business	Days	of	the	date	that	the	
Facility	Agent
	shall	have	posted	such	proposed
amendment
	to	all	
Lenders,	a	written	notice	from	the	
Majority
	Lenders	stating	that	such	
Majority
	L
enders	object
to	such	amendment
5.2
Default	Interest	Rate
	
1.
If	the	Borrower	fails	to	pay	any	sum	payable	on	its	due	date	pursuant	to	the	provisions	of	this	Agreement,
interest	shall	accrue	on	such	overdue	sum,	from	its	due	date	up	to	the	date	of	full	payment,	at	130%	of	the
Interest	Rate	(the	“
Overdue	Rate
”).
	
2.


key: chroma:document
string_value:
Overdue	Rate
”).
	
2.
If	any	Advance	is	misappropriated	by	the	Borrower,	interest	shall	accrue	on	the	misappropriated	Advance,	from
the	date	of	misappropriation	until	the	date	such	misappropriation	is	remedied,	including	by	using	such
misappropriated	funds	for	a	purpose	set	forth	in	the	Finance	Documents	or	repayment	by	Borrower	of	such
misappropriated	funds,	at	150%	of	the	Interest	Rate	(the	“
Misappropriation	Rate
”).
	
3.
If	an	Advance	is	both	overdue	and	misappropriated,	the	Default	Interest	Rate	accrued	thereon	shall	be	the
higher	of	two.
	
4.
The	interest	accruing	on	the	overdue	and/or	misappropriated	Advances	shall	be	compounded	and	such
compound	interest	shall	be	paid	on	the	next	Interest	Payment	Date	after	the	date	on	which	the	overdue	amount
has	been	fully	paid/the	misappropriation	is	rectified	pursuant	to	relevant	regulations	by	the	PBOC.	The	amount
of	the	compound	interest	shall	accrue	on	a	daily	basis,	(1)	if	the	Borrower	fails	to	pay	any	sum	payable	on	its
due	date	pursuant	to	the	provisions	of	this	Agreement,	the	compound	interest	shall	accrue	on	such	overdue
sum,	from	its	due	date	up	to	the	date	of	full	payment;	or	(2)	if	any	Advance	is	misappropriated	by	the	Borrower,
the	compound	interest	shall	accrue	on	the	misappropriated	Advance,	from	the	date	of	misappropriation	until	the
date	such	misappropriation	is	remedied.
17


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
5.
3
Calculation	of	Interest
	
1.
Interest	and/or	default	interest	on	any	amounts	outstanding	hereunder	shall	accrue	from	day	to	day	and	be
computed	on	the	basis	of	a	360-day	year	and	the	actual	number	of	days	elapsed.
	
2.
Interest	shall	accrue	on	each	Advance	commencing	on	the	date	on	which	such	Advance	is	paid	to	the	Loan
Account.
5.
4
Payment	of	Interest
	
1.
The	Borrower	shall	pay	accrued	interest	calculated	in	accordance	with	Clause	5.1	(
Interest	Rate
)	and	Clause	5.3
(
Calculation	of	Interest
)	hereof	on	the	Interest	Payment	Date.
	
2.
The	Facility	Agent	shall	notify	the	Borrower	in	writing	no	later	than	fifteen	(15)	Business	Days	prior	to	each
Interest	Payment	Date	of	the	amounts	and	calculation	method	of	interest	payable	by	the	Borrower	on	each
Interest	Payment	Date.
	
3.
As	per	the	requirements	of	the	Borrower,	the	Lenders	shall	issue	the	interest	value-added	tax	invoices	to	the
Borrower	pursuant	to	applicable	laws	and	regulations.
	
4.
Notwithstanding	any	other	provisions	of	this	Agreement,	the	Borrower	shall	ensure	that	no	later	than	ten	(10)
days	prior	to	the	next	Interest	Payment	Date,	the	total	capital	balance	of	its	Revenue	Collection	Account	is	not
less	than	the	amount	of	interest	payable	on	that	Interest	Payment	Date.	For	the	avoidance	of	doubt,	the


key: chroma:document
string_value:
Borrower	shall	not	be	required	to	deposit	any	funds	as	an	interest	reserve	in	the	Revenue	Collection	Account	in
respect	of	any	new	drawdown	made	during	the	ten	(10)-day	period	prior	to	the	applicable	Interest	Payment
Date.
6.
REPAYMENT
6.1
Loan	Period
The	loan	period	under	this	Agreement	shall	commence	from	the	first	Drawdown	Date	and	end	on	and	include	the
Final	Maturity	Date	(the	"
Loan	Period
").
18


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
6.2
Repayment
	
1.
The	Borrower	shall	repay	the	principal	on	each	Repayment	Date	as	set	forth	in	the	table	below:
	
Repayment	Date
Cumulative	repayment	percentage	of	the	Outstanding
Advances	as	of	the	expiry	date	of	the	Availability	Period
The	date	falling	thirty-six	(36)	months	from	the	first
Drawdown	Date
7.5%
The	date	falling	forty-two	(42)	months	from	the	first
Drawdown	Date
15%
The	date	falling	forty-eight	(48)	months	from	the	first
Drawdown	Date
30%
The	date	falling	fifty-four	(54)	months	from	the	first
Drawdown	Date
65%
The	Final	Maturity	Date
100%
	
2.
Notwithstanding	any	other	provisions	of	this	Agreement,	the	Borrower	shall	ensure	that	no	later	than	ten	(10)
days	prior	to	the	next	Repayment	Date,	the	total	capital	balance	of	its	Revenue	Collection	Account	is	not	less
than	the	amount	of	principal	and	interest	payable	on	such	Repayment	Date.
7.
PREPAYMENTS
The	Borrower	may	prepay	all	or	part	of	the	Outstanding	Advances	on	any	Business	Day	after	the	first	Drawdown
Date,	provided	that	the	Borrower	shall	notify	the	Facility	Agent	in	writing	no	later	than	the	20th	day	of	the	month
immediately	preceding	the	month	of	the	proposed	prepayment	date	(the	“
Prepayment	Notice
”).	The	Borrower	shall
not	pay	any	penalties	or	any	fees	regarding	such	prepayment,	provided	that	prepayment	of	the	principal	amount	shall


key: chroma:document
string_value:
be	made	together	with	the	interest	accrued	on	such	prepaid	principal	through	the	applicable	prepayment	date.	The
Prepayment	Notice	shall	specify	the	amount	and	the	date	of	the	prepayment.	No	amount	so	prepaid	may	be	borrowed
again.
The	amount	of	each	prepayment	by	the	Borrower	shall	not	be	less	than	RMB	100	million	and	shall	be	an	integral
multiple	of	RMB	100	million.	Amounts	prepaid	shall	offset	the	principal	of	the	Outstanding	Advances	in	the	reverse
order.
19


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
8.
PAYMENTS
8.1
Making	Advances
Each	Lender	participating	in	an	Advance	pursuant	to	Clause	4.3	(
Conditions	Precedent	to	Each	Drawdown
)	hereof
shall	pay	its	portion	of	the	Advance	denominated	in	RMB	or	USD	under	the	Facility	to	the	Facility	Agent’s	account	no
later	than	11:00	a.m.	(Beijing	Time)	on	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice	in	respect	of
that	Advance	in	accordance	with	its	Commitment	Percentage	at	the	time	of	the	Advance.
8.2
Payment	of	Advances
	
1.
If	any	single	payment	amount	exceeds	RMB5,000,000	(IN	WORDS:	RMB	five	million)	or	its	equivalent	in	USD,
payment	by	the	Lenders	upon	entrustment	shall	be	applicable.	Entrusted	payment	by	the	Lenders	refers	to	the
Facility
	Agent	paying	out	each	Advance	to	the	Loan	Account	on	each	Drawdown	Date	in	accordance	with	the
Borrower’s	Drawdown	Notice	and	entrustment	of	payment,	and	transferring	the	relevant	Advance	to	Borrower’s
Counterparty	Accounts	on	the	same	day.
In	the	event	of	payment	by	the	Lenders	upon	entrustment,	the	Borrower	shall	submit	the	agreements	in	relation
to	the	entrusted	payment	or	documents	evidencing	the	loan	usage	to	the	Facility	Agent	before	each	Advance	is
made.
	
2.
In	addition	to	the	circumstances	stipulated	in	the	first	paragraph	above,	the	Borrower	may	choose	to	make


key: chroma:document
string_value:
payment	by	either	independent	payment	or	entrusted	payment	at	its	own	discretion.	Independent	payment	by
the	Borrower	means	that	the	Facility	Agent	pays	out	the	Advances	to	the	Loan	Account	in	accordance	with	the
Borrower’s	Drawdown	Notice	and	the	Borrower	independently	pays	out	to	the	Borrower’s	counterparties	in
satisfaction	of	the	usage	purposes	stipulated	herein.	The	Borrower	shall	present	the	relevant	payment	list
evidencing	the	payment	status	of	each	Advance	on	a	quarterly	basis	to	the	Facility	Agent.
	
3.
If	the	Borrower	has	met	the	conditions	under	Article	4	(
Drawdown
)	of	this	Agreement,	the	Lenders	and	the
Facility	Agent	are	obliged	to	make	the	Advance	on	the	proposed	Drawdown	Date	(whether	in	the	case	of
autonomous	payment	to	the	Loan	Account	or	entrusted	payment	to	the	Borrower’s	Counterparty	Account).	If
any	Lender	fails	to	make	the	Advance	on	time,	the	Borrower	shall	have	the	right	to	require	such	Lender	to
transfer	its	Commitment,	and	the	other	Lenders	have	the	priority	right	to	such	transfer.
20


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
8.3
Payment	by	the	Borrower
The	Borrower	shall	pay	any	amount	payable	under	this	Agreement	on	its	due	date	no	later	than	11:00	a.m.	(Beijing
Time)	to	the	account	designated	by	the	Facility	Agent	at	the	Effective	Date.
8.4
Payment	by	the	Facility	Agent
	
1.
The	Facility	Agent	shall	pay	to	the	Loan	Account	the	proceeds	of	the	relevant	Advances	actually	received	by	it
pursuant	to	Clause	8.1	(
Making	Advances
)	hereof	and	shall	make	payment	pursuant	to	Clause	8.2	(
Payment	of
Advances
)	hereof	no	later	than	3:00	p.m.	(Beijing	Time)	on	each	Drawdown	Date,	and	the	Facility	Agent	is
obliged	to	notify	the	payment	of	such	Advance	to	each	Lender.
	
2.
The	Facility	Agent	shall	pay	to	the	account	of	each	Finance	Party	each	amount	actually	received	by	it	pursuant
to	Clause	8.3	(
Payment	by	the	Borrower
)	hereof	on	the	date	of	receipt	in	such	order	and	amount	as	set	out	in
Clause	8.5	(
Distribution	Order
)	hereof.
8.5
Distribution	Order
Unless	otherwise	required	by	the	laws	and	regulations,	each	payment	received	by	the	Facility	Agent	under	Clause	8.3
(
Payment	by	the	Borrower
)	hereof	shall	be	distributed	in	such	order	and	amount	as	set	out	below:
	
1.


key: chroma:document
string_value:
1.
in	and	towards	any	interest	(including	but	not	limited	to	any	compound	interest	and	default	interest)	due	and
payable	by	the	Borrower	hereunder	pro	rata	among	the	Lenders;	and
	
2.
in	and	towards	any	principal	amount	due	and	payable	by	the	Borrower	hereunder	pro	rata	among	the	Lenders.
8.6
Advances
	
1.
If	no	Material	Adverse	Event	has	occurred,	the	Facility	Agent	shall	advance	any	amount	on	behalf	of	any	Lender
within	the	Facility	Agent’s	Commitment	when	such	Lender	is	unable	to	make	the	payment.	The	Facility	Agent	is
entitled	to	recover	such	advances	from	the	Lender	who	fails	to	make	the	payment.
	
2.
Other	Lenders	may	make	payment	on	account	of	any	Lender	who	fails	to	make	payment,	and	such	other
Lenders	making	such	advances	are	entitled	to	recover	from	the	Lender	who	fails	to	make	the	payment.
21


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
8.7
Currency	of	Payments
	
1.
Any	Advance	shall	be	drawn	in	the	currency	specified	in	the	Drawdown	Notice	in	respect	of	that	Advance.
	
2.
Any	interest	accruing	on	any	amounts	shall	be	made	in	the	currency	in	which	such	amounts	are	denominated.
	
3.
Any	repayment	or	prepayment	of	any	Outstanding	Advances	shall	be	made	in	the	currency	in	which	such
Outstanding	Advances	are	denominated.
	
4.
Other	payments	payable	under	this	Agreement	shall	be	made	in	the	currency	specified	herein.
8.8
Set	Off
The	Borrower	shall	not	exercise	any	right	of	set-off	when	making	any	payment	under	this	Agreement.
8.9
Non	Business	Days
If	a	payment	payable	is	made	on	a	day	that	is	not	a	Business	Day	pursuant	to	the	provisions	of	this	Agreement,	it	shall
be	made	on	the	next	succeeding	Business	Day.
8.10
Pro	Rata	Sharing
	
1.
Except	as	otherwise	provided	in	Clause	8.10	(
Pro	Rata	Sharing
)	hereof,	if	any	Finance	Party	(the	“
Recovering
Lender
”)	receives	any	payment	due	and	payable	under	this	Agreement	from	the	Borrower	which	is	contrary	to
Clause	8.3	(
Payment	by	the	Borrower
)	hereof,	that	Recovering	Lender	shall	forthwith	notify	the	Facility	Agent	of
the	receipt	of	such	amount	(the	“
Sharing	Amount
”)	on	the	date	of	receipt	and	promptly	transfer	such	Sharing


key: chroma:document
string_value:
Amount	to	the	Facility	Agent.
	
2.
The	Facility	Agent	shall	treat	the	Sharing	Amount	received	by	it	pursuant	to	paragraph	1	of	Clause	8.10	(
Pro
Rata	Sharing
)	hereof	as	being	made	by	the	Borrower	and	shall	distribute	the	same	to	each	Finance	Party’s
account	in	accordance	with	paragraph	2	of	Clause	8.4	(
Payment	by	the	Facility	Agent
)	hereof.
22


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
Paragraph	1	of	Clause	8.10	(
Pro	Rata	sharing
)	hereof	shall	not	be	applicable	to	any	of	the	following:
	
(1)
any	payment	received	by	any	Lender	under	transfer	under	this	Agreement.
	
(2)
any	payment	recovered	by	any	Finance	Party	in	arbitration	against	the	Borrower	in	respect	of	the
disputes	arising	under	this	Agreement,	provided	that:	(i)	such	Financing	Party	shall	have	given	prior
notice	of	such	arbitration	proceeding	to	other	Finance	Parties,	and	(ii)	other	Finance	Parties	have	not
participated	in	the	said	arbitration	within	twenty	(20)	Business	Days	after	receipt	of	such	notices.
9.
STAMP	DUTIES	AND	FEES
9.1
Stamp	Duties
All	stamp	duties	in	respect	of	this	Agreement	shall	be	borne	by	the	Borrower	and	each	Finance	Party	respectively
pursuant	to	the	laws	and	regulations.
9.2
No	Syndication	Fee
The	Borrower	shall	not	pay	any	fee	in	respect	of	the	syndication	loan	under	this	Agreement,	including	but	not	limited
to	syndication	fees	such	as	commitment	fees,	arrangement	fees,	agency	fees	or	undrawn	fees,	upfront	fees,	consulting
fees	and	due	diligence	fees.
9.3
Costs	and	Expenses
Any	costs	and	expenses	(including	legal	fees,	appraiser	fees,	etc.)	incurred	in	relation	to	the	execution	of	the	Finance


key: chroma:document
string_value:
Documents	and	the	syndication	of	the	loan	hereunder	(including	but	not	limited	to	the	expenses	incurred	in	relation
to	the	preparation,	negotiation,	printing,	enforcement	and	the	syndication	process	of	this	Facility)	shall	be	borne	by
each	party	respectively.
23


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
10
.
REPRESENTATIONS	
OF	FACTS
The	Borrower	makes	the	following	representations	to	each	Finance	Party	respectively	on	the	Effective	Date	and	on
each	Drawdown	Date	(except	for	paragraph	9	(
No	Material	Default
)	and	paragraph	10	(
No	Material	Litigation	and
Arbitration
)	which	shall	be	given	only	on	the	Effective	Date)	with	reference	to	the	facts	and	circumstances	then
subsisting:
	
1.
Legal	Status
The	Borrower	is	a	company	duly	incorporated	and	validly	existing	under	the	laws	and	regulations	of	the	PRC.
	
2.
Powers
The	Borrower	has	necessary	capacity	for	civil	conduct	and	capacity	for	civil	rights	to	own	its	assets,	to	carry	out
its	operations	and	to	enter	into	and	perform	the	Finance	Documents.
	
3.
Authorization
All	necessary	internal	authorizations	for	the	Borrower	to	enter	into	and	perform	the	Finance	Documents	have
been	duly	obtained,	and	each	of	the	Finance	Documents	has	been	duly	executed	by	the	authorized	signatory	of
the	Borrower.
	
4.
Legality
Subject	to	the	Legal	Restraint,	the	obligations	to	be	assumed	by	the	Borrower	under	the	Finance	Documents
constitute	the	legal,	valid	and	binding	obligations	of	the	Borrower.
	
5.
Breach	of	Other	Documents
The	entering	into	and	performance	by	the	Borrower	of	the	Finance	Documents	do	not	and	will	not	violate	(a)	its
articles	of	association,	and/or	(b)	any	applicable	law	of	the	PRC.
	
6.


key: chroma:document
string_value:
6.
Liquidation	and	Bankruptcy	Events
The	Borrower	has	not	entered	into	any	liquidation	process,	nor	is	there	any	bankruptcy	event.
24


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
7.
Information
All	written	documents	provided	by	the	Borrower	are	true	and	valid	in	all	material	aspects	as	of	the	date	of
delivery	of	the	same.
	
8.
Material	Licenses
The	Borrower	has	obtained	material	licenses	in	relation	to	the	Project	pursuant	to	laws	and	regulations	of	the
PRC.
	
9.
No	Material	Default
To	the	Borrower’s	knowledge,	as	of	the	Effective	Date	of	this	Agreement,	there	is	no	material	default	of	the
Borrower	under	any	agreement	to	which	it	is	a	party	(material	is	defined	as	RMB500,000,000	(or	its	equivalent
in	other	currency)).
	
10.
No	Material	Litigation	and	Arbitration
To	the	Borrower’s	knowledge,	as	of	the	Effective	Date	of	this	Agreement,	there	is	no	litigation	or	arbitration	of
the	Borrower	that	will	produce	any	Material	Adverse	Effect	(other	than	those	of	a	frivolous	or	vexatious	nature
which	the	Borrower	is	contesting	in	good	faith).
11.
COVENANTS
The	Borrower	undertakes	with	each	Finance	Party	as	follows:
	
1.
Compliance	with	Law
The	Borrower	shall	ensure	that	any	laws,	regulations	and	rules	relevant	to	its	business	and	operation	will	be
complied	with	in	all	material	respects.
	
2.
Permits
The	Borrower	shall	obtain,	maintain	and	comply	with	all	government	approvals	or	filings	in	relation	to	the
Project.
	
3.
Supply	of	Information
	
(1)


key: chroma:document
string_value:
3.
Supply	of	Information
	
(1)
The	Borrower	shall,	within	one	hundred	and	eighty	(180)	days	after	the	end	of	each	financial	year	or
such	longer	period	as	consented	by	the	Facility	Agent	(and	the	Facility	Agent	shall	not	unreasonably
reject	or	delay	to	give	such	consent),	provide	the	Facility	Agent	with	its	audited	financial	statements.
25


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(2)
The	Borrower	shall,	within	
ninety
	(90)	days	after	the	end	of	
each
	
semi
-financial	year	or	such	longer
period	as	consented	by	the	Facility	Agent	(and	the	Facility	Agent	shall	not	unreasonably	reject	or	delay
to	give	such	consent),	provide	the	Facility	Agent	with	its	unaudited	financial	statements
	
in	respect	of
that	
semi-
financial	year.
	
(3)
The	Borrower	shall	provide	the	Facility	Agent	a	statement	with	respect	to	the	investment	and
construction	progress	of	this	Project	at	the	end	of	each	quarter.
	
4.
Project	Capital
The	Borrower	shall	ensure	that	the	ratio	of	the	paid-up	capital	funds	of	the	Project	and	the	aggregate	drawdown
amount	is	no	less	than	2:8,	and	the	Project	capital	funds	shall	be	applied	to	the	Project	before	the	utilization	of
the	Advance.	The	Borrower	shall	ensure	that	the	Project	capital	has	been	fully	paid	on	the	earlier	of:	(1)	the	end
of	the	Availability	Period;	or	(2)	the	next	Drawdown	Date	after	the	total	drawn	down	amount	reaches	90%	of	the
Facility.	For	the	avoidance	of	doubt,	before	the	capital	funds	of	the	Project	(i.e.	20%	of	the	total	investment
amount	set	forth	in	the	Shanghai	foreign	investment	project	filing	certificate	for	the	Project)	is	fully	paid-up,	the
drawdown	amount	shall	not	exceed	90%	of	the	Facility.
	
5.
External	Financing
If	the	Borrower


key: chroma:document
string_value:
5.
External	Financing
If	the	Borrower
	incurs	any	other	financing	for	the	Project
,	proceeds	of	such	financings	shall	firstly	be	used	to
repay	the	Facility	hereunder	(for	the	avoidance	of	doubts,	this	provision	does	not	limit	the	Borrower	from
borrowing	from	its	shareholders	or	other	Affiliate	Companies	within	the	group;	the	Borrower	may	borrow	from
its	shareholders	or	other	Affiliate	Companies	within	the	group	without	repaying	the	Facility	hereunder).
	
6.
Equity	Investment
Without	the	consent	of	the	Majority	Lenders,	the	Borrower	shall	not	make	any	equity	investment	during	the
Loan	Period.
	
7.
Reduction	of	Registered	Capital
There	can	be	no	reduction	of	the	registered	capital	of	the	Borrower	during	the	Loan	Period	without	the	prior
consent	of	the	Facility	Agent.
26


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
8.
Negative	Pledge
The	Borrower	shall	not	create	any	Security	Interests	over	any	of	its	Project	related	assets,	except	for:
	
(1)
Any	lien	arising	in	the	ordinary	course	of	trading,	any	statutory	priority	arising	from	construction
projects	and	other	Security	Interests	arising	by	operation	of	laws	and	regulations,
	
(2)
Security	Interests	arising	in	the	ordinary	course	of	business	of	the	Borrower	(including	but	not	limited
to	any	priority	over	goods,	materials	or	equipment	(acquired	in	an	arm’s	length	transaction)	incurred	or
constituted	by	any	title	retention	arrangement	in	the	terms	and	conditions	set	out	by	the	supplier	or
seller	in	relevant	agreements),
	
(3)
Security	Interests	created	according	to	the	Finance	Documents,	or
	
(4)
the	Security	Interest	created	with	the	consent	of	the	Majority	Lenders	(such	consent	shall	not	be
unreasonably	withheld	or	delayed	by	the	Majority	Lenders).
	
9.
Material	Default	Notification
The	Borrower	shall	notify	the	Facility	Agent	of	material	default	under	any	liability	of	the	Borrower	to	any	third
party	(material	is	defined	as	exceeding	the	greater	of	(i)	RMB750,000,000	(or	its	equivalent	in	other	currency)
or	(ii)	20%	of	the	Borrower’s	Net	Assets).
	
10.
Cost	Overruns
All	cost	overruns	in	the	construction	of	the	Project	(exceeding	the	financing	amount	hereunder)	shall	be	self-


key: chroma:document
string_value:
funded	(for	the	avoidance	of	doubt,	financings	from	banks	other	than	the	Lenders	shall	not	be	considered	self-
funded)	by	the	Borrower.
	
11.
Revenue	Collection	Account	Management
	
(1)
The	Borrower	shall	collect	all	of	its	operating	revenue	directly	into	any	of	the	Revenue	Collection
Accounts.	The	foregoing	provision	shall	not	apply	to	any	failure	to	collect	such	revenues	which	failure	is
not	attributable	to	the	Borrower.
27


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(2)
Subject
	to	the	Account	Control	Agreement,	the	Borrower	shall	be	entitled	to	withdraw,	utilize	or	apply
funds	from	any	Revenue	Collection	Account	for	its	daily	business	operation	without	limitation.
Notwithstanding
	the	above
,	
the	Borrower	shall	not	transfer	funds	from	the	Revenue	Collection	Accou
nt
to	any	of	its	accounts	
under
	the	same	
account	
name	opened	
with	banks	other	than
	the	Finance	Parties
,
except	
for
	the	following	circumstances:
	
(a)
the	transfer
	
is	used	to	repay	loans	for	the	purpose	of	the	Project	borrowed	from	the	Borrower’s
shareholders	or	any	other	Affiliate	Company	within	the	group;
	
(b)
the	transfer	is	used	for	the	purpose	of	repaying	any	of	its	working	capital	loans;
	
(c)
the	transfer	is	used	for	currency	conversion	for	the	purpose	of	payment	of	expenses	related	to	the
Project;	or
	
(d)
other	transfers	agreed	by	the	Majority	Lenders	(the	Majority	Lenders	shall	not	unreasonably
refuse	or	delay	to	give	such	consent).
	
(3)
Account	Balance	Undertaking
During	the	Loan	Period,	the	Borrower	shall	ensure	the	total	capital	balance	of	the	Revenue	Collection
Accounts	is	not	less	than	the	aggregate	amount	of	principal	and	interest	payable	on	the	next	Interest
Payment	Date	and/or	the	next	Repayment	Date.
	
12.
Conditions	Subsequent
	
(1)


key: chroma:document
string_value:
12.
Conditions	Subsequent
	
(1)
The	Borrower	shall	complete	the	mortgage	registration	under	the	Mortgage	Agreement	over	the	Land
within	one-hundred	and	twenty	(120)	days	after	executing	the	Mortgage	Agreement	over	the	Land,
provided	that	the	Security	Agent	has,	at	the	reasonable	request	of	the	Borrower,	taken	all	necessary
acts	and	delivered	all	necessary	documents	for	the	purpose	of	the	mortgage	registration.
	
(2)
The	Borrower	shall	execute	the	relevant	mortgage	agreements	and	further	complete
	
the	mortgage
registration	of	the	joint	plant	I	mortgaged	to	the	Security	Agent	within	one-hundred	and	twenty	(120)
days	upon	obtaining
	
the	real	estate	certificate	of	the	joint	plant	I	of	the	Project,	provided	that	the
Security	Agent	has,	at	the	reasonable	request	of	the	Borrower,	taken	all	necessary	acts	and	delivered
all	necessary	documents	for	the	purpose	of	the	mortgage	registration.
28


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(3)
The	Borrower	shall	execute	the	relevant	mortgage	agreements	and	further	complete
	
the	mortgage
registration	of	the	
relevant	
plant	mortgaged	to	the	Security	Agent	within	one-hundred	and	twenty	(120)
days	upon	obtaining
	
all	
real	estate	certificate
s
	of	the	plant	
(except	the	joint	plant	I)
the	Project,	provided
that	the	Security	Agent	has,	at	the	reasonable	request	of	the	Borrower,	taken	all	necessary	acts	and
executed	and	delivered	all	necessary	documents	for	the	purpose	of	the	mortgage	registration
	
(4)
If	the	Borrower	has	used	its	commercially	reasonable	endeavors	but	has	not	been	able	to	complete	the
mortgage	registrations	required	from	
item	(1)	through	item	(3)	above	due	to	the	registration	authority’s
rejection	to	accept	the	mortgage	registrations	for	any	reason	beyond	the	control	of	the	Borrower	it	shall
not	constitute	an	Event	of	Default	of	the	Borrower.	The	Borrower	shall	continue	to	cooperate	with	the
Security	Agent	to	conduct	the	mortgage	registration	herein.	Meanwhile,	the	Borrower	shall	ensure	that
it	will	not	create	any	Security	Interests	over	the	land	use	right	and	the	plant	to	be	mortgaged	under
relevant	mortgage	agreements	in	favor	of	any	third	party	other	than	the	Lenders.
	
(5)
Conditions	Subsequent	in	respect	of	the	Borrower’s	Insurance
	
(a)
The	Borrower	shall	submit	an	endorsement	showing	that	the	Security	Agent	has	been	designated


key: chroma:document
string_value:
as	the	first	beneficiary	under	the	joint	plant	IV	all-risks	insurance	within	one-hundred	and	twenty
(120)	days	after	the	Effective	Date	of	this	Agreement.
	
(b)
If	the	Borrower	insures	any	equipment	related	to	the	Project,	the	Security	Agent	shall	be
designated	as	the	first	beneficiary	of	such	insurance.
	
(c)
During	the	Loan	Period,	except	the	all-risk	insurance	of	the	joint	plant	I,	the	Borrower	shall	insure
any	construction	in	progress	or	plant	buildings	related	to	the	Project	and	timely	renew	the
insurance,	and	the	Security	Agent	shall	be	designated	as	the	first	beneficiary	of	such	insurance.
29


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(d)
Upon	the	occurrence	of	any
	insurance	claim,	(i)	if	the	
amount	of	insurance	proceeds
	is	less	than
or	equal	to	60%	of	the	
value	of	the	
insured
	
assets	of
	
the	Project
,	the	Security	Agent	shall
,
	
after
receiving	the	
insurance	proceeds
,	
transfer	the	
such	insurance	proceeds
	to	the	Borrower	for
replacing	
or	repairin
g	
the	corresponding
	insured	assets;	(ii)	i
f	the	
amount	of	insurance	proceeds
exceeds	60%	of	the	
value	of	the	
insured	
assets
	of	the	Project
,	the	Borrower	
and
	the	Security
Agent	
wi
ll
	negotiate	in	good	faith	
on	
the	
use	
of	the	
insurance	proceeds
.	I
f	the	Borrower	has
provided	its	
replacement	
or	
repair	
plan	of	
the
	
relevant	insured
	assets,	
the	Security	Agent	shall
assess	such	plan.	If	the	Security	
A
gent	confirms	that	the	plan	is	acceptable,	the	Security	Agent
shall	transfer	the	relevant	
insurance	proceeds	
to	Borrower.	If	the	Security	Agent	refuses	to	accept
such	plan,	
such	insurance	proceeds
	may	be	used	to	prepay	the	loans	under	this	Agreement.
However,	
the	Security	Agent	shall	not	unreasonably	refuse	
to	
accept	such	plan
.
12.
EVENTS	OF	DEFAULT
12.1
Events	of	Default


key: chroma:document
string_value:
EVENTS	OF	DEFAULT
12.1
Events	of	Default
Only	the	following	events	constitute	Events	of	Default	by	the	Borrower:
	
1.
Payment	Default
The	Borrower	fails	to	pay	any	amount	due	and	payable	on	the
	
Repayment	Date	or	Interest	Payment	Date	in
accordance	with	the	provisions	of	this	Agreement,	and	fails	to	remedy	such	default	within	twenty	(20)	days	from
the	Repayment	Date	or	Interest	Payment	Date.
	
2.
Misappropriation
The	Borrower	misappropriates	any	Advance	within	the	Loan	Period	and	fails	to	remedy,	including	by	using	such
misappropriated	funds	for	a	purpose	set	forth	in	the	Finance	Documents	or	repayment	by	Borrower	of	such
misappropriated	funds,	within	twenty	(20)	days	upon	occurrence	of	such	misappropriation.
	
3.
Misrepresentation
The	representations	or	statements	made	in	Clause	10	(
Representations	of	Facts
)	hereof	by	the	Borrower	is
untrue	and	causes	a	Material	Adverse	Effect,	and	the	Borrower	fails	to	remedy	such	default	within	forty-five
(45)	days	from	the	date	on	which	the	Facility	Agent	issues	a	written	notice	to	the	Borrower.
30


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
4.
Breach	of	Other	Obligation
	
(a)
The	Borrower	fails	to	perform	the	covenants	made	in	Clause	11	(
Covenants
)	hereof	or	comply	with	other
obligations	hereunder	and	causes	a	Material	Adverse	Effect,	and	fails	to	remedy	such	default	within	forty-
five	(45)	days	from	the	date	on	which	the	Facility	Agent	issues	a	written	notice	to	the	Borrower.
	
(b)
Notwithstanding	the	foregoing,	it	will	not	constitute	an	Event	of	Default	by	the	Borrower	under	this
Clause	12.1	solely	on	the	grounds	that	Borrower	failed	to	comply	with	item	11(3)	of	Article	11
(
Covenants
).
	
5.
Bankruptcy	Process
The	Borrower	is	insolvent	or	enters	into	bankruptcy	process	and	fails	to	remedy	or	terminate	the	bankruptcy
process	within	sixty	(60)	days	upon	the	occurrence	of	such	events.
	
6.
Enforcement	Events
The	assets	of	the	Borrower	with	an	aggregate	value	exceeding	the	greater	of	(i)	RMB0750,000,000	(or	its
equivalent	in	another	currency)	
or	(ii)	20%	of	the	Borrower’s	Net	Assets	are	enforced,	distressed,	seized	or
frozen	based	on	the	final	judgment	of	the	court,	and	such	actions	are	not	discharged	within	sixty	(60)	days.
	
7.
Cross	Default
The	Borrower	fails	to	pay	any	uncontested	indebtedness	with	an	aggregate	value	exceeding	the	greater	of	(i)


key: chroma:document
string_value:
RMB750,000,000	(or	its	equivalent	in	another	currency)	or	(ii)	20%	of	the	Borrower’s	Net	Assets	on	the
maturity	date	or	upon	expiry	of	the	grace	period,	and	fails	to	remedy	within	one-hundred	and	eighty	(180)	days
from	the	date	on	which	the	Facility	Agent	issues	a	written	notice.
12.2
Remedies	Available	to	the	Finance	Parties
	
1.
Notices
	
(1)
Any	Lender	shall	promptly	notify	the	Facility	Agent	upon	becoming	aware	of	an	Event	of	Default.
	
(2)
The	Facility	Agent	shall	notify	each	Lender	upon	being	notified	by	the	Borrower	or	any	Lender	of	the
occurrence	of	an	Event	of	Default.
31


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(3)
The	Facility	Agent	shall	notify	the	Borrower	upon	being	notified	by	any	person	other	than	the	Borrower	of
the	occurrence	of	an	Event	of	Default,	so	that	the	Borrower	can	confirm	and	explain	or	make	remedies.
	
2.
Remedies
During	the	period	when	any	Event	of	Default	occurred	and	is	continuing,	the	Facility	Agent	may	(acting	on	the
decisions	of	the	Majority	Lenders),	after	giving	written	notice	to	the	Borrower,	exercise	one	or	more	of	the
following	rights	in	any	order:
	
(1)
to	grant	any	waiver	or	approve	any	remedy	of	the	relevant	Event	of	Default;
	
(2)
to	declare	suspension	of	all	or	any	part	of	Advances	requested	in	any	Drawdown	Notice	which	have	not
been	drawn;
	
(3)
to	cancel	all	or	any	part	of	Total	Commitments;	whereupon	so	declared	the	Commitment	of	each	Lender
shall	be	cancelled	pro	rata	and	the	Total	Commitments	so	cancelled	may	not	be	borrowed	again;
	
(4)
to	declare	all	or	any	Outstanding	Advances	together	with	all	accrued	interests,	fees	(if	any)	and	other
amounts	hereunder	immediately	due	and	payable;	and
	
(5)
to	enforce	the	Security	created	under	the	Mortgage	Agreement	over	the	Land	and	any	other	Finance
Documents.
	
3.
Action	by	the	Facility	Agent
Each	right	of	remedies	hereunder	or	the	right	of	any	Finance	Party	to	commence	and	continue	any	legal	dispute


key: chroma:document
string_value:
resolution	proceedings	against	the	Borrower	may	be	exercised	through	the	Facility	Agent.
	
4.
Undertakings	of	the	Finance	Parties
	
(1)
Each	Finance	Party	agrees	not	to	exercise	any	of	its	rights	under	this	Agreement	in	a	way	that	would
conflict	with	this	Agreement.
	
(2)
Each	Finance	Party	undertakes	with	each	other	Finance	Party	that,	except	where	this	Agreement
specifically	provides	otherwise,
	
(i)
it	will	not	demand	from	or	accept	any	payment	of	any	type	to	be	separately	applied	towards	the
satisfaction	of	any	debt	owing	to	it	by	the	Borrower	under	this	Agreement;	and
32


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(ii)
it	will	not	separately	demand	or	accept	any	Security	Interests	or	financial	support	with	respect	to
any	debt	owing	to	it	by	the	Borrower	under	this	Agreement.
	
5.
Deduction
When	an	Event	of	Default	is	continuing,	each	Finance	Party	shall	have	the	right	to	deduct	from	any	account
opened	by	the	Borrower	with	that	Finance	Party	and	transfer	to	the	Facility	Agent	for	pro	rata	sharing	in
accordance	with	Clause	8.10	(
Pro	Rata	Sharing
)	of	this	Agreement.
13.
RELATIONSHIP	AMONG	FINANCE	PARTIES
13.1
Appointment	of	the	Agent
	
1.
Each	of	the	other	Finance	Parties	hereby	irrecoverably	appoints	the	Facility	Agent	to	act	as	its	agent	under	and
in	connection	with	this	Agreement,	and	authorizes	the	Facility	Agent	to	exercise	the	rights	which	are
specifically	delegated	to	the	Facility	Agent	under	this	Agreement	together	with	any	other	reasonable	incidental
rights.
	
2.
Each	of	the	other	Finance	Parties	hereby	authorizes	the	Security	Agent	to	directly	execute	the	Mortgage
Agreement	over	the	Land	and	any	other	Finance	Documents	to	which	the	Security	Agent	is	a	party	and	the
supplementary	or	amendment	agreements	thereto	with	the	Borrower	in	accordance	with	the	principles	and
relevant	facts	determined	in	this	Agreement,	or	execute	and	submit	the	Mortgage	Agreement	over	the	Land	and
any	other	relevant	Finance	Documents	in	the	form	required	by	the	local	registration	authority,	or	appropriately


key: chroma:document
string_value:
reduce	the	amount	of	the	secured	claims	according	to	the	requirements	of	the	local	registration	authority	to
meet	its	internal	requirements	that	the	amount	of	secured	claims	must	be	lower	than	the	evaluation	value	of	the
collateral.
13.2
Nature	of	Agency
	
1.
The	relationship	among	the	Agent	and	other	Finance	Parties	is	that	of	principal	and	agent	only.
	
2.
The	Agent	is	not	the	agent	of	the	Borrower	in	any	respect.
33


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
13.3
Duties	of	the	Facility	Agent
	
1.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	the	originals	or	copies	of	any	document
from	any	party	to	this	Agreement	for	any	other	party	to	this	Agreement,	forward	the	same	to	that	other	party;
except	where	provided	otherwise	in	this	Agreement,	the	Facility	Agent	is	not	responsible	for	the	adequacy,
accuracy	or	completeness	of	the	form	and	substance	of	any	document	it	forwards	to	any	other	party	to	this
Agreement.
	
2.
The	Facility	Agent	shall	open	and	maintain	accounts	in	connection	with	this	Agreement	and,	upon	demand	by
each	Lender,	provide	that	Lender	with	such	accounts.
	
3.
The	Facility	Agent	shall	be	responsible	for	the	management	and	control	of	making	Advances	and	the	payment,
and	the	payment	of	principal	and	interest	by	the	Borrower	in	accordance	with	Clause	8.1	
(Making	Advances
),
8.2	(
Payment	of	Advances
)	and	Clause	8.4	(
Payment	by	the	Facility	Agent
)	hereof.
	
4.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	a	notice	from	any	party	to	this	Agreement
that	the	occurrence	of	an	Event	of	Default,	notify	each	Finance	Party.
	
5.
The	Facility	Agent	shall	notify	each	Finance	Party	within	one	(1)	Business	Day	upon	becoming	aware	of	failure


key: chroma:document
string_value:
to	make	any	payment	due	and	payable	by	any	party	to	this	Agreement	to	any	other	Finance	Party	pursuant	to
this	Agreement.
	
6.
The	Facility	Agent	shall,	acting	in	accordance	with	the	decisions	of	the	Majority	Lenders,	organize	each	Finance
Party	to	commence	and/or	participate	in	any	arbitration	or	legal	dispute	resolution	proceedings	relating	to	this
Agreement,	provided	that,	each	Lender	shall	have	indemnified	or	made	advances	to	the	Facility	Agent	against
any	and	all	costs,	fees,	expenses	(including	but	not	limited	to	legal	fees)	and	liabilities	sustained	or	to	be
sustained	or	incurred	by	the	Facility	Agent	in	acting	in	accordance	with	such	decisions.
	
7.
The	Facility	Agent	shall	have	no	liability	to	any	other	party	to	this	Agreement	for	any	party’s	breach	of	any
provision	of	this	Agreement.
	
8.
If	any	decision	of	the	Majority	Lenders	or	all	the	Lenders	or	acting	in	accordance	with	such	decision
contravenes	or	would	contravene	the	laws	and	regulations,	after	giving	prior	notice	to	each	Finance	Party,	the
Facility	Agent	may	not	act	in	accordance	with	such	decisions.
	
9.
The	Facility	Agent	shall	perform	each	of	its	obligations	under	this	Agreement	with	care	and	diligence.
34


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
10.
The	Facility	Agent’s	obligations	under	the	Finance	Documents	are	solely	operational	and	administrative	in
nature.	The	Facility	Agent	shall	have	no	other	obligations	except	as	expressly	provided	in	the	Finance
Documents.
13.4	Duties	of	the	Security	Agent
	
1.
The	Security	Agent	shall	notify	the	Facility	Agent	of	any	notice,	document	or	payment	notice	received	by	it
(acting	in	its	capacity	as	the	Security	Agent	for	the	Finance	Parties)	from	any	obligor	under	any	Finance
Documents	as	soon	as	possible.
	
2.
The	Security	Agent	shall
	
deliver	to	any	other	party	any	original	or	copy	of	any	document	delivered	by	any	party
of	this	Agreement	to	the	other	party	through	the	Security	Agent	upon	received	such	documents;	unless
otherwise	agreed	in	this	Agreement,	the	Security	Agent	shall	not	be	responsible	for	reviewing	the	adequacy,
accuracy	or	completeness	of	the	format	and	content	of	any	document	delivered	by	it.
	
3.
The	Security	Agent	shall	notify	each	Finance	Party	as	soon	as	possible	after	receiving	a	notice	from	any	party	of
this	Agreement	that	an	Event	of	Default	has	occurred.
	
4.
The	Security	Agent	has	the	authority	to	enter	into	each	of	the	Finance	Documents	expressly	required	to	be
entered	into	by	it.
	
5.
The	Security	Agent	holds	the	relevant	Security	only	on	behalf	of	the	Finance	Parties	in	accordance	with	the
terms	of	the	relevant	Finance	Documents.
	
6.


key: chroma:document
string_value:
terms	of	the	relevant	Finance	Documents.
	
6.
The	Security	Agent	shall	enforce	any	Security	or	exercise	any	right,	power,	authority	or	discretion	specifically
vested	in	the	Security	Agent	under	or	in	connection	with	the	Finance	Documents.
	
7.
The	Security	Agent’s	obligations	under	the	Finance	Documents	are	solely	operational	and	administrative	in
nature.	The	Security	Agent	shall	have	no	other	obligations	except	as	expressly	provided	in	the	Finance
Documents.
13.5	Rights	of	the	Facility	Agent
	
1.
Unless	it	has	the	knowledge	to	the	contrary,	the	Facility	Agent	may	assume:
	
(1)
any	representation	of	facts	made	under	or	in	connection	with	this	Agreement	by	any	other	party	to	this
Agreement	is	true,	complete	and	accurate.
	
(2)
no	Event	of	Default	is	continuing.
35


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(3)
no	other	party	to	this	Agreement	has	breached	its	obligation	under	this	Agreement.
	
(4)
any	right	vested	in	any	other	party	to	this	Agreement	or	the	Majority	Lenders	or	all	the	Lenders	has	not
been	exercised.
	
2.
The	Facility	Agent	may	engage,	pay	for	and	act	in	reliance	on	the	advice	and	services	of	lawyers,	accountants,
appraisers,	translators	or	other	professional	advisers	as	it	deems	necessary	and	accepted	by	all	the	Lenders.
	
3.
The	Facility	Agent	may	act	in	reliance	on	any	communication	or	document	believed	by	it	to	be	true.
	
4.
The	Facility	Agent	may	disclose	to	any	other	party	to	this	Agreement	any	information	believed	by	it	to	be
reasonably	received	pursuant	to	the	provisions	of	this	Agreement.
13.6	Independent	Credit	Appraisal	and	Subsequent	Management	of	the	Loan
Each	Lender	confirms	that	it	has	been	and	will	continue	to	be	solely	responsible	for	making	an	independent
investigation,	review	and	assessment	of	the	financial	condition,	creditworthiness,	business,	legal	status	and	other
conditions	of	the	Borrower.		Further,	each	Lender	confirms	that	it	has	made	independent	judgments	and	decisions
and	will	assume	the	risks	of	such	judgments	and	decisions,	including	but	not	limited	to:
	
1.
investigation,	review	and	assessment	of	the	adequacy,	accuracy	or	completeness	of	any	information	relating	to


key: chroma:document
string_value:
any	other	party	to	this	Agreement	or	the	transactions	contemplated	under	this	Agreement	whether	such
information	is	supplied	to	that	Lender	by	the	Facility	Agent	or	the	Lead	Arranger;
	
2.
investigation,	review	and	assessment	of	the	financial	condition,	creditworthiness,	business,	legal	status	or	other
conditions	of	any	other	party	to	this	Agreement;
	
3.
investigation,	review	and	assessment	of	the	legality,	effectiveness,	binding	effect,	sufficiency	or	enforceability	of
this	Agreement	or	any	document	in	connection	therewith	or	any	action	taken	or	to	be	taken	by	any	other	party
to	this	Agreement;
	
4.
The	Facility	Agent	and	the	Account	Bank	shall	fulfill	its	supervisory	responsibility	of	the	accounts	opened	by
Borrower	under	this	Agreement;	and	each	Finance	Party	shall	independently	fulfill	the	subsequent	management
responsibility	of	the	loans,	and	may	require	material	and	information	necessary	for	fulfilling	such
responsibilities	through	the	Facility	Agent.
36


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
13.7	Agent	and	Lead	Arranger	as	Lenders
If	the	Agent	or	the	Lead	Arranger	is	also	a	Lender,	it	shall	be	entitled	to	rights	and	subject	to	liabilities	as	a	Lender	in
accordance	with	the	provisions	of	this	Agreement.
13.8	Syndication	Conference
	
1.
Decision-making	Mechanism	of	the	Lenders
	
(1)
In	the	circumstance	that	the	decisions	of	the	Majority	Lenders	or	all	the	Lenders	are	expressly	required
pursuant	to	the	provisions	of	this	Agreement,	any	Lender	may	notify	the	Facility	Agent	upon	becoming
aware	of	its	occurrence,	whereupon	the	Facility	Agent	shall	promptly	notify	each	Lender	and	request
decisions	to	be	made	upon	receipt	of	such	notice	or	upon	becoming	aware	of	the	same.
	
(2)
Each	Lender	shall,	upon	receipt	of	a	notice	issued	by	the	Facility	Agent	pursuant	to	this	Clause	13.8
(
Syndication	Conference
),	notify	the	Facility	Agent	of	its	decisions	within	the	time	limit	specified	therein.
	
(3)
Unless	otherwise	provided	in	this	Agreement,	the	Facility	Agent	shall	act	in	accordance	with	the	decisions
of	the	Majority	Lenders	or	all	the	Lenders	pursuant	to	the	provisions	of	this	Agreement;	the	Facility	Agent
shall	bear	no	liability	to	other	parties	to	this	Agreement	for	taking	or	refraining	from	any	action	if	it	acts	in
accordance	with	the	decisions	of	the	Majority	Lenders	or	all	the	Lenders.
	
(4)


key: chroma:document
string_value:
(4)
The	decisions	of	the	Majority	Lenders	or	all	the	Lenders	made	in	accordance	with	the	provisions	of	this
Agreement	shall	be	binding	on	each	Lender,	and	each	Lender	shall	assist	the	Facility	Agent	in	carrying
out	any	such	decision	of	the	Majority	Lenders	or	all	the	Lenders.
	
(5)
In	the	absence	of	a	decision	from	the	Majority	Lenders	or	all	the	Lenders	in	accordance	with	the
provisions	of	this	Agreement,	the	Facility	Agent	shall	make	a	preliminary	settlement	proposal	in	respect	of
the	circumstance	and	solicit	opinions	of	each	Lender	in	accordance	with	the	procedures	described
above.		If	any	Lender	fails	to	notify	the	Facility	Agent	of	its	decisions	within	the	time	limit	specified	in	the
notice	issued	by	the	Facility	Agent,	it	shall	be	deemed	as	having	approved	such	settlement	proposal.
37


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(6)
The	Facility	Agent	may	(but	is	not	obliged	to)	take	or	refrain	from	an	action	if	it	considers	such	action	or
inaction	is	in	the	best	interest	of	the	relevant	Lenders.
	
2.
Consent	of	all	the	Lenders
Except	as	otherwise	provided	in	this	Agreement,	without	the	consent	of	all	Lenders,	no	amendment	to	this
Agreement	shall:
	
(1)
change		the	Commitment,	the	Total	Commitments	or	the	currency	of	the	Advances;
	
(2)
change	the	Loan	Period;
	
(3)
a	change	of	the	Interest	Rate	or	the	Default	Interest	Rate,	except	as	otherwise	provided	in	this
Agreement;
	
(4)
change	the	currency,	the	amount	or	the	payment	date	of	any	sum	payable	to	any	Finance	Party	under	this
Agreement;
	
(5)
amend	the	definition	of	the	"Majority	Lenders";
	
(6)
amend	Clause	17	(
Amendments	and	Waivers
)	hereof.
	
3.
Syndication	Conference	Procedures	and	Rules
	
(1)
Upon	the	circumstances	where	the	Facility	Agent	shall	act	in	accordance	with	the	decisions	of	the
Majority	Lenders	or	(as	the	case	may	be)	all	the	Lenders	pursuant	to	this	Agreement,	the	Facility	Agent
shall	convene	and	preside	over	the	syndication	conference.
	
(2)
In	addition	to	the	circumstances	stipulated	in	the	first	paragraph	above,	the	Facility	Agent	shall	be


key: chroma:document
string_value:
responsible	for	the	convening	of	the	syndication	conference	in	time	upon	the	following	circumstances:
	
(a)
any	material	matter	deemed	as	necessary	to	be	decided	by	convening	a	syndication	conference	by
the	Lead	Arranger;	or
	
(b)
joint	written	proposal	of	the	Lenders	whose	commitments	aggregate	one	third	or	more	of	the	Total
Commitments.
38


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(3)
If	the	Facility	Agent	convenes	a	syndication	conference,	it	shall	give	written	notice	to	each	Lender	at	least
five	(5)	Business	Days	or	a	shorter	period	determined	by	the	Facility	Agent	prior	thereto.	However,	at	the
Facility	Agent’s	discretion	and	in	accordance	with	this	Agreement,	it	may	give	the	notice	of	the
syndication	conference	in	such	manner	that	it	deems	to	be	positive	for	relevant	Lenders.	The	notice	of	the
conference	shall	include	the	time,	place,	manner	and	the	proposal	of	the	syndication	conference.
	
(4)
The	syndication	conference	may	be	held	on	site	or	by	communications	or	by	written	consents	(with	the
Facility	Agent	notifying	each	Lender	by	facsimile	to	get	its	consent).	The	manner	of	the	conference	will	be
decided	by	the	Facility	Agent	and	will	be	specified	in	the	notice	of	the	conference.	However,	to	minimize
expense,	the	Facility	Agent	shall	choose	to	hold	the	conference	by	written	consent	to	the	extent	possible.
In	the	case	of	a	communication	conference,	the	specific	method	of	communication	and	making	written
resolutions	will	be	decided	by	the	Facility	Agent	and	will	be	specified	in	the	notice	of	the	conference.
	
(5)
If	any	of	the	Lenders	fail	to	instruct	the	Facility	Agent	in	relation	to	a	matter	to	be	decided	by	the	Majority
Lenders	or	by	all	the	Lenders	(as	the	case	may	be)	before	the	date	of	its	decision,	it	shall	be	deemed	as
having	approved	such	matter.


key: chroma:document
string_value:
having	approved	such	matter.
	
(6)
Each	Lender	shall,	within	two	(2)	Business	Days	upon	the	receipt	of	the	notice	of	conference,	notify	the
Facility	Agent	whether	it	will	attend	the	conference,	and	may	submit	the	provisional	proposal	two	(2)
Business	Days	prior	to	the	conference.		The	Facility	Agent	shall	notify	other	Lenders	of	such	provisional
proposal.
	
(7)
Each	Lender	may	appoint	one	or	two	authorized	representatives	and	several	general	representatives	to
attend	the	syndication	conference.	All	representatives	may	participate	in	discussions	and	offer	opinions,
but	only	the	authorized	representatives	are	entitled	to	vote	on	behalf	of	that	Lender.
	
(8)
A	valid	resolution	of	the	syndication	conference	shall	be	recorded	in	writing	by	the	Facility	Agent	and
affixed	with	the	company	chop	of	each	Lender.	An	original	of	the	valid	resolution	of	the	syndication
conference	shall	be	sent	to	each	Lender.	Not	all	the	valid	resolutions	need	to	be	disclosed	to	the	Borrower
unless	it	is	related	to	the	rights,	obligations	or	other	interests	of	the	Borrower	under	this	Agreement.
39


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
4.
Intercreditor	Agreement
The	Finance	Parties	may	enter	into	an	intercreditor	agreement	separately,	provided	that	such	agreement	shall
not	prejudice	any	right	or	increase	any	obligation	of	the	Borrower	under	this	Agreement.
13.9	Compensation	by	the	Lenders
Each	Lender	shall,	within	three	(3)	Business	Days	upon	the	request	of	the	Facility	Agent,	make	compensation	to	the
Facility	Agent	against	all	reasonable	costs,	fees,	losses,	expenses	(including	legal	fees)	and	liabilities	(except	those
caused	by	the	negligence	or	misconduct	of	the	Facility	Agent)	incurred	or	to	be	incurred	by	the	Facility	Agent	in
acting	as	an	agent	pursuant	to	this	Agreement	in	proportion	to	its	Commitment	Percentage.
13.10	Deduction	by	the	Agent
If	any	Finance	Party	owes	an	amount	to	the	Agent	under	this	Agreement,	the	Agent	may,	after	giving	notice	to	that
Finance	Party,	deduct	an	amount	not	exceeding	that	amount	from	any	payment	to	that	Finance	Party	which	the	Agent
would	have	otherwise	obliged	to	make	under	this	Agreement	and	apply	the	amounts	deducted	towards	the
satisfaction	of	the	amounts	owed,	and,	the	amounts	so	deducted	shall	be	regarded	as	having	been	received	by	the
indebted	Finance	Party.
13.11	Other	Business
Each	Finance	Party	(including	its	branches)	may	accept	deposits	from,	make	other	loans	to	or	engage	in	any	other


key: chroma:document
string_value:
banking	business	with	the	Borrower.
13.12	Dealings	with	the	Lender
Unless	the	Agent	receives	a	notice	from	the	relevant	Lender	issued	in	accordance	with	the	provisions	of	this	Agreement
stating	the	contrary,	it	may	assume	that	such	Lender	is	entitled	to	payments	under	this	Agreement.
14.
TRANSFER
14.1
	
Transferee
This	Agreement	is	binding	and	effective	on	each	party	hereto	and	their	respective	successors	and	assignees.
14.2	Transfer	by	the	Borrower
Unless	otherwise	consented	to	by	all	Lenders,	the	Borrower	may	not	transfer	all	or	any	of	its	rights	or	obligations
under	this	Agreement.
40


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
14.3	Transfer	by	the	Lenders
Any	Lender	(the	“
Transferring	Lender
”)	intending	to	transfer	all	or	any	of	its	rights	and/or	obligations	hereunder	to
one	or	more	financial	institutions	(the	“
Transferee	Bank
”)	shall	give	at	least	ten	(10)	Business	Days’	prior	notice
(the	“
Transfer	Notice
”)	to	the	Borrower	and	the	Facility	Agent,	and	obtain	the	prior	written	consent	of	the
Borrower.	However,	no	prior	written	consent	is	required	under	the	following	circumstances:	(1)	the	Transferring
Lender	transfers	all	or	any	of	its	rights	and/or	obligations	hereunder	to	other	Lenders;	(2)	the	Transferring	Lender
transfers	all	or	any	rights	and/or	obligations	hereunder	to	its	branches	or	sub-branches	(3)	any	transfer	required	by
the	Borrower	in	accordance	with	paragraph	3	of	Clause	8.2	hereof	and	(4)	an	Event	of	Default	has	occurred	and	is
continuing.	If	the	Transferring	Lender	transfers	all	or	any	of	its	rights	and/or	obligations	hereunder	to	other	financial
institutions	other	than	the	Finance	Parties,	other	Finance	Parties	shall	enjoy	the	priority	to	acquire	the	transfer	upon
the	equal	conditions.
14.4	Effecting	a	Transfer
The	transfer	made	by	a	Lender	in	accordance	with	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof	shall	take	effect	upon


key: chroma:document
string_value:
)	hereof	shall	take	effect	upon
the	date	specified	in	a	duly	completed	Transfer	Certificate	in	the	form	and	substance	set	out	in	Schedule	3	(
Form	of
Transfer	Certificate
)	hereof	and	executed	by	the	Transferring	Lender,	Transferee	Bank	and	the	Facility	Agent.	The
execution	of	a	Transfer	Certificate	shall	not	be	withheld	or	delayed	by	the	Facility	Agent.
14.5	Binding	Effect	of	a	Transfer
Any	transfer	effected	and	completed	in	accordance	with	this	Agreement	shall	be	binding	on	each	party	to	this
Agreement.
14.6	Consequences	of	a	Transfer
From	the	date	a	transfer	takes	effect,	the	Transferee	Bank	becomes	a	Lender	and	to	the	extent	as	specified	in	the
Transfer	Certificate:
	
1.
the	Transferring	Lender	shall	no	longer	enjoy	rights	and	bear	liabilities	under	this	Agreement	in	relation	to	the
transfer	object;	and
	
2.
the	Transferee	Bank	shall	enjoy	all	the	rights	and	bear	all	the	obligations	under	this	Agreement	in	relation	to
the	transfer	object.
41


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
14.7	Limitation	of	Liabilities	of	a	Transferring	Lender
The	Transferring	Lender	shall	bear	no	liability	to	the	Transferee	Bank	for	any	of	the	followings:
	
1.
the	duly	execution,	genuineness,	accuracy,	completeness,	legality,	effectiveness	or	enforceability	of	this
Agreement	or	any	other	document	in	connection	herewith;
	
2.
the	receivability	of	any	payment	due	under	this	Agreement;	and
	
3.
the	accuracy	and	completeness	of	the	representations	of	facts	made	by	any	other	party	to	this	Agreement	to	any
person	under	or	in	connection	with	this	Agreement.
14.8	Further	Limitation	of	Liabilities	of	a	Transferring	Lender
A	Transferring	Lender	is	not	obliged	to:
	
1.
retrieve	from	any	Transferee	Bank	any	right	and/or	obligation	which	is	already	transferred	to	that	Transferee
Bank	in	accordance	with	provisions	of	this	Agreement.
	
2.
indemnify	any	Transferee	Bank	against	any	losses	incurred	by	it	as	a	result	of	the	breach	of	any	obligation	by
the	Borrower	or	any	other	Finance	Party	under	this	Agreement.
14.9	Recording
The	Facility	Agent	shall	maintain	a	name	list	of	each	party	to	this	Agreement,	be	responsible	for	registration	of	the
transfer,	record	each	transfer	of	the	syndication	loan,	and	shall	promptly	notify	other	parties	of	a	transfer	thereto.
14.10	Change	of	Lending	Offices


key: chroma:document
string_value:
14.10	Change	of	Lending	Offices
Any	Lender	may	change	its	Lending	Office	by	giving	the	Borrower	and	the	Facility	Agent	at	least	twenty	(20)	Business
Days’	prior	notice.
42


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
15.
RELATIONSHIP	OF	RIGHTS	AND	OBLIGATIONS	AMONG	THE	FINANCE	PARTIES
15.1	Independence	of	Obligations
The	obligations	of	each	Finance	Party	under	this	Agreement	are	independent	of	each	other.	Failure	by	any	Finance
Party	to	perform	its	obligations	under	this	Agreement	does	not	discharge	the	obligations	of	any	other	Finance	Party
under	this	Agreement.		No	Finance	Party	shall	have	any	responsibility	to	any	other	Finance	Parties	for	their
respective	obligations	under	this	Agreement.
15.2	Independence	of	Rights
The	rights	of	each	Finance	Party	under	this	Agreement	are	independent	of	each	other.	Any	debt	arising	from	time	to
time	under	this	Agreement	owing	by	any	party	to	this	Agreement	to	any	Finance	Party	shall	be	a	separate	debt,	but
each	Finance	Party	shall	exercise	its	rights	through	the	Facility	Agent	under	this	Agreement.	No	Finance	Party	shall
refuse	to	fulfill	any	obligation	under	this	Agreement	on	the	grounds	of	the	independence	of	rights.
16.
CONFIDENTIALITY
16.1	Scope	of	Confidentiality
1.	
Confidentiality	Obligation	of	the	Finance	Parties
Each	Finance	Party	to	the	this	Agreement	agrees	that	it	will	not,	and	shall	procure	that	its	senior	managers,
directors,	employees,	affiliates,	advisors	and	agents	(each	Finance	Party	may	only	disclose	relevant	information	to	the


key: chroma:document
string_value:
said	persons	when	necessary)	will	not	disclose,	announce	or	otherwise	publish	to	any	third	party	any	information
including	but	not	limited	to	provisions	of	the	Finance	Documents,	this	loan,	the	Project	or	Project	agreement,	the
Borrower	and	its	shareholders.	Each	Finance	Party	shall	especially	abide	by	the	followings:
	
(1)
Each	Finance	Party	to	this	Agreement	shall	ensure	that	its	senior	managers,	directors,	employees,	affiliates,
advisors	and	agents	will	not	disclose,	announce	or	otherwise	publish	(including	but	not	limited	to	publishing	in
any	social	media	(including	microblog	and	Wechat))	to	any	third	party	any	information	relating	to	the	Project
and	the	transactions	contemplated	hereunder,	and	the	price	information	herein	shall	not	be	disclosed	or
otherwise	used	by	the	foresaid	person.
43


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(2)
Each	Finance	Party	to	this	Agreement	will	not,	and	shall	
ensure
	
that	its	senior	managers,	directors,	employees,
affiliates,	advisors	and	agents	will	not,	accept	any	interview	by	any	media	(including	but	not	limited	to	any
social	media)	in	respect	of	the	Project	or	the	transactions	
contemplated
	hereunder	or	agree	to	report	the	same.
Any	confidentiality	agreement	or	agreement	relating	to	information	disclosure	already	signed	by	each	party	before
the	execution	of	this	Agreement	shall	be	still	applicable	to	the	confidential	information	of	the	Borrower	provided	by
the	Borrower	or	any	third	party	during	the	negotiation,	execution	and	performance	of	this	Agreement.	During	the
tenor	of	this	Agreement	and	until	two	(2)	years	or	any	longer	period	as	may	be	required	by	applicable	laws	and
regulations	after	the	termination	or	expiration	of	this	Agreement,	the	terms	and	conditions	contained	in	such
confidentiality	agreement	or	agreement	relating	to	information	disclosure	shall	remain	valid	and	effective.	In	the
event	of	any	conflict	between	such	confidentiality	agreement	or	agreement	relating	to	information	disclosure	and	this
Agreement,	the	provisions	imposing	stricter	confidentiality	obligations	on	Finance	Parties	shall	always	prevail.
However,	the	following	disclosures	made	by	the	Finance	Parties	shall	be	exempted:
	
(1)
information	already	known	to	the	public	(other	than	by	reason	of	that	Finance	Party’s	breach	of	this	clause);


key: chroma:document
string_value:
(2)
information	disclosed	in	compliance	with	and	to	the	extent	required	by	competent	government	or	regulatory
authority	according	to	laws	and	regulations,	and	the	relevant	disclosure	shall	be	limited	to	the	minimum	extent
as	required	by	the	competent	government,	regulatory	authority	and	laws	and	regulations;
	
(3)
information	disclosed	in	compliance	with	the	listing	rules	of	the	stock	exchange	where	it	is	listed,	and	the
relevant	disclosure	shall	be	limited	to	the	minimum	extent	as	required	by	the	listing	rules	of	the	stock	exchange
where	it	is	listed;
	
(4)
information	disclosed	with	the	Borrower’s	prior	written	consent.
2.	
Confidentiality	Obligation	of	the	Borrower
The	Borrower	shall	undertake	confidentiality	obligation	in	equal	measure	as	required	in	paragraph	1	above	with
respect	to	information	obtained	from	each	Finance	Party.
44


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
16.2	Other	Permitted	Disclosure
Any	Finance	Party	may	disclose	any	of	the	following	information	to	assignees	consented	to	by	the	Borrower	pursuant
to	Clause	14	(
Transfer
)	hereof:
	
1.
copies	of	this	Agreement;
	
2.
any	information	known	to	that	Finance	Party	with	respect	to	the	Borrower,	this	Agreement	and/or	the
transactions	contemplated	thereunder;
provided	that,	the	party	such	confidential	information	to	be	disclosed	to	shall	have	undertaken	with	that	Finance
Party	to	comply	with	the	confidentiality	obligation	under	Clause	16	(
Confidentiality
)	hereof	prior	to	the	receipt	of	any
such	confidential	information.
17.
AMENDMENTS	AND	WAIVERS
17.1	Application	for	Amendments	and	Waivers	and	Consent
	
1.
If	the	Borrower	makes	an	application	for	amendments	and	waivers	to	the	provision	of	this	Agreement,	the
Facility	Agent	shall,	promptly	notify	each	Lender	and	request	decisions	to	be	made	upon	receipt	of	such	written
application	and	other	relevant	documents.
	
2.
If	any	Lender	proposes	to	amend	the	provision	of	this	Agreement,	it	shall	firstly	notify	the	Facility	Agent,	and
the	Facility	Agent	shall	promptly	notify	other	Lenders	and	request	decisions	to	be	made	upon	receipt	of	the
notice.	Where	the	amendments	proposed	by	the	Lender	is	related	to	the	Borrower,	the	Facility	Agent	shall	copy


key: chroma:document
string_value:
the	notice	to	the	Borrower	and	negotiate	with	the	Borrower	the	amendments	to	the	provisions	of	this
Agreement	on	behalf	of	the	syndicate	in	accordance	with	the	relevant	provisions	of	this	Agreement.
	
3.
For	amendments	or	waivers	proposed	by	the	Borrower	or	any	Lender,	the	Facility	Agent	shall	determine	if	it
requires	consent	of	the	Majority	Lenders	or	all	the	Lenders	pursuant	to	the	relevant	provisions	of	this
Agreement.
	
4.
The	Facility	Agent	shall	complete	the	decision	process	pursuant	to	Clause	13.8	(
Syndication	Conference
)	upon
receipt	of	such	application	for	amendments	or	waivers	from	the	Borrower	or	any	Lender.	The	final	valid	voting
result	shall	be	promptly	notified	to	each	Lender	and	the	Borrower.
45


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
17.2	Written	Amendments
Any	amendment	to	any	provision	of	this	Agreement	shall	be	made	in	writing	and	a	written	amendment	only	takes
effect	upon	execution	by	the	Facility	Agent	((as	determined	by	all	the	Lenders	or	the	Majority	Lenders	(as	the	case
may	be))	and	the	Borrower.
17.3	Consents	by	the	Facility	Agent
Notwithstanding	the	provision	above,	without	the	consent	of	the	Facility	Agent,	no	amendment	to	this	Agreement
shall:
	
1.
amend	Clause	8	
(Payments
),	Clause	13	(
Relationship	among	Finance	Parties
)	or	Clause	17	(
Amendments	and
Waivers
)	hereof;
	
2.
amend	or	waive	any	rights	of	the	Facility	Agent	under	this	Agreement,	or	impose	
additional	obligations	on	the
Facility	Agent.
18.
NOTICES
18.1	Notices	through	the	Facility	Agent
All	communications	between	the	Borrower	and	any	Finance	Party	with	respect	to	this	Agreement	shall	be	made
through	the	Facility	Agent.
18.2	Methods	of	Notices
Any	notice,	demand	or	other	document	from	one	party	to	the	other	hereto	pursuant	to	the	provisions	of	this
Agreement	shall	be	made	in	writing	and	be	delivered	to	that	party	at	such	correspondence	address	or	email	address
and	marked	for	the	attention	of	the	persons	(if	any)	as	that	party	may	designate	from	time	to	time	in	writing.	The


key: chroma:document
string_value:
initial	address,	telephone	number,	email	address	and	contact	persons	designated	by	each	party	are	set	forth	on	the
execution	pages	hereof.
18.3	Delivery	of	Notices
Any	communication	between	each	party	to	this	Agreement	in	accordance	with	the	provisions	of	this	Agreement	shall
be	deemed	as	having	been	received	upon	the	satisfaction	of	the	following	conditions:
	
1.
if	delivered	in	person,	at	the	time	of	actual	delivery;
	
2.
if	transmitted	by	email,	when	received	in	legible	form;
46


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
if	sent	by	mail,	on	the	fifth	(5)	Business	Day	following	the	date	of	posting	by	registered	mail	at	the	correct
address.
18.4	Change	of	Address
Any	party	to	this	Agreement	shall	promptly	notify	the	Facility	Agent	of	any	change	to	its	address,	telephone	number
or	email	address.	Any	change	to	the	aforesaid	information	of	the	Borrower	will	become	effective	upon	notification	of
the	Borrower	to	the	Facility	Agent.	Upon	receipt	of	such	notice	from	any	party	to	this	Agreement,	the	Facility	Agent
shall	forthwith	notify	the	other	parties	hereto	of	any	such	change.
18.5	Language	of	Notices
Any	notice	under	or	in	connection	with	this	Agreement	shall	be	prepared	and	issued	in	Chinese.
19.
RIGHTS	ACCUMULATIVE	AND	SEVERABILITY
19.1	Rights	Accumulative
Neither	failure	to	exercise	nor	delay	in	exercising	on	the	part	of	any	Finance	Party	any	right	under	this	Agreement
shall	operate	as	a	waiver,	nor	shall	any	single	or	partial	exercise	of	any	right	prevents	that	Finance	Party	from	any
further	or	otherwise	exercise	of	any	other	rights.	The	rights	and	remedies	provided	in	this	Agreement	are	cumulative
and	not	exclusive	of	any	rights	or	remedies	granted	to	any	Finance	Party	by	laws	and	regulations.
19.2	Severability
If	at	any	time	any	provision	of	this	Agreement	is	held	to	be	illegal,	invalid,	or	unenforceable	in	any	respect,	the


key: chroma:document
string_value:
legality,	validity	or	enforceability	of	any	other	provisions	of	this	Agreement	shall	not	be	affected	or	prejudiced.
20.
DOCUMENTATION
20.1	Language
This	Agreement	is	made	and	executed	in	Chinese;	this	English	version	is	prepared	for	reference	only;	if	there	is	any
discrepancy,	the	Chinese	version	controls.
47


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
20.2	Counterparts
This	Agreement	is	executed	in	ten	originals.	Each	Finance	Party	and	the	Borrower	shall	each	keep	one	original,	and
each	original	shall	have	the	same	legal	effect.
21.
GOVERNING	LAW	AND	DISPUTE	RESOLUTION
21.1	Governing	Law
This	Agreement	is	governed	by	and	shall	be	construed	in	accordance	with	the	laws	of	the	PRC	(for	the	purpose	of	this
Agreement	the	laws	of	the	PRC	shall	not	include	the	laws	of	Hong	Kong	Special	Administrative	Region,	Macau	Special
Administrative	Region	and	Taiwan	Region).
21.2	Dispute	Resolution
Disputes	arising	out	of	or	in	connection	with	this	Agreement	shall	be	submitted	to	the	China	International	Economic
and	Trade	Arbitration	Commission,	Shanghai	Sub-Commission	for	arbitration,	which	shall	be	conducted	in	accordance
with	the	arbitration	rules	in	force	at	the	time	of	the	application	for	arbitration,	and	the	number	of	arbitrators	is	three
(3).	In	respect	of	the	dispute	between	any	Finance	Party	and	the	Borrower	arising	out	of	or	in	connection	with	this
Agreement,	the	Facility	Agent	(acting	on	behalf	of	the	Finance	Party)	and	the	Borrower,	each	as	a	party,	shall	appoint
one	arbitrator	respectively,	and	the	third	arbitrator	shall	be	jointly	appointed	by	the	Facility	Agent	(acting	on	behalf
of	the	Finance	Party)	and	the	Borrower	or	appointed	by	the	Chairman	with	joint	authorization	granted	by	the	Facility


key: chroma:document
string_value:
Agent	and	the	Borrower.	The	arbitral	award	shall	be	final	and	binding	on	all	parties.
22.
TAKING	EFFECT
This	Agreement	shall	take	effect	on	the	Effective	Date.
	
48


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
SCHEDULE	1
	
ORIGINAL	COMMITMENT
	
Original	Lenders
Original	Commitment
Agricultural	Bank	of	China	Limited,	Shanghai
Changning	Sub-branch
RMB2,250,000,000	(or	the	USD	equivalent)
China	Construction	Bank	Corporation,	China
(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
RMB2,250,000,000	(or	the	USD	equivalent)
Industrial	and	Commercial	Bank	of	China	Limited,
China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area
Branch
RMB2,250,000,000	(or	the	USD	equivalent)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,
Shanghai	Branch
RMB2,250,000,000	(or	the	USD	equivalent)
Total
RMB9,000,000,000	(or	the	USD	equivalent)
	
49


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
SCHEDULE	2
	
FORM	OF	DRAWDOWN	NOTICE
[***]
50


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
SCHEDULE	3
	
FORM	OF	TRANSFER	CERTIFICATE
	
[***]
51


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
APPENDI
X:
	
FORM	FOR	
PORTIONS
	OF	COMMITMENT	BEING
	TRANSFERRED
Under	the	Total	Commitments:
Commitment	of	the	Transferring	Lender
Commitment	being	transferred
	[
•
]
[
•
]
The	Transferring	Lender’s	portion	in	the	Outstanding		Portions	being	transferred
[
•
]
[
•
]
Details	of	the	Transferee	Bank:
Name:
Lending	Office:
Address	for	Notices:
Tel:
Telex:
Fax:
Attention:
[The	Transferring	Lender]	
[The	Transferee	Bank]
Authorized	Signatory:
Authorized	Signatory:
______________(Company	Chop)
		
________________(Company	Chop)
[The	Facility	Agent]
Authorized	Signatory:
______________(Company	Chop)
52


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
9
,
0
00,000,000	(OR	THE	USD	
EQUIVALEN
T
)	
FIXED	ASSET	
SYNDICATION	LOAN	AGREEMENT
EXECUTION	PAGE
	
Tesla	(Shanghai)	Co.,	Ltd.
(as	Borrower)
	
Attention:
	
Yu	Xian
Address:
	
8F,	Tower	3,	Central	Place,	No.77	Jianguo	Road,	Chaoyang	District,	Beijing,	China
Tel:
	[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Xiaotong	Zhu
___																																____________
Name:	Xiaotong	Zhu																												Company	Chop
Title:
53


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
9
,
0
00,000,000	(OR	THE	USD	EQUIVALEN
T
)	
FIXED	ASSET	
SYNDICATION	LOAN	AGREEMENT
EXECUTION	PAGE
	
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Primary	Lead	Arranger,	Facility	Agent,	Account	Bank,	Original	Lender)
	
Attention:	Lifan	Yang
Address:	Pudong	New	District	Xinyuan	South	Road	No	555	B-3
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Qinghong	Jin
__																																		____________
Name:	Qinghong	Jin																												Company	Chop
Title:
54


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
9
,
0
00,000,000	(OR	THE	USD	EQUIVALEN
T
)	
FIXED	ASSET	
SYNDICATION	LOAN	AGREEMENT
EXECUTION	PAGE
	
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Joint	Lead	Arranger,	Security	Agent,	Account	Bank,	Original	Lender)
	
Attention:	Jing	Ouyang
Address:	Shanghai	Pudong	New	District	Xinyuan	South	Road	No	555
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Jing	Ouyang
__																																		____________
Name:	Jing	Ouyang																												Company	Chop
Title:
55


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
9
,
0
00,000,000	(OR	THE	USD	EQUIVALEN
T
)	
FIXED	ASSET	
SYNDICATION	LOAN	AGREEMENT
EXECUTION	PAGE
	
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	Joint	Lead	Arranger,	Capital	Account	Bank,	Original	Lender)
	
Attention:	Qian	Huang
Address:	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Pudong	New	District	Xinyuan	South	Road	No	588
19th	floor
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Su’nan	Wang
___																																		____________
Name:	Su’nan	Wang																												Company	Chop
Title:
56


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
9
,
0
00,000,000	(OR	THE	USD	EQUIVALEN
T
)	
FIXED	ASSET	
SYNDICATION	LOAN	AGREEMENT
EXECUTION	PAGE
	
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as	Joint	Lead	Arranger,	Trade	Finance	Party,	Original	Lender)
	
Attention:	Zhifeng	Pan
Address:	Shanghai	Changning	District	Dingxi	Road	No	998
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Li	Xu
_____																																		____________
Name:	Li	Xu																																			Company	Chop
Title:
57


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Schedules	Listed	Below	Omitted	Pursuant	to	Regulation	S-K	Item	601(a)(5)
Schedule	2:	Form	of	Drawdown	Notice
Schedule	3:	Form	of	Transfer	Certificate
Appendix:	Form	for	Portions	of	Commitment	Being	Transferred
	
58
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
Exhibit	10.86
English	Convenience	Translation
-Original	Agreement	has	been	executed	in	Mandarin	Chinese-
Tesla	(Shanghai)	Co.,	Ltd.
(as	
Borrower
)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Primary	Lead	Arranger)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	
Joint	Lead	Arrangers)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as
	Facility	Agent
)
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Security	Agent
)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch


key: chroma:document
string_value:
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Account	Banks
)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as
	Trade	Finance	Bank
)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as
	Capital	Account	Bank
)
	
1


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	
Original	Lenders
)
	
SUPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)
fixed	asset	syndication	loan	agreement
	
	
	
	
2


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
THIS	
SUPPLEMENTAL
	
AGREEMENT
	(the
	“
Supplemental
	
Agreement
”)	
is	made
	on	
December	18,	2019
.
BETWEEN
(1)
Tesla	(Shanghai)	Co.,	Ltd.,	a	limited	liability	company	incorporated	and	existing	under	the	laws	of	the	PRC	
with	its	registered	address
at	D203A,	No.168	Tonghui	Road,	Nanhui	New	Town,	Pudong	New	District,	as	borrower	
(the	“
Borrower
”);
(2)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Primary	Mandated	Lead
Arranger	and	Bookrunner	(the	“
Primary	Lead	Arranger
”);
(3)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch,	Industrial	and	Commercial	Bank	of	China	Limited,	China
(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	and	Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch	as	Joint
Mandated	Lead	Arrangers	and	Bookrunners	(the	"
Joint	Lead	Arrangers
",	together	with	the	Primary	Lead	Arranger	referred	to	as
the	“
Lead	Arrangers
”);
(4)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Facility	Agent	(the	"
Facility
Agent
");
(5)


key: chroma:document
string_value:
Facility
Agent
");
(5)
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Security	Agent	(the
"
Security	Agent
");
(6)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
	
as	Account	Bank	A	(the	“
Account
Bank	A
”);	Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
	
as	Account
Bank	B	(the	“
Account	Bank	B
”,	together	with	the	Account	Bank	A	referred	to	as	the	“
Account	Banks
”);
(7)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch	as	Trade	Finance	Bank	(the	"
Trade	Finance	Bank
");
(8)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch	as	Capital	Account	Bank	(the	“
Capital	Account	Bank
”);	and
(9)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch,	China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot
Free	Trade	Zone	Special	Area	Branch,	Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone
Special	Area	Branch	and	Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch	as	Original	Lenders	(each	being	a
“
Original
	
Lender
”	and	collectively	referred	to	as	the	“
Original	Lenders
”).
(each	a	“
Party
”	and	collectively	the	“
Parties
”)
1


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
WHEREAS
(1)
Pursuant	to	a	RMB	9,000,000,000	(or	its	equivalent	in	USD)
	
fixed	asset
	
syndication	loan	agreement	(the	“
Initial
	
Facility
Agreement
”)	entered	into	among,	
inter	alia
,	the	Borrower,	the	Lead	Arrangers,	the	Facility	Agent,	the	Security	Agent,	the	Account
Banks,	the	Trade	Finance	Bank,	the	Capital	Account	Bank	and	the	Original	Lenders	dated	December	18,	2019	(the	“
Facility
Agreement
”),	the	Original	Lenders	have	agreed	to	make	available	to	the	Borrower	a	Facility	up	to	the	amount	of	RMB	9,000,000,000
(or	its	equivalent	in	USD)	upon	the	terms	and	subject	to	the	conditions	of	the	Facility	Agreement;
	and
(
2
)
The	Parties	agree	to	execute	the	Supplemental	Agreement,	as	a	supplement	and	amendment	to	the	Facility	Agreement.
IT	IS	AGREED
	as	follows:
1.
DEFINITIONS	AND	INTERPRETATIONS
In	this	Supplemental	Agreement,	terms	and	interpretations	defined	in	the	Facility	Agreement	shall,	unless	the	context	otherwise
requires,	have	the	same	meanings	when	used	herein.
2.
SUPPLEMENT	TO	FACILITY	AGREEMENT
The	Parties	hereby	agree	that	Clause	3.1	of	the	Facility	Agreement	shall	be	amended	and	supplemented	in	the	following	manner
:
The	original	clause	as	set	out	below:
	
3.1


key: chroma:document
string_value:
3.1
The	Borrower	shall	apply	the	Advances	drawn	to	the	costs	and	expenses	in	relation	to	construction	of	the	Project.
IS	HEREBY	AMENDED	AS
	
3.1
The	Borrower	shall	apply	the	Advances	drawn	mainly	to	the	construction,	development	and	operation	of	the	Project	land	plot,
including	financing:
	
(
1
)
costs	and	expenses	in	relation	to	construction	of	the	Project	(including,	among	others,	design,	development,
construction	and	remodeling);
	
(2)
costs	and	expenses	in	relation	to	purchase	of	equipment	related	to	the	production	of	vehicles	and	parts;
	
(3)
capital	expenditure	during	the	construction	and	operation	of	the	Project,	including	but	not	limited	to	costs	in
connection	with	daily	operation,	lease	of	the	warehouse	for	the	Project	(including	such	warehouses	which	are	not
located	on	the	Project	land),	payment	of	wages,	and	other	capital	expenditures;
	
(4)
repayment	of	any	intercompany	loan	(which	has	already	been	used)	between	the	Affiliate	Companies	(including	but	not
limited	to	the	amount	borrowed	or	to	be	borrowed	by	the	Borrower	from	its	Affiliate	Company),	provided	that	such
intercompany	loan	between	the
2


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
Affiliate	Companies	shall	be	used	for	the	above	purposes	and	the	interest	rate	of	such	intercompany	loan	shall	be	in
compliance	with	PRC	laws;
	
(5)
repayment	of	any	outstanding	amount	under	any	Permitted	Trade	Finance	Facility;	and
	
(
6
)
repayment	of	any	outstanding	amount	under	any	Existing	Loan.
3.
ENTIRE	AGREEMENT
Except	for	the	amendments	herein,	no	terms	or	conditions	of	the	Facility	Agreement	shall	be	revised,	amended	or	changed	and	shall
remain	in	full	force	and	effect.	
This	Supplemental	Agreement	is	an	integral	part	of	the	Facility	Agreement	and	shall	constitute	a
Finance	Document	referred	to	in	the	Facility	Agreement.		Any	reference	to	the	Facility	Agreement	shall	include	references	to	the
Facility	Agreement	and	this	Supplemental	Agreement.	
If	there	is	any	inconsistency	between	this	Supplemental	Agreement	and	the
Facility	Agreement,	this	Supplemental	Agreement	will	prevail.
4.
EFFECTIVENESS
This	Supplemental	Agreement	shall	become	effective	upon	duly	signed	by	the	authorized	representative	of	the	Parties	and	affixed
with	their	official	seals.
5.
MISCELLANEOUS
5
.
1
This	Supplemental	Agreement	is	made	and	executed	in	Chinese;	this	English	version	is	prepared	for	reference	only;	if	there	is	any
discrepancy,	the	Chinese	version	controls.
5
.
2
Clause	21	(
Governing	Law	and	Dispute	Resolution


key: chroma:document
string_value:
Governing	Law	and	Dispute	Resolution
)	of	the	Facility	Agreement	shall	apply	to	this	Supplemental	Agreement	and	shall	be
incorporated	in	this	Supplemental	Agreement	as	if	they	had	been	set	out	in	full	herein	
mutatis	mutandis
.
This	Supplemental	Agreement	has	been	executed	by	the	Parties	hereto	on	the	date	stated	at	the	beginning	of	this	Supplemental	Agreement.
3


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
S
UPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)	fixed	asset	syndication	loan	agreement
EXECUTION	PAGE
TESLA	(SHANGHAI)	CO.,	LTD.
(as	Borrower)
Attention:	Yu	Xian
Address:	8F,	Tower	3,	Central	Place,	No.77	Jianguo	Road,	Chaoyang	District,	Beijing,	China
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
	
	
	
/s/	Xiaotong	Zhu
	
	
	
Name:	Xiaotong	Zhu
	
	
Company	Chop
Title:
	
	
	
	
4


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
S
UPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)	fixed	asset	syndication	loan	agreement
EXECUTION	PAGE
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Primary	Lead	Arranger,	Facility	Agent,	Account	Bank,	Original	Lender)
Attention:	Lifan	Yang
Address:	Pudong	New	District	Xinyuan	South	Road	No	555	B-3
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
	
	
	
/s/	Qinghong	Jin
	
	
	
Name:	Qinghong	Jin
	
	
Company	Chop
Title:
	
	
	
	
5


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
S
UPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)	fixed	asset	syndication	loan	agreement
EXECUTION	PAGE
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Joint	Lead	Arranger,	Security	Agent,	Account	Bank,	Original	Lender)
Attention:	Jing	Ouyang
Address:	Shanghai	Pudong	New	District	Xinyuan	South	Road	No	555
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
	
	
	
/s/	Jing	Ouyang
	
	
	
Name:	Jing	Ouyang
	
	
Company	Chop
Title:
	
	
	
	
6


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
S
UPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)	fixed	asset	syndication	loan	agreement
EXECUTION	PAGE
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	Joint	Lead	Arranger,	Capital	Account	Bank,	Original	Lender)
Attention:	Qian	Huang
Address:	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Pudong	New	District	Xinyuan	South	Road	No	588	19th	floor
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
	
	
	
/s/	Su’nan	Wang
	
	
	
Name:	Su’nan	Wang
	
	
Company	Chop
Title:
	
	
	
	
7


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively
harmful	if	publicly	disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
S
UPPLEMENTAL	AGREEMENT
relating	to	a	RMB	Nine	Billion	(or	its	equivalent	in	USD)	fixed	asset	syndication	loan	agreement
EXECUTION	PAGE
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as	Joint	Lead	Arranger,	Trade	Finance	Party,	Original	Lender)
Attention:	Zhifeng	Pan
Address:	Shanghai	Changning	District	Dingxi	Road	No	998
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
	
	
	
/s/	Li	Xu
	
	
	
Name:	Li	Xu
	
	
Company	Chop
Title:
	
	
	
	
8
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Exhibit	10.87
English	Convenience	Translation
-Original	Agreement	has	been	executed	in	Mandarin	Chinese-
Tesla	(Shanghai)	Co.,	Ltd.
(as	
Borrower
)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	
Primary	Lead	Arranger
)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as


key: chroma:document
string_value:
(as	
Joint
	
Lead	Arrangers)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as
	Facility	Agent
)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as
	Trade	Finance	Bank
)
Financial	Institutions	set	out	in	Schedule	1
(as	
Original	Lenders
)
	
SYNDICATION	REVOLVING	LOAN	AGREEMENT
RMB
	Two	Billion	Two	Hundred	and	Fifty	Million
(or	its	equivalent	in	USD)
December	18,	2019


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
TABLE	OF	CONTENTS
	
Clause
	
Page
	
1.
	
DEFINITIONS	AND	INTERPRETATION
4
2.
	
THE	FACILITY
10
3.
	
PURPOSES
10
4.
	
DRAWDOWN
11
5.
	
INTEREST
13
6.
	
REPAYMENT
14
7.
	
PREPAYMENTS
14
8.
	
PAYMENTS
15
9.
	
STAMP	DUTIES	AND	FEES
18
10.
	
REPRESENTATIONS	OF	FACTS
18
11.
	
COVENANTS
19
12.
	
EVENTS	OF	DEFAULT
21
13.
	
RELATIONSHIP	AMONG	FINANCE	PARTIES
23
14.
	
TRANSFER
29
15.
	
RELATIONSHIP	OF	RIGHTS	AND	OBLIGATIONS	AMONG	THE	FINANCE	PARTIES
31
16.
	
CONFIDENTIALITY
32
17.
	
AMENDMENTS	AND	WAIVERS
33
18.
	
NOTICES
34
19.
	
RIGHTS	ACCUMULATIVE	AND	SEVERABILITY
35
20.
	
DOCUMENTATION
36
21.
	
GOVERNING	LAW	AND	DISPUTE	RESOLUTION
36
22.
	
TAKING	EFFECT
36
SCHEDULE	1	ORIGINAL	COMMITMENT
37
SCHEDULE	2	FORM	OF	DRAWDOWN	NOTICE
38
SCHEDULE	3	FORM	OF	TRANSFER	CERTIFICATE
39
EXECUTION	PAGE
41
	
	
1


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
THIS	AGREEMENT
	is	made	in	Shanghai	on	
December	18
,	2019
	(the	"
Effective	Date
")
AMONG
(1)
Tesla	(Shanghai)	Co.,	Ltd.	as	Borrower	(the	"
Borrower
")
	
Legal	Address:
	
D203A,	No.168	Tonghui	Road,	Nanhui	New	Town,	Pudong	New	District
	
Legal	Representative:
	
Xiaotong	Zhu
(2)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
	
as	Primary
Mandated	Lead	Arranger	and	Bookrunner	(the	“
Primary	Lead	Arranger
”)
(3)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch,	Industrial	and	Commercial	Bank	of	China
Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch,	Shanghai	Pudong	Development	Bank	Co.,
Ltd.,	Shanghai	Branch	as	Joint	Mandated	Lead	Arrangers	and	Bookrunners	(the	"
Joint	Lead	Arrangers
",
together	with	the	Primary	Lead	Arranger	referred	to	as	the	“
Lead	Arrangers
”)
(4)
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch	as	Facility
Agent	(the	"
Facility	Agent
")
(5)
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch	as	Trade	Finance	Bank	(the	"
Trade
Finance	Bank
")
(6)


key: chroma:document
string_value:
Trade
Finance	Bank
")
(6)
The	following	financial	institutions	as	Original	Lenders	(the	"
Original	Lenders
")
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
	
Legal	Address:
	
No.998	West	Dingxi	Road,	Changning	District,	Shanghai
	
	
Responsible	Person:
Li	Xu
	
	
	
Lending	Office:
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
2


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	B
ranch
	
Legal	Address:
	
Room	104-105,	Building	1,	Lingang	Chengtou	Building,	333	Huanhu	West	First	Road,
Pudong	New	District
	
	
Responsible	Person:
	
	
	
	
Lending	Office:
China	Construction	Bank	Corporation,	Shanghai	Pudong	Branch
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
	
Legal	Address:
	
No.555,	South	Xinyuan	Road,	Pudong	New	District,	Shanghai
	
	
Responsible	Person:
Sheng	Zhan
	
	
	
Lending	Office:
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade
Zone	Special	Area	Branch
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
	
Legal	Address:
	
No.588	South	Pudong	Road,	China	(Shanghai)	Pilot	Free	Trade	Zone
	
	
Responsible	Person:
Su’nan	Wang
	
Lending	Office:
	
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
	
	
IT	IS	HEREBY	AGREED
,	after	mutual	and	friendly	discussion	and	based	on	the	true	intention	of	each	party,	as	follows.
3


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
1.
DEFINITIONS	AND	INTERPRETATION
1.1
Definitions
In	this	Agreement,
	
Financial	Year
means	a	period	commencing	from	and	including	January	1st	and	ending	on	and
including	December	31st	of	each	calendar	year.
Commitment	Percentage
means,	in	relation	to	each	Lender,	the	percentage	proportion	of	that	Lender’s
Commitment	for	the	time	being	to	the	Total	Commitment	for	the	time	being.
Commitment
means,
	
(i)in	relation	to	each	Original	Lender,	the	Original	Commitment	of	such	Original	Lender
minus	the	participation	of	such	Original	Lender	in	all	the	Advances	already	drawn
and	not	been	prepaid	as	well	as	its	participation	in	the	Total	Commitment	cancelled
and	transferred	under	the	terms	of	this	Agreement;
(ii)in	relation	to	each	Transferee	Bank,	any	part	of	the	Commitment	transferred	to	such
Transferee	Bank	minus	the	participation	of	such	Transferee	Bank	in	all	Advances
already	drawn	and	not	been	prepaid	as	well	as	its	participation	in	the	Total
Commitment	cancelled	and	transferred	under	the	terms	of	this	Agreement.
	
	
Original	Commitment
means,	in	relation	to	each	Original	Lender,	the	original	commitment	amount	of	that
Original	Lender	in	RMB	(or	its	equivalent	in	USD)	set	out	in	Schedule	1	hereof.
	
	
Loan	Period
	
Outstanding	Advances
has	the	meaning	specified	in	Clause	6	of	this	Agreement.
	
means	the	aggregate	amount	of	all	outstanding	Advances	drawn	in	RMB	or	USD.
	
	
Loan	Account


key: chroma:document
string_value:
Loan	Account
means	the	account	opened	by	the	Borrower	with	the	Facility	Agent	for	the	purpose	of
collecting	the	Advances.
	
Facility
	
has	the	meaning	given	to	it	in	Clause	2	hereof.
	
	
Lender
	
means	the	Original	Lender	and/or	the	Transferee	Bank.
4


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Loan	Prime	Rate
	(LPR)
means	the	market	quoted	interest	rate	issued	by	the	People’s	Bank	of	China	on	20
November	2019	or	by	any	authority	which	is	authorized	by	the	People’s	Bank	of	China
(currently	the	National	Interbank	Funding	Center),	i.e.	4.15%.
	
Interest	Rate
	
means,
	
(i)in	relation	to	each	Advance	drawn	in	RMB,	the	interest	rate	referred	to	in	paragraph	1
of	Clause	5.1	(
Interest	Rate
)	hereof.
(ii)in	relation	to	each	Advance	drawn	in	USD,	the	interest	rate	referred	to	in	paragraph
2	of	Clause	5.1	(
Interest	Rate
)	hereof.
	
	
Advance
means	any	principal	amount	borrowed	or	to	be	borrowed	(by	any	means)	under	the
provisions	hereof.
	
Security	Interests
	
means	any	mortgage,	pledge,	lien,	deposit	or	any	agreement	or	arrangement	having	the
effect	or	for	the	purpose	of	a	collateral	security	(whether	such	agreement	or
arrangement	is	governed	by	or	construed	in	accordance	with	the	laws	of	the	PRC	or
otherwise).
	
	
Majority	Lenders
means,	at	any	time,
	
(i)if	the	Facility	has	not	been	drawn,	a	Lender	or	the	Lenders	(either	individually	or
collectively)	whose	aggregate	Commitments	represent	more	than	50%	(exclusive	of
50%)	of	the	Total	Commitment;


key: chroma:document
string_value:
50%)	of	the	Total	Commitment;
(ii)if	the	Facility	has	been	drawn,	a	Lender	or	the	Lenders	(either	individually	or
collectively)	whose	aggregate	Outstanding	Advances	represent	more	than	50%
(exclusive	of	50%)	of	the	total	Outstanding	Advances	under	the	Facility.
	
	
5


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Legal	Restraint
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Default	Interest	Rate
means,
	
(i)the	principle	that	fair	compensation	may	be	granted	or	denied	in	accordance	with	the
discretion	of	the	court;
(ii)in	relation	to	bankruptcy,	reorganization	and	other	legal	events	that	may	generally
affect	creditors,	the	laws	that	enforce	the	performance	of	priority	obligations;
(iii)statutory	limitation	period	of	legal	restrictions;
(iv)defense	for	set-off	and	counterclaims;	and
(v)any	other	restriction	or	reservation	under	any	other	generally	applicable	law	set	out
in	the	legal	opinion	delivered	to	the	Facility	Agent	under	this	Agreement.
	
means	the	Overdue	Rate	and/or	the	Misappropriation	Rate.
	
Affiliate	Company
	
means	in	relation	to	any	person,	a	Subsidiary	of	that	person	or	a	Holding	Company	of
that	person	or	any	other	Subsidiary	of	any	Holding	Company	of	that	person.
	
	
Borrower’s	Counterparty
Account
means	any	such	account	set	out	in	paragraph	2	part	2	of	Schedule	2	(
Form	of	Drawdown
Notice
)	hereof.
	
	
Lending	Office
means,	in	relation	to	each	Finance	Party,	its	office	through	which	it	performs	its
obligation	hereunder	including	such	changed	Lending	Office	pursuant	to	Clause	14.10
(
Change	of	Lending	Offices
)	hereof.
	
	
Available	Commitment


key: chroma:document
string_value:
)	hereof.
	
	
Available	Commitment
means,	with	respect	to	a	Drawdown	Notice,	the	Total	Commitment	minus	the	aggregate
amount	of	all	requested	Advances	in	any	prior	Drawdown	Notice	for	which	the
Drawdown	Date	has	not	yet	occurred.
	
	
Holding	Company
means,	in	relation	to	a	company,	enterprise	or	entity,	any	other	company,	enterprise	or
entity	in	respect	of	which	it	is	a	Subsidiary.
	
	
London	Business	Day
means	a	day	on	which	a	bank	located	in	London,	United	Kingdom	is	open	for	general
business	(other	than	a	Saturday	or	Sunday).
	
	
USD	Benchmark	Rate
means,	on	the	two	(2)	London	Business	Days	prior	to	a	relevant	Drawdown	Date,	the	one
year	London	Interbank	Offered	Rate	administered	by	ICE	Benchmark	Administration
Limited	(or	any	other	person	which	takes	over	the	administration	of	that	rate)	for	USD
quoted	at	11:00	a.m.	(London	time)	displayed	on	pages	LIBOR01	or	LIBOR02	of	the
Thomson	Reuters	screen	(or	any	replacement	Thomson	Reuters	page	which	displays
that	rate)	or	on	the	appropriate	page	of	such	other	information	service	which	publishes
that	rate	from	time	to	time	in	place	of	Thomson	Reuters.
6


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
	
Misappropriation	Rate
has	the	meaning	given	to	it	in	paragraph	2	of	Clause	5.2	(
Default	Interest	Rate
)	hereof.
	
	
PBOC
means	the	People’s	Bank	of	China	and/	or	its	branches.
	
	
Finance	Party
means	each	of	the	Lead	Arrangers,	the	Facility	Agent,	the	Trade	Finance	Bank,	and	the
Lenders.
	
Effective	Date
	
has	the	meaning	given	to	it	at	the	beginning	of	this	Agreement.
	
	
Transferee	Bank
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Drawdown	Date
means	each	date	on	which	any	Advance	is	drawn	pursuant	to	this	Agreement.
	
	
Drawdown	Notice
means,	in	relation	to	each	Advance,	a	notice	of	drawing	duly	completed	and	delivered	by
the	Borrower	pursuant	to	Clause	4.1	(
Drawdown	Notice
)	hereof.
	
Prepayment	Notice
has	the	meaning	given	to	it	in	Clause	7	(
Prepayment
)	hereof.
	
Event	of	Default
	
means	any	circumstance	set	out	in	Clause	12.1	(
Events	of	Default
)	hereof.
	
Project
	
	
means	the	project	contained	in	the	Shanghai	foreign	investment	project	filing	certificate
(Project	Shanghai	Code:	310115MA1H9YGWX20195E2101001)	(including	the	updates
and	changes	of	such	filing	certificate	from	time	to	time	after	the	Effective	Date)	of	the


key: chroma:document
string_value:
Borrower,	i.e.	the	Tesla	Gigafactory	Project	(First	Phase)	First	Stage	which	is	located	at
1/1	Hill,	8th	Street,	Luchaogang	Town,	Shanghai.
	
Business	Day
means	a	day	on	which	each	Lender	is	open	for	general	business	(other	than	a	Saturday
or	Sunday	(excluding	Saturdays	and	Sundays	adjusted	to	be	business	days	pursuant	to
national	regulations)	or	any	other	statutory	holidays).
	
	
7


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Permitted	Trade	Finance
Facility
means,	each	Finance	Party	agrees	that	the	Borrower	may	subsequently	apply	to	the
Trade	Finance	Bank	for	issuing	and/or	conducting	letter	of	credit	(and	subsequent
import	bills
advance
),	
domestic	
bank’s	acceptance	bill,	guarantee	of	non-
financing	nature	and
providing	notes	pool	service,	provided	that	at	
the	
end	of	a
ny
	day	
within	the	Loan	Period,
the	
sum	of	the	
aggregate	of	outstanding	amount	under	such	trade	f
inance	facility	and
Outstanding
	Advances
	under	this	Agreement	shall	not	exceed
	the	maximum	aggregate
principal	amount	of
	the	Facility
	set	forth	in	Clause	2
.
	
	
Overdue	Rate
has	the	meaning	given	to	it	in	paragraph	1	of	Clause	5.2	(
Default	Interest	Rate
)	hereof.
	
PRC
	
means	the	People’s	Republic	of	China.
	
	
Material	Adverse	Effect
means,	in	the	reasonable	opinion	of	all	the	Lenders,	a	material	adverse	effect	on:
	
(i)the	ability	of	the	Borrower	to	perform	its	payment	obligations	hereunder;	or
(ii)the	legality,	validity	or	enforceability	of	this	Agreement.
	
	
Total	Commitments
means	the	aggregate	amount	of	each	Lender’s	Commitment.
	
	
Net	Assets
means	at	any	time	of	determination	thereof,	the	owner’s	equity	of	the	Borrower	as	set
forth	in	the	most	recent	financial	statements	of	the	Borrower	delivered	to	the	Facility


key: chroma:document
string_value:
Agent	pursuant	to	this	Agreement.
	
	
Transferring	Lender
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Transfer	Notice
has	the	meaning	given	to	it	in	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof.
	
	
Transfer	Certificate
means	a	transfer	certificate	duly	executed	and	delivered	by	the	Transferring	Lender,	the
Transferee	Bank	and	the	Facility	Agent	substantially	in	the	form	and	substance	set	out
in	Schedule	3	(
Form	of	Transfer	Certificate
)	hereof.
	
	
8


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Subsidiary
means,	in	relation	to	any	company,	corporation	or	entity,	a	company,	corporation	or
entity:
	
(i)which	is	controlled,	directly	or	indirectly,	by	the	first	mentioned	company	corporation
or	entity;
(ii)
more	than	half	the	issued	equity	share	capital,	registered	capital	or	equity	share
capital	of	which	is	beneficially	owned,	directly	or	indirectly,	by	the	first	mentioned
company,	corporation	or	entity;	or
(iii)which	is	a	Subsidiary	of	another	Subsidiary	of	the	first	mentioned	company,
corporation	or	entity,
	
and,	for	this	purpose,	a	company,	corporation	or	entity	shall	be	treated	as	being
controlled	by	another	if	that	other	company,	corporation	or	entity	is	able	to	direct	its
affairs	and/or	to	control	the	composition	of	its	board	of	directors	or	equivalent	body.
	
	
Final	Maturity	Date
means	the	date	falling	one	(1)	year	from	the	first	Drawdown	Date.
1.2
Principles	of	Interpretation
	
In	this	Agreement:
	
1.
The	table	of	contents	and	clause	headings	inserted	herein	are	for	ease	of	reference	only	and	may	be	ignored	in
construing	this	Agreement.
	
2.
The	"assets"	shall	be	construed	to	include	all	present	and	future,	tangible	or	intangible	asset,	property,	income,
revenue,	account	receivable	or	each	right	and	benefit	in	any	asset.
	
3.


key: chroma:document
string_value:
3.
A	"person"	shall	be	construed	to	include	any	individual,	company,	partnership,	sole	proprietary	or	any	other
corporate	or	unincorporated	person	or	any	other	legal	entity.
	
4.
An	Event	of	Default	is	"continuing"	if	such	Event	of	Default	has	occurred	and	is	neither	eliminated	nor	remedied
or	waived	pursuant	to	the	provisions	hereof.
	
5.
A	"month"	means	a	period	starting	on	one	day	in	a	calendar	month	and	ending	on	the	numerically
corresponding	day	in	the	next	calendar	month,	provided	that,	if	there	is	no	such	numerically	corresponding	day,
it	shall	end	on	the	last	day	in	such	next	calendar	month.
	
6.
The	RMB	"equivalent"	amount	denominated	in	USD	shall	be	converted	at	the	exchange	rate	at	the	central	parity
of	the	spot	exchange	rate	for	USD	to	RMB	published	or	authorized	to	publish	by	the	PBOC	on	11:00	a.m.
(Beijing	Time)	on	the	previous	Business	Day	of	the	calculation	date,	however,	if	no	such	central	parity	rate	is
available	at	that	time,	the	exchange	rate	shall	be	determined	through	reasonable	negotiation	between	the
Facility	Agent	and	the	Borrower.
9


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
7.
The	"
liquidation
"	
or
	"bankruptcy"	of	any	person	shall	be	construed	to	include	any	identical	or	comparable	legal
process	carried	out	in	accordance	with	the	laws	of	its	place	of	incorporation	or	its	place	of	business,	and
"entering	into"	such	legal	process	includes	such	legal	process	being	commenced	upon	resolution	of	such	person
or	upon	application	of	any	person.
	
8.
Parties	hereto	or	any	other	person	shall	include	its	legal	successors	and	permitted	assignees.
	
9.
This	Agreement,	any	other	agreement	or	document	shall	be	construed	to	include	itself	and	any	amendment,
modification,	substitution	or	supplement	thereof	made	from	time	to	time	in	accordance	with	the	provisions
therein.
2.
THE	FACILITY
The	Lenders	agree	to	make	available	to	the	Borrower	a	Facility	(the	"
Facility
")	in	a	maximum	aggregate	principal
amount	of	RMB
2,250,000,000
	(IN	WORDS:	RMB	two	billion	two	hundred	and	fifty	million)	(or	the	equivalent	amount
drawn	in	USD);	whether	the	Facility	is	drawn	in	RMB	or	USD	shall	be	determined	according	to	the	Borrower’s	actual
needs.
3.
PURPOSES
3.1	The	Borrower	shall	apply	the	Advances	drawn	to	finance:
	
1.
costs	and	expenses	during	the	production	process,	including	the	purchase	of	raw	materials	related	to	the
production	of	vehicles	and	parts;
	
2.


key: chroma:document
string_value:
production	of	vehicles	and	parts;
	
2.
operating	expenses	for	the	production	process,	including	but	not	limited	to	the	daily	operation,	wages,	taxes,
service	fees	and	consulting	fees;
	
3.
repayment	of	any	intercompany	loan	(which	has	already	been	used)	between	the	Affiliate	Companies	(including
but	not	limited	to	the	amount	borrowed	or	to	be	borrowed	by	the	Borrower	from	its	Affiliate	Company),
provided	that	such	intercompany	loan	between	the	Affiliate	Companies	shall	be	used	for	the	above	purposes	and
the	interest	rate	of	such	intercompany	loan	shall	be	in	compliance	with	PRC	laws;	and
	
4.
repayment	of	any	outstanding	amount	under	any	Permitted	Trade	Finance	Facility.
3.2	The	Borrower	shall	apply	each	Advance	in	accordance	with	the	purposes	agreed	in	this	Agreement;	and	the	Borrower
shall	not	misappropriate	any	Advance.
3.3	The	Borrower	shall	use	each	Advance	in	accordance	with	the	purposes	permitted	by	laws	and	regulations	of	the	PRC.
The	Advance	shall	not	be	used	for	fixed	assets	investment.
10


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
4.
DRAW
DOWN
4.1
Drawdown	Notice
	
1.
The	Borrower	may	(based	on	its	actual	needs)	draw	one	or	more	Advances	under	the	Facility	before	the	Final
Maturity	Date	in	accordance	with	the	provisions	hereof.	There	is	no	limitation	on	the	number	of	drawdowns,	but
the	total	Outstanding	Advances	shall	not	exceed	the	Facility	amount	described	in	Clause	2.
	
2.
In	connection	with	a	request	for	an	Advance,	the	Borrowershall	deliver	a	Drawdown	Notice	to	the	Facility	Agent
no	later	than	three	(3)	Business	Days	prior	to	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice.
	
3.
Each	Drawdown	Notice	shall	satisfy	the	following	requirements:	(1)	it	shall	be	substantially	in	the	form	and
substance	set	out	in	Schedule	2	(
Form	of	Drawdown	Notice
)	hereof;	(2)	it	shall	be	executed	by	the	authorized
signatory	of	the	Borrower	(including	through	handwritten	signing	or	affixing	chop	of	legal	representative	or
affixing	signature	chop)	or	by	stamping	the	Borrower’s	official	seal;	(3)	the	proposed	Drawdown	Date	specified
in	the	Drawdown	Notice	shall	be	a	Business	Day;	(4)	the	proposed	drawdown	amount	shall	not	exceed	the
Available	Commitment	as	of	the	date	of	such	Drawdown	Notice.
	
4.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	each	Drawdown	Notice,	forward	such


key: chroma:document
string_value:
Drawdown	Notice	to	each	Lender	and	notify	each	Lender	of	its	Commitment	Percentage	for	that	Advance.
4.2
Conditions	Precedent	to	the	First	Drawdown
Before	the	first	drawdown,	the	Borrower	shall	provide	the	Facility	Agent	with	the	following	documents	or	complete
the	following	matters	to	the	satisfaction	of	the	Facility	Agent,	and	the	Facility	Agent	shall	not	unreasonably	refuse	or
delay	to	confirm	the	satisfaction	of	each	following	conditions	precedent:
	
1.
this	original	copy	of	the	executed	version	of	this	Agreement;
	
2.
photocopies	(stamped	with	the	Borrower’s	official	seal)	of	the	latest	business	license,	the	latest	receipt	of	filing
for	foreign	invested	enterprise	issued	by	the	Ministry	of	Commerce	and	the	latest	articles	of	association,	and
the	original	copy	of	the	board	resolutions	of	the	Borrower;
	
3.
the	Loan	Account	has	been	opened;
11


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
4.
the	Shanghai	foreign	investment	project	filing	certificate	stamped	with	
the	Borrower’s	official	seal
	relat
ing
	to
the	Project	obtained	by	the	Borrower	(the	Project	Shanghai	Code:	310115MA1H9YGWX20195E2101001)
;
	
5.
a	photocopy	of	the	evidence	that	the	Borrower	has	obtained	the	environment	impact	assessment	filling
certificate	in	relation	to	the	Project,	stamped	with	the	Borrower’s	official	seal;
	
6.
a	photocopy	of	the	production	permit	stamped	with	the	Borrower’s	official	seal;	and
	
7.
if	the	Advance	will	be	in	the	form	of	an	entrusted	payment,	submitting	a	scanned	copy	of	the	relevant
agreement	or	proof	of	use	of	the	entrusted	payment	or	photocopies	of	such	evidence	stamped	with	the
Borrower’s	official	seal.
4.3
Conditions	Precedent	to	Each	Drawdown
The	Facility	Agent	shall	confirm	that	each	of	the	conditions	precedent	set	out	below	have	been	satisfied	(such
conditions	precedent	shall	be	satisfactory	to	the	Facility	Agent	provided	that	such	satisfaction	shall	not	be
unreasonably	withheld	or	delayed),	or	the	Facility	Agent	(as	decided	by	the	Majority	Lenders)	has	otherwise	waived
the	condition.	Upon	the	confirmation	of	the	Facility	Agent,	each	Lender	shall	make	its	participation	in	each	Advance
through	the	Facility	Agent	in	accordance	with	its	then-applicable	Commitment	Percentage	pursuant	to	Clause	8.1
(
Making	Advances
)	hereof.


key: chroma:document
string_value:
(
Making	Advances
)	hereof.
	
1.
The	Facility	Agent	has	received	a	Drawdown	Notice	issued	by	the	Borrower	in	accordance	with	Clause	4.1
(
Drawdown	Notice
)	hereof.
	
2.
On	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice,	each	representation	of	fact	made	by	the
Borrower	in	Clause	10	(
Representations	of	Facts
)	hereof	is	true	and	correct	in	all	material	respects	with	the
same	effect	as	though	such	representation	of	fact	had	been	made	on	such	Drawdown	Date,	it	being	understood
and	agreed	that	any	representation	of	fact	which	by	its	terms	is	made	as	of	a	specified	date	shall	be	required	to
be	true	and	correct	in	all	material	respects	only	as	of	such	specified	date.
	
3.
On	the	proposed	Drawdown	Date	specificed	in	the	Drawdown	Notice,	no	Event	of	Default	by	the	Borrower	has
occurred	and	is	continuing.
	
4.
The	Borrower	has	provided	the	scanned	copies	of	the	Shanghai	Foreign	Investment	Project	Filing	Certificate
and	Environment	Influence	Assessment	Filing	Certificate	or	photocopies	of	such	certificates	stamped	with	the
Borrower’s	official	seal,	except	where	such	evidence	has	already	been	provided.
12


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
5.
If	the	Advance	will	be	in	the	form	of	an	entrustment	payment	pursuant	to	Section	8.2,	
t
he	
scanned	copies	
of
relevant	supporting	agreements	
or
	documents	evidencing	the	loan	purpose	
or	
photo
copies	of	such	evidence
stamped	with	
the	Borrower’s	official	seal
	
are	provided	
where	entrusted	payment	applies
,	except	where	such
materials	have	already	been	provided.
5.
INTEREST
5.1
Interest	Rate
	
1.
The	rate	of	interest	accrued	on	each	Advance	drawn	in	RMB	under	the	Facility	shall	be	fixed	interest	rate,
which	shall	be	the	Loan	Prime	Rate	(LPR)	minus	0.4525%,	i.e.	3.6975%	per	year	(tax	included	(for	the
avoidance	of	doubt,	excluding	foreign	taxes,	similarly	hereinafter)).
	
2.
The	rate	of	interest	accrued	on	each	Advance	drawn	in	USD	under	the	Facility	shall	be	the	USD	Benchmark
Rate	plus	80	BPs	(tax	included).	If	the	USD	Benchmark	Rate	is	no	longer	announced,	the	Borrower	and	the
Facility	Agent	shall	endeavor	to	establish	an	alternate	rate	of	interest	to	such	USD	Benchmark	Rate	that	givers
due	consideration	to	the	then	prevailing	market	convention	for	determining	a	rate	of	interest	for	the	Facility	in
the	PRC	in	USD	at	such	time,	and	shall	enter	into	an	amendment	to	this	Agreement	to	reflect	such	alternate


key: chroma:document
string_value:
rate	of	interest	(including	any	mathematical	or	other	adjustments	to	the	benchmark	(if	any)	incorporated
therein),	provided	that,	if	such	alternate	rate	of	interest	as	so	determined	would	be	less	than	zero,	such	rate
shall	be	deemed	to	be	zero	for	the	purposes	of	this	Agreement.	Notwithstanding	any	contrary	provisions	in	this
Agreement,	such	amendment	shall	become	effective	without	any	further	action	or	consent	of	any	other	party	to
this	Agreement	so	long	as	the	Facility	Agent	shall	not	have	received,	within	five	(5)	Business	Days	of	the	date
that	the	Facility	Agent	shall	have	posted	such	proposed	amendment	to	all	Lenders,	a	written	notice	from	the
Majority	Lenders	stating	that	such	Majority	Lenders	object	to	such	amendment.
5.2
Default	Interest	Rate
	
1.
If	the	Borrower	fails	to	pay	any	sum	payable	on	its	due	date	pursuant	to	the	provisions	of	this	Agreement,
interest	shall	accrue	on	such	overdue	sum,	from	its	due	date	up	to	the	date	of	full	payment,	at	130%	of	the
Interest	Rate	(the	“
Overdue	Rate
”).
	
2.
If	any	Advance	is	misappropriated	by	the	Borrower,	interest	shall	accrue	on	the	misappropriated	Advance,	from
the	date	of	misappropriation	until	the	date	such	misappropriation	is	remedied,	including	by	using	such
misappropriated	funds	for	a	purpose	set	forth	in	this	Agreement	or	repayment	by	Borrower	of	such
misappropriated	funds,	at	150%	of	the	Interest	Rate	(the	“
Misappropriation	Rate
”).
13


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
If	an	Advance	is	both	overdue	and	misappropriated,	the	Default	Interest	Rate	accrued	thereon	shall	be	the
higher	of	two.
	
4.
The	interest	accruing	on	the	overdue	and/or	misappropriated	Advances	shall	be	compounded	pursuant	to
relevant	regulations	by	the	PBOC.
5.3
Calculation	of	Interest
	
1.
Interest	and/or	default	interest	on	any	amounts	outstanding	hereunder	shall	accrue	from	day	to	day	and	be
computed	on	the	basis	of	a	360-day	year	and	the	actual	number	of	days	elapsed.
	
2.
Interest	shall	accrue	on	each	Advance	commencing	on	the	date	on	which	such	Advance	is	paid	to	the	Loan
Account.
5.4
Payment	of	Interest
	
1.
The	Borrower	shall	pay	accrued	interest	calculated	in	accordance	with	Clause	5.1	(
Interest	Rate
)	and	Clause	5.3
(
Calculation	of	Interest
)	hereof	on	the	repayment	date	of	each	Advance.
	
2.
As	per	the	requirements	of	the	Borrower,	the	Lenders	shall	issue	the	interest	value-added	tax	invoices	to	the
Borrower	pursuant	to	applicable	laws	and	regulations.
6.
REPAYMENT
6.1
Loan	Period
The	loan	period	under	this	Agreement	shall	commence	from	the	first	Drawdown	Date	and	end	on	and	include	the
Final	Maturity	Date	(the	"
Loan	Period
").
6.2
Repayment
The	Borrower	may	repay	any	and	all	Outstanding	Advances	prior	to	the	Final	Maturity	Date,	and	the	Borrower	shall


key: chroma:document
string_value:
repay	all	Outstanding	Advances	on	the	Final	Maturity	Date.
7.
PREPAYMENT
The	Borrower	shall	notify	the	Facility	Agent	in	writing	(the	“
Prepayment	Notice
”)	no	later	than	three	(3)	Business
Days	prior	to	the	proposed	prepayment	date.	The	Borrower	shall	not	pay	any	penalties	or	any	fees	regarding	any	such
prepayment,	provided	that	prepayment	of	the	principal	amount	shall	be	made	together	with	the	interest	accrued	on
such	prepaid	principal	through	the	applicable	prepayment	date.	
Any	repayment	amount	made	prior	to	the	Final
Maturity	Date	could	be	borrowed	again.
14


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
The	am
ount	of	each	prepayment	by	the	B
orrower	shall	not	be	less	than	RMB	10	million
,	but	the	foregoing	shall	not
apply	if	the	
Borrower
	prepays	all	Outstanding	Advances	in	full
.	
Amount
s
	prepaid	shall	offset	the	principal	of	the
Outstanding	Advances	in	the	
reverse
	order.
8.
PAYMENTS
8.1
Making	Advances
Each	Lender	participating	in	an	Advance	pursuant	to	Clause	4.3	(
Conditions	Precedent	to	Each	Drawdown
)	hereof
shall	pay	its	portion	of	the	Advance	denominated	in	RMB	or	USD	under	the	Facility	to	the	Facility	Agent’s	account	no
later	than	11:00	a.m.	(Beijing	Time)	on	the	proposed	Drawdown	Date	specified	in	the	Drawdown	Notice	in	respect	of
that	Advance	in	accordance	with	its	Commitment	Percentage	at	the	time	of	the	Advance.
8.2
Payment	of	Advances
	
1.
If	any	single	payment	amount	exceeds	RMB	10,000,000	(IN	WORDS:	RMB	ten	million)	or	its	equivalent	in	USD,
payment	by	the	Lenders	upon	entrustment	shall	be	applicable.	Entrusted	payment	by	the	Lenders	refers	to	the
Facility
	Agent	paying	out	each	Advance	to	the	Loan	Account	on	each	Drawdown	Date	in	accordance	with	the
Borrower’s	Drawdown	Notice	and	entrustment	of	payment,	and	transferring	the	relevant	Advance	to	Borrower’s
Counterparty	Accounts	on	the	same	day.


key: chroma:document
string_value:
Counterparty	Accounts	on	the	same	day.
In	the	event	of	payment	by	the	Lenders	upon	entrustment,	the	Borrower	shall	submit	the	agreements	in	relation
to	the	entrusted	payment	or	documents	evidencing	the	loan	usage	to	the	Facility	Agent	before	each	Advance	is
made.
	
2.
In	addition	to	the	circumstances	stipulated	in	the	first	paragraph	above,	the	Borrower	may	choose	to	make
payment	by	either	independent	payment	or	entrusted	payment	at	its	own	discretion.	Independent	payment	by
the	Borrower	means	that	the	Facility	Agent	pays	out	the	Advances	to	the	Loan	Account	in	accordance	with	the
Borrower’s	Drawdown	Notice	and	the	Borrower	independently	pays	out	to	the	Borrower’s	counterparties	in
satisfaction	of	the	usage	purposes	stipulated	herein.	The	Borrower	shall	present	the	relevant	payment	list
evidencing	the	payment	status	of	each	Advance	on	a	quarterly	basis	to	the	Facility	Agent.
	
3.
If	the	Borrower	has	met	the	conditions	under	Article	4	(
Drawdown
)	of	this	Agreement,	the	Lenders	and	the
Facility	Agent	are	obliged	to	make	the	Advance	on	the	proposed	Drawdown	Date	(whether	in	the	case	of
autonomous	payment	to	the	Loan	Account	or	entrusted	payment	to	the	Borrower’s	Counterparty	Account).	If
any	Lender	fails	to	make	the	Advance	on	time,	the	Borrower	shall	have	the	right	to	require	such	Lender	to
transfer	its	Commitment,	and	the	other	Lenders	have	the	priority	right	to	such	transfer.
15


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
8.3
Payment	by	the	Borrower
The	Borrower	shall	pay	any	amount	payable	under	this	Agreement	on	its	due	date	no	later	than	11:00	a.m.	(Beijing
Time)	to	the	account	designated	by	the	Facility	Agent	at	the	Effective	Date.
8.4
Payment	by	the	Facility	Agent
	
1.
The	Facility	Agent	shall	pay	to	the	Loan	Account	the	proceeds	of	the	relevant	Advances	actually	received	by	it
pursuant	to	Clause	8.1	(
Making	Advances
)	hereof	and	shall	make	payment	pursuant	to	Clause	8.2	(
Payment	of
Advances
)	hereof	no	later	than	3:00	p.m.	(Beijing	Time)	on	each	Drawdown	Date,	,	and	the	Facility	Agent	is
obliged	to	notify	the	payment	of	such	Advance	to	each	Lender.
	
2.
The	Facility	Agent	shall	pay	to	the	account	of	each	Finance	Party	each	amount	actually	received	by	it	pursuant
to	Clause	8.3	(
Payment	by	the	Borrower
)	hereof	on	the	date	of	receipt	in	such	order	and	amount	as	set	out	in
Clause	8.5	(
Distribution	Order
)	hereof.
8.5
Distribution	Order
Unless	otherwise	required	by	the	laws	and	regulations,	each	payment	received	by	the	Facility	Agent	under	Clause	8.3
(
Payment	by	the	Borrower
)	hereof	shall	be	distributed	in	such	order	and	amount	as	set	out	below:
	
1.


key: chroma:document
string_value:
1.
in	and	towards	any	interest	(including	but	not	limited	to	any	compound	interest	and	default	interest)	due	and
payable	by	the	Borrower	hereunder	pro	rata	among	the	Lenders;	and
	
2.
in	and	towards	any	principal	amount	due	and	payable	by	the	Borrower	hereunder	pro	rata	among	the	Lenders.
8.6
Advances
	
1.
If	no	Material	Adverse	Event	has	occurred,	the	Facility	Agent	shall	advance	any	amount	on	behalf	of	any	Lender
within	the	Facility	Agent’s	Commitment	when	such	Lender	is	unable	to	make	the	payment.	The	Facility	Agent	is
entitled	to	recover	such	advances	from	the	Lender	who	fails	to	make	the	payment.
	
2.
Other	Lenders	may	make	payment	on	account	of	any	Lender	who	fails	to	make	payment,	and	such	other
Lenders	making	such	advances	are	entitled	to	recover	from	such	Lender	who	fails	to	make	the	payment.
16


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
8.7
	
Currency	of	Payments
	
1.
Any	Advance	shall	be	drawn	in	the	currency	specified	in	the	Drawdown	Notice	in	respect	of	that	Advance.
	
2.
Any	interest	accruing	on	any	amounts	shall	be	made	in	the	currency	in	which	such	amounts	are	denominated.
	
3.
Any	repayment	or	prepayment	of	any	Outstanding	Advances	shall	be	made	in	the	currency	in	which	such
Oustanding	Advances	are	denominated.
	
4.
Other	payments	payable	under	this	Agreement	shall	be	made	in	the	currency	specified	herein.
8.8	Set	Off
The	Borrower	shall	not	exercise	any	right	of	set-off	when	making	any	payment	under	this	Agreement.
8.9
Non	Business	Days
If	a	payment	payable	is	made	on	a	day	that	is	not	a	Business	Day	pursuant	to	the	provisions	of	this	Agreement,	it	shall
be	made	on	the	next	succeeding	Business	Day.
8.10	Pro	Rata	Sharing
	
1.
Except	as	otherwise	provided	in	Clause	8.10	(
Pro	Rata	Sharing
)	hereof,	if	any	Finance	Party	(the	“
Recovering
Lender
”)	receives	any	payment	due	and	payable	under	this	Agreement	from	the	Borrower	which	is	contrary	to
Clause	8.3	(
Payment	by	the	Borrower
)	hereof,	that	Recovering	Lender	shall	forthwith	notify	the	Facility	Agent	of
the	receipt	of	such	amount	(the	“
Sharing	Amount
”)	on	the	date	of	receipt	and	promptly	transfer	such	Sharing


key: chroma:document
string_value:
Amount	to	the	Facility	Agent.
	
2.
The	Facility	Agent	shall	treat	the	Sharing	Amount	received	by	it	pursuant	to	paragraph	1	of	Clause	8.10	(
Pro
Rata	Sharing
)	hereof	as	being	made	by	the	Borrower	and	shall	distribute	the	same	to	each	Finance	Party’s
account	in	accordance	with	paragraph	2	of	Clause	8.4	(
Payment	by	the	Facility	Agent
)	hereof.
	
3.
Paragraph	1	of	Clause	8.10	(
Pro	Rata	sharing
)	hereof	shall	not	be	applicable	to	any	of	the	following:
	
(1)
any	payment	received	by	any	Lender	under	transfer	under	this	Agreement.
17


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(2)
any	payment	recovered	by	any	Finance	Party	in	arbitration	against	the	Borrower	in	respect	of	the
disputes	arising	under	this	Agreement,	provided	that:	(i)	
such	Financing	Party	
shall	have	given	prior
notice	
of	such	aribitration	proceeding	
to	other	Finance	Parties,	and	(ii)	other	Finance	Parties	have	not
participated	in	the	said	arbitration	within	twenty	(20)	Business	Days	after	receipt	of	such	notices.
9.
STAMP	DUTIES	AND	FEES
9.1
Stamp	Duties
All	stamp	duties	in	respect	of	this	Agreement	shall	be	borne	by	the	Borrower	and	each	Finance	Party	respectively
pursuant	to	the	laws	and	regulations.
9.2
No	Syndication	Fee
The	Borrower	shall	not	pay	any	fee	in	respect	of	the	syndication	loan	under	this	Agreement,	including	but	not	limited
to	syndication	fees	such	as	commitment	fee,	arrangement	fees,	agency	fees	or	undrawn	fees,	upfront	fees,	consulting
fees	and	due	diligence	fees.
9.3
Costs	and	Expenses
Any	costs	and	expenses	(including	legal	fees,	appraiser	fees,	etc.)	incurred	in	relation	to	the	execution	of	this
Agreement	and	the	syndication	of	the	loan	hereunder	(including	but	not	limited	to	the	expenses	incurred	in	relation	to
the	preparation,	negotiation,	printing,	enforcement	and	the	syndication	process	of	this	Facility)	shall	be	borne	by


key: chroma:document
string_value:
each	party	respectively.
10.
REPRESENTATIONS	OF	FACTS
The	Borrower	makes	the	following	representations	to	each	Finance	Party	respectively	on	the	Effective	Date	and
on	each	Drawdown	Date	(except	for	paragraph	8	(
No	Material	Default
)	and	paragraph	9	(
No	Material	Litigation	and
Arbitration
)	which	shall	only	be	given	on	the	Effective	Date)	with	reference	to	the	facts	and	circumstances	then
subsisting:
	
1.
Legal	Status
The	Borrower	is	a	company	duly	incorporated	and	validly	existing	under	the	laws	and	regulations	of	the	PRC.
	
2.
Powers
The	Borrower	has	necessary	capacity	for	civil	conduct	and	capacity	for	civil	rights	to	own	its	assets,	to	carry	out
its	operations	and	to	enter	into	and	perform	this	Agreement.
18


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
Authorization
All	necessary	internal	authorizations	for	the	Borrower	to	enter	into	and	perform	this	Agreement	have	been	duly
obtained,	and	this	Agreement	has	been	duly	executed	by	the	authorized	signatory	of	the	Borrower.
	
4.
Legality
Subject	to	the	Legal	Restraint,	the	obligations	to	be	assumed	by	the	Borrower	under	this	Agreement	constitute
the	legal,	valid	and	binding	obligations	of	the	Borrower.
	
5.
Breach	of	Other	Documents
The	entering	into	and	performance	by	the	Borrower	of	this	Agreement	do	not	and	will	not	violate	(a)	its	articles
of	association,	and/or	(b)	any	applicable	law	of	the	PRC.
	
6.
Liquidation	and	Bankruptcy	Events
The	Borrower	has	not	entered	into	any	liquidation	process,	nor	is	there	any	bankruptcy	event.
	
7.
Information
All	written	documents	provided	by	the	Borrower	are	true	and	valid	in	all	material	aspects	as	of	the	date	of
delivery	of	the	same.
	
8.
No	Material	Default
To	the	Borrower’s	knowledge,	as	of	the	Effective	Date	of	this	Agreement,	there	is	no	material	default	of	the
Borrower	under	any	agreement	to	which	it	is	a	party	(material	is	defined	as	RMB500,000,000	(or	its	equivalent
in	other	currency).
	
9.
No	Material	Litigation	and	Arbitration
To	the	Borrower’s	knowledge,	as	of	the	Effective	Date	of	this	Agreement,	there	is	no	litigation	or	arbitration	of


key: chroma:document
string_value:
the	Borrower	that	will	produce	any	Material	Adverse	Effect	(other	than	those	of	a	frivolous	or	vexatious	nature
which	the	Borrower	is	contesting	in	good	faith).
11.
COVENANTS
The	Borrower	undertakes	with	each	Finance	Party	as	follows:
	
1.
Compliance	with	Law
The	Borrower	shall	ensure	that	any	laws,	regulations	and	rules	relevant	to	its	business	and	operation	will	be
complied	with	in	all	material	respects.
19


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
2.
Supply	of	Information
	
(1)
The	Borrower	shall,	within	one	hundred	and	eighty	(180)	days	after	the	end	of	each	financial	year	or
such	longer	period	as	consented	by	the	Facility	Agent	(and	the	Facility	Agent	shall	not	unreasonably
reject	or	delay	to	give	such	consent),	provide	the	Facility	Agent	with	its	audited	financial	statements.
	
(2)
The	Borrower	shall,	within	ninety	(90)	days	after	the	end	of	each	semi-financial	year	or	such	longer
period	as	consented	by	the	Facility	Agent	(and	the	Facility	Agent	shall	not	unreasonably	reject	or	delay
to	give	such	consent),	provide	the	Facility	Agent	with	its	unaudited	financial	statements	in	respect	of
that	semi-financial	year.
	
3.
Reduction	of	Registered	Capital
There	can	be	no	reduction	of	the	registered	capital	of	the	Borrower	during	the	Loan	Period	without	the	prior
consent	of	the	Facility	Agent.
	
4.
Negative	Pledge
The	Borrower	shall	not	create	any	Security	Interests	over	any	of	its	inventory	or	account	receivable,	except	for:
	
(1)
Any	lien	arising	in	the	ordinary	course	of	trading,	any	statutory	priority	and	other	Security	Interests
arising	by	operation	of	laws	and	regulations,
	
(2)
Security	Interests	arising	in	the	ordinary	course	of	business	of	the	Borrower	(including	but	not	limited


key: chroma:document
string_value:
to	any	priority	over	goods,	materials	or	equipment	(acquired	in	an	arm’s	length	transaction)	incurred	or
constituted	by	any	title	retention	arrangement	in	the	terms	and	conditions	set	out	by	the	supplier	or
seller	in	relevant	agreements),
	
(3)
Security	Interests	created	according	to	this	Agreement,	or
	
(4)
Security	Interests	created	with	the	consent	of	the	Majority	Lenders	(such	consent	shall	not	be
unreasonably	withheld	or	delayed	by	the	Majority	Lenders).
	
5.
Material	Default	Notification
The	Borrower	shall	notify	the	Facility	Agent	of	material	default	under	any	liability	of	the	Borrower	to	any	third
party	(material	is	defined	as	exceeding	the	greater	of	(i)	RMB750,000,000	(or	the	equivalent	in	other	currency)
or	(ii)	20%	of	the	Borrower’s	Net	Assets).
20


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
12
.
EVENTS	OF	DEFAULT
12.1	Events	of	Default
Only	the	following	events	constitute	Events	of	Default	by	the	Borrower:
	
1.
Payment	Default
The	Borrower	fails	to	pay	any	amount	due	and	payable	on	the	Final	Maturity	Date	in	accordance	with	the
provisions	of	this	Agreement,	and	fails	to	remedy	such	default	within	twenty	(20)	days	from	the	Final	Maturity
Date.
	
2.
Misappropriation
The	Borrower	misappropriates	any	Advance	within	the	Loan	Period	and	fails	to	remedy,	including	by	using	such
misappropriated	funds	for	a	purpose	set	forth	in	this	Agreement	or	repayment	by	Borrower	of	such
misappropriated	funds,	within	twenty	(20)	days	upon	occurrence	of	such	misappropriation.
	
3.
Misrepresentation
The	representations	or	statements	made	in	Clause	10	(
Representations	of	Facts
)	hereof	by	the	Borrower	is
untrue	and	causes	a	Material	Adverse	Effect,	and	the	Borrower	fails	to	remedy	such	default	within	forty-five
(45)	days	from	the	date	on	which	the	Facility	Agent	issues	a	written	notice	to	the	Borrower.
	
4.
Breach	of	Other	Obligation
The	Borrower	fails	to	perform	the	covenants	made	in	Clause	11	(
Covenants
)	hereof	or	comply	with	other
obligations	hereunder	and	causes	a	Material	Adverse	Effect,	and	fails	to	remedy	such	default	within	forty-five


key: chroma:document
string_value:
(45)	days	from	the	date	on	which	the	Facility	Agent	issues	a	written	notice	to	the	Borrower.
	
5.
Bankruptcy	Process
The	Borrower	is	insolvent	or	enters	into	bankruptcy	process	and	fails	to	remedy	or	terminate	the	bankruptcy
process	within	sixty	(60)	days	upon	the	occurrence	of	such	events.
	
6.
Enforcement	Events
The	assets	of	the	Borrower	with	an	aggregate	value	exceeding	the	greater	of	(i)	RMB750,000,000	(or	its
equivalent	in	another	currency)	or	(ii)	20%	of	the	Borrower’s	Net	Assets	are	enforced,	distressed,	seized	or
frozen	based	on	the	final	judgment	of	the	court,	and	such	actions	are	not	discharged	within	sixty	(60)	days.
21


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
7.
Cross	Default
The	Borrower	fails	to	pay	any	uncontested	indebtedness	with	an	aggregate	value	exceeding	the	greater	of	(i)
RMB750,000,000	(or	its	equivalent	in	another	currency)	or	(ii)	20%	of	the	Borrower’s	Net	Assets	on	the
maturity	date	or	upon	expiry	of	the	grace	period,	and	fails	to	remedy	within	one-hundred	and	eighty	(180)	days
from	the	date	on	which	the	Facility	Agent	issues	a	written	notice.
12.2	Remedies	Available	to	the	Finance	Parties
	
1.
Notices
	
(1)
Any	Lender	shall	promptly	notify	the	Facility	Agent	upon	becoming	aware	of	an	Event	of	Default.
	
(2)
The	Facility	Agent	shall	notify	each	Lender	upon	being	notified	by	the	Borrower	or	any	Lender	of	the
occurrence	of	an	Event	of	Default.
	
(3)
The	Facility	Agent	shall	notify	the	Borrower	upon	being	notified	by	any	person	other	than	the	Borrower
of	the	occurrence	of	an	Event	of	Default,	so	that	the	Borrower	can	confirm	and	explain	or	make
remedies.
	
2.
Remedies
During	the	period	when	any	Event	of	Default	occurred	and	is	continuing,	the	Facility	Agent	may	(acting	on	the
decisions	of	the	Majority	Lenders),	after	giving	written	notice	to	the	Borrower,	exercise	one	or	more	of	the
following	rights	in	any	order:
	
(1)
to	grant	any	waiver	or	approve	any	remedy	of	the	relevant	Event	of	Default;


key: chroma:document
string_value:
(2)
to	declare	suspension	of	all	or	any	part	of	Advances	requested	in	any	Drawdown	Notice	which	have	not
been	drawn;
	
(3)
to	cancel	all	or	any	part	of	Total	Commitments;	whereupon	so	declared	the	Commitment	of	each	Lender
shall	be	cancelled	pro	rata	and	the	Total	Commitments	so	cancelled	may	not	be	borrowed	again;	and
	
(4)
to	declare	all	or	any	Oustanding	Advances	together	with	all	accrued	interests,	fees	(if	any)	and	other
amounts	hereunder	immediately	due	and	payable.
22


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
Action	by	the	Facility	Agent
Each	right	of	remedies	hereunder	or	the	right	of	any	Finance	Party	to	commence	and	continue	any	legal	dispute
resolution	proceedings	against	the	Borrower	may	be	exercised	through	the	Facility	Agent.
	
4.
Undertakings	of	the	Finance	Parties
	
(1)
Each	Finance	Party	agrees	not	to	exercise	any	of	its	rights	under	this	Agreement	in	a	way	that	would
conflict	with	this	Agreement.
	
(2)
Each	Finance	Party	undertakes	with	each	other	Finance	Party	that,	except	where	this	Agreement
specifically	provides	otherwise,
(i)	it	will	not	demand	from	or	accept	any	payment	of	any	type	to	be	separately	applied	towards	the
satisfaction	of	any	debt	owing	to	it	by	the	Borrower	under	this	Agreement;	and
(ii)	it	will	not	separately	demand	or	accept	any	Security	Interests	or	financial	support	with	respect	to
any	debt	owing	to	it	by	the	Borrower	under	this	Agreement.
	
5.
Deduction
When	an	Event	of	Default	is	continuing,	each	Finance	Party	shall	have	the	right	to	deduct	from	any	account	held
by	the	Borrower	with	that	Finance	Party	and	transfer	to	the	Facility	Agent	for	pro	rata	sharing	in	accordance
with	Clause	8.10	(
Pro	Rata	Sharing
)	of	this	Agreement.
	
13.
RELATIONSHIP	AMONG	FINANCE	PARTIES
13.1	Appointment	of	the	Agent


key: chroma:document
string_value:
13.1	Appointment	of	the	Agent
Each	of	the	other	Finance	Parties	hereby	irrecoverably	appoints	the	Facility	Agent	to	act	as	its	agent	under	and
in	connection	with	this	Agreement,	and	authorizes	the	Facility	Agent	to	exercise	the	rights	which	are
specifically	delegated	to	the	Facility	Agent	under	this	Agreement	together	with	any	other	reasonable	incidental
rights.
13.2	Nature	of	Agency
	
1.
The	relationship	among	the	Facility	Agent	and	other	Finance	Parties	is	that	of	principal	and	agent	only.
	
2.
The	Facility	Agent	is	not	the	agent	of	the	Borrower	in	any	respect.
23


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
13
.3
	
Duties	of	the	Facility	Agent
	
1.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	the	originals	or	copies	of	any	document
from	any	party	to	this	Agreement	for	any	other	party	to	this	Agreement,	forward	the	same	to	that	other	party;
except	where	provided	otherwise	in	this	Agreement,	the	Facility	Agent	is	not	responsible	for	the	adequacy,
accuracy	or	completeness	of	the	form	and	substance	of	any	document	it	forwards	to	any	other	party	to	this
Agreement.
	
2.
The	Facility	Agent	shall	open	and	maintain	accounts	in	connection	with	this	Agreement	and,	upon	demand	by
each	Lender,	provide	that	Lender	with	such	accounts.
	
3.
The	Facility	Agent	shall	be	responsible	for	the	management	and	control	of	making	Advances	and	the	payment,
and	the	payment	of	principal	and	interest	by	the	Borrower	in	accordance	with	Clause	8.1	
(Making	Advances
),
8.2	(
Payment	of	Advances
)	and	Clause	8.4	(
Payment	by	the	Facility	Agent
)	hereof.
	
4.
The	Facility	Agent	shall,	within	one	(1)	Business	Day	upon	receipt	of	a	notice	from	any	party	to	this	Agreement
that	the	occurrence	of	an	Event	of	Default,	notify	each	Finance	Party.
	
5.
The	Facility	Agent	shall	notify	each	Finance	Party	within	one	(1)	Business	Day	upon	becoming	aware	of	failure


key: chroma:document
string_value:
to	make	any	payment	due	and	payable	by	any	party	to	this	Agreement	to	any	other	Finance	Party	pursuant	to
this	Agreement.
	
6.
The	Facility	Agent	shall,	acting	in	accordance	with	the	decisions	of	the	Majority	Lenders,	organize	each	Finance
Party	to	commence	and/or	participate	in	any	arbitration	or	legal	dispute	resolution	proceedings	relating	to	this
Agreement,	provided	that,	each	Lender	shall	have	indemnified	or	made	advances	to	the	Facility	Agent	against
any	and	all	costs,	fees,	expenses	(including	but	not	limited	to	legal	fees)	and	liabilities	sustained	or	to	be
sustained	or	incurred	by	the	Facility	Agent	in	acting	in	accordance	with	such	decisions.
	
7.
The	Facility	Agent	shall	have	no	liability	to	any	other	party	to	this	Agreement	for	any	party’s	breach	of	any
provision	of	this	Agreement.
	
8.
If	any	decision	of	the	Majority	Lenders	or	all	the	Lenders	or	acting	in	accordance	with	such	decision
contravenes	or	would	contravene	the	laws	and	regulations,	after	giving	prior	notice	to	each	Finance	Party,	the
Facility	Agent	may	not	act	in	accordance	with	such	decisions.
	
9.
The	Facility	Agent	shall	perform	each	of	its	obligations	under	this	Agreement	with	care	and	diligence.
	
10.
The	Facility	Agent’s	obligations	under	this	Agreement	are	solely	operational	and	administrative	in	nature.	The
Facility	Agent	shall	have	no	other	obligations	except	as	expressly	provided	in	this	Agreement.
24


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
13
.
4
	
Rights	of	the	Facility	Agent
	
1.
Unless	it	has	the	knowledge	to	the	contrary,	the	Facility	Agent	may	assume:
	
(1)
any	representation	of	facts	made	under	or	in	connection	with	this	Agreement	by	any	other	party	to	this
Agreement	is	true,	complete	and	accurate.
	
(2)
no	Event	of	Default	is	continuing.
	
(3)
no	other	party	to	this	Agreement	has	breached	its	obligation	under	this	Agreement.
	
(4)
any	right	vested	in	any	other	party	to	this	Agreement	or	the	Majority	Lenders	or	all	the	Lenders	has	not
been	exercised.
	
2.
The	Facility	Agent	may	engage,	pay	for	and	act	in	reliance	on	the	advice	and	services	of	lawyers,	accountants,
appraisers,	translators	or	other	professional	advisers	as	it	deems	necessary	and	accepted	by	all	the	Lenders.
	
3.
The	Facility	Agent	may	act	in	reliance	on	any	communication	or	document	believed	by	it	to	be	true.
	
4.
The	Facility	Agent	may	disclose	to	any	other	party	to	this	Agreement	any	information	believed	by	it	to	be
reasonably	received	pursuant	to	the	provisions	of	this	Agreement.
13.5	Independent	Credit	Appraisal	and	Subsequent	Management	of	the	Loan
Each	Lender	confirms	that	it	has	been	and	will	continue	to	be	solely	responsible	for	making	an	independent
investigation,	review	and	assessment	of	the	financial	condition,	creditworthiness,	business,	legal	status	and	other


key: chroma:document
string_value:
conditions	of	the	Borrower.		Further,	each	Lender	confirms	that	it	has	made	independent	judgments	and	decisions
and	will	assume	the	risks	of	such	judgments	and	decisions,	including	but	not	limited	to:
	
1.
investigation,	review	and	assessment	of	the	adequacy,	accuracy	or	completeness	of	any	information	relating	to
any	other	party	to	this	Agreement	or	the	transactions	contemplated	under	this	Agreement	whether	such
information	is	supplied	to	that	Lender	by	the	Facility	Agent	or	the	Lead	Arranger;
	
2.
investigation,	review	and	assessment	of	the	financial	condition,	creditworthiness,	business,	legal	status	or	other
conditions	of	any	other	party	to	this	Agreement;
25


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
3.
investigation,	review	and	assessment	of	the	legality,	effectiveness,	binding	effect,	sufficiency	or	enforceability	of
this	Agreement	or	any	document	in	connection	therewith	or	any	action	taken	or	to	be	taken	by	any	other	party
to	this	Agreement;
	
4.
The	Facility	Agent	shall	fulfill	its	supervisory	responsibility	of	the	accounts	opened	by	Borrower	under	this
Agreement;	and	each	Finance	Party	shall	independently	fulfill	the	subsequent	management	responsibility	of	the
loans,	and	may	require	material	and	information	necessary	for	fulfilling	such	responsibilities	through	the
Facility	Agent.
13.6	Facility	Agent	and	Lead	Arranger	as	Lenders
If	the	Facility	Agent	or	the	Lead	Arranger	is	also	a	Lender,	it	shall	be	entitled	to	rights	and	subject	to	liabilities	as	a
Lender	in	accordance	with	the	provisions	of	this	Agreement.
13.7	Syndication	Conference
	
1.
Decision-making	Mechanism	of	the	Lenders
	
(1)
In	the	circumstance	that	the	decisions	of	the	Majority	Lenders	or	all	the	Lenders	are	expressly	required
pursuant	to	the	provisions	of	this	Agreement,	any	Lender	may	notify	the	Facility	Agent	upon	becoming
aware	of	its	occurrence,	whereupon	the	Facility	Agent	shall	promptly	notify	each	Lender	and	request
decisions	to	be	made	upon	receipt	of	such	notice	or	upon	becoming	aware	of	the	same.
	
(2)


key: chroma:document
string_value:
(2)
Each	Lender	shall,	upon	receipt	of	a	notice	issued	by	the	Facility	Agent	pursuant	to	this	Clause	13.7
(
Syndication	Conference
),	notify	the	Facility	Agent	of	its	decisions	within	the	time	limit	specified
therein.
	
(3)
Unless	otherwise	provided	in	this	Agreement,	the	Facility	Agent	shall	act	in	accordance	with	the
decisions	of	the	Majority	Lenders	or	all	the	Lenders	pursuant	to	the	provisions	of	this	Agreement;	the
Facility	Agent	shall	bear	no	liability	to	other	parties	to	this	Agreement	for	taking	or	refraining	from	any
action	if	it	acts	in	accordance	with	the	decisions	of	the	Majority	Lenders	or	all	the	Lenders.
	
(4)
The	decisions	of	the	Majority	Lenders	or	all	the	Lenders	made	in	accordance	with	the	provisions	of	this
Agreement	shall	be	binding	on	each	Lender,	and	each	Lender	shall	assist	the	Facility	Agent	in	carrying
out	any	such	decision	of	the	Majority	Lenders	or	all	the	Lenders.
26


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(5)
In	the	absence	of	a	decision	from	the	Majority	Lenders	or	all	the	Lenders	in	accordance	with	the
provisions	of	this	Agreement,	the	Facility	Agent	shall	make	a	preliminary	settlement	proposal	in	respect
of	the	circumstance	and	solicit	opinions	of	each	Lender	in	accordance	with	the	procedures	described
above.		If	any	Lender	fails	to	notify	the	Facility	Agent	of	its	decisions	within	the	time	limit	specified	in
the	notice	issued	by	the	Facility	Agent,	it	shall	be	deemed	as	having	approved	such	settlement	proposal.
	
(6)
The	Facility	Agent	may	(but	is	not	obliged	to)	take	or	refrain	from	an	action	if	it	considers	such	action
or	inaction	is	in	the	best	interest	of	the	relevant	Lenders.
	
2.
Consent	of	all	the	Lenders
Except	as	otherwise	provided	in	this	Agreement,	without	the	consent	of	all	Lenders,	no	amendment	to	this
Agreement	shall:
	
(1)
change	the	Commitment,	the	Total	Commitments	or	the	currency	of	the	Advances;
	
(2)
change	the	Loan	Period;
	
(3)
change	the	Interest	Rate	or	the	Default	Interest	Rate,	except	as	otherwise	provided	in	this	Agreement;
	
(4)
change	the	currency,	the	amount	or	the	payment	date	of	any	sum	payable	to	any	Finance	Party	under
this	Agreement;
	
(5)
amend	the	definition	of	the	"Majority	Lenders";
	
(6)
amend	Clause	17	(
Amendments	and	Waivers
)	hereof.
	
3.


key: chroma:document
string_value:
)	hereof.
	
3.
Syndication	Conference	Procedures	and	Rules
	
(1)
Upon	the	circumstances	where	the	Facility	Agent	shall	act	in	accordance	with	the	decisions	of	the
Majority	Lenders	or	(as	the	case	may	be)	all	the	Lenders	pursuant	to	this	Agreement,	the	Facility	Agent
shall	convene	and	preside	over	the	syndication	conference.
	
(2)
In	addition	to	the	circumstances	stipulated	in	the	first	paragraph	above,	the	Facility	Agent	shall	be
responsible	for	the	convening	of	the	syndication	conference	in	time	upon	the	following	circumstances:
(a)
any	material	matter	deemed	as	necessary	to	be	decided	by	
convening	a	syndication	conference	by
the	Lead	Arranger;	or
(b)
joint	written	proposal	of	the	Lenders	whose	commitments	aggregate	one	third	or	more	of	the
Total	Commitments.
27


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
(3)
If	the	Facility	Agent	convenes	a	syndication	conference,	it	shall	give	written	notice	to	each	Lender	at
least	five	(5)	Business	Days	or	a	shorter	period	determined	by	the	Facility	Agent	prior	thereto.
However,	at	the	Facility	Agent’s	discretion	and	in	accordance	with	this	Agreement,	it	may	give	the
notice	of	the	syndication	conference	in	such	
manner	that
	it	deems	to	be	positive	for	relevant	Lenders.
The	notice	of	the	conference	shall	include	the	time,	place,	manner	and	the	proposal	of	the	syndication
conference.
	
(4)
The	syndication	conference	may	be	held	on	site	or	by	communications	or	by	written	consents	(with	the
Facility	Agent	notifying	each	Lender	by	facsimile	to	get	its	consent).	The	manner	of	the	conference	will
be	decided	by	the	Facility	Agent	and	will	be	specified	in	the	notice	of	the	conference.	However,	to
minimize	expense,	the	Facility	Agent	shall	choose	to	hold	the	conference	by	written	consent	to	the
extent	possible.	In	the	case	of	a	communication	conference,	the	specific	method	of	communication	and
making	written	resolutions	will	be	decided	by	the	Facility	Agent	and	will	be	specified	in	the	notice	of
the	conference.
	
(5)
If	any	of	the	Lenders	fail	to	instruct	the	Facility	Agent	in	relation	to	a	matter	to	be	decided	by	the
Majority	Lenders	or	by	all	the	Lenders	(as	the	case	may	be)	before	the	date	of	its	decision,	it	shall	be


key: chroma:document
string_value:
deemed	as	having	approved	such	matter.
	
(6)
Each	Lender	shall,	within	two	(2)	Business	Days	upon	the	receipt	of	the	notice	of	conference,	notify	the
Facility	Agent	whether	it	will	attend	the	conference,	and	may	submit	the	provisional	proposal	two	(2)
Business	Days	prior	to	the	conference.		The	Facility	Agent	shall	notify	other	Lenders	of	such	provisional
proposal.
	
(7)
Each	Lender	may	appoint	one	or	two	authorized	representatives	and	several	general	representatives	to
attend	the	syndication	conference.	All	representatives	may	participate	in	discussions	and	offer	opinions,
but	only	the	authorized	representatives	are	entitled	to	vote	on	behalf	of	that	Lender.
	
(8)
A	valid	resolution	of	the	syndication	conference	shall	be	recorded	in	writing	by	the	Facility	Agent	and
affixed	with	the	company	chop	of	each	Lender.	An	original	of	the	valid	resolution	of	the	syndication
conference	shall	be	sent	to	each	Lender.	Not	all	the	valid	resolutions	need	to	be	disclosed	to	the
Borrower	unless	it	is	related	to	the	rights,	obligations	or	other	interests	of	the	Borrower	under	this
Agreement.
28


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
4.
Inter
creditor
	Agreement
The	Finance	Parties	may	enter	into	an	intercreditor	agreement	separately,	provided	that	such	agreement	shall
not	prejudice	any	right	or	increase	any	obligation	of	the	Borrower	under	this	Agreement.
13.8	Compensation	by	the	Lenders
Each	Lender	shall,	within	three	(3)	Business	Days	upon	the	request	of	the	Facility	Agent,	make	compensation	to	the
Facility	Agent	against	all	reasonable	costs,	fees,	losses,	expenses	(including	legal	fees)	and	liabilities	(except	those
caused	by	the	negligence	or	misconduct	of	the	Facility	Agent)	incurred	or	to	be	incurred	by	the	Facility	Agent	in
acting	as	an	agent	pursuant	to	this	Agreement	in	proportion	to	its	Commitment	Percentage.
13.9	Deduction	by	the	Facility	Agent
If	any	Finance	Party	owes	an	amount	to	the	Facility	Agent	under	this	Agreement,	the	Facility	Agent	may,	after	giving
notice	to	that	Finance	Party,	deduct	an	amount	not	exceeding	that	amount	from	any	payment	to	that	Finance	Party
which	the	
Facility	Agent	would	have	otherwise	obliged	to	make	under	this	Agreement	and	apply	the	amounts
deducted	towards	the	satisfaction	of	the	amounts	owed,	and,	the	amounts	so	deducted	shall	be	regarded	as	having
been	received	by	the	indebted	Finance	Party.
13.10	Other	Business


key: chroma:document
string_value:
13.10	Other	Business
Each	Finance	Party	(including	its	branches)	may	accept	deposits	from,	make	other	loans	to	or	engage	in	any	other
banking	business	with	the	Borrower.
13.11	Dealings	with	the	Lender
Unless	the	Facility	Agent	receives	a	notice	from	the	relevant	Lender	issued	in	accordance	with	the	provisions	of	this
Agreement	stating	the	contrary,	it	may	assume	that	such	Lender	is	entitled	to	payments	under	this	Agreement.
14.
TRANSFER
14.1	Transferee
This	Agreement	is	binding	and	effective	on	each	party	hereto	and	their	respective	successors	and	assignees.
29


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
14.2	Transfer	by	the	Borrower
Unless	otherwise	consented	to	by	all	Lenders,	the	Borrower	may	not	transfer	all	or	any	of	its	rights	or	obligations
under	this	Agreement.
14.3	Transfer	by	the	Lenders
Any	Lender	(the	“
Transferring	Lender
”)	intending	to	transfer	all	or	any	of	its	rights	and/or	obligations	hereunder	to
one	or	more	financial	institutions	(the	“
Transferee	Bank
”)	shall	give	at	least	ten	(10)	Business	Days’	prior	notice
(the	“
Transfer	Notice
”)	to	the	Borrower	and	the	Facility	Agent,	and	obtain	the	prior	written	consent	of	the
Borrower.	However,	no	prior	written	consent	is	required	under	the	following	circumstances:	(1)	the	Transferring
Lender	transfers	all	or	any	of	its	rights	and/or	obligations	hereunder	to	other	Lenders;	(2)	the	Transferring	Lender
transfers	all	or	any	rights	and/or	obligations	hereunder	to	its	branches	or	sub-branches,	(3)	any	transfer	required	by
the	Borrower	in	accordance	with	paragraph	3	of	Clause	8.2	hereof,	and	(4)	an	Event	of	Default	has	occurred	and	is
continuing.	If	the	Transferring	Lender	transfers	all	or	any	of	its	rights	and/or	obligations	hereunder	to	other	financial
institutions	other	than	the	Finance	Parties,	other	Finance	Parties	shall	enjoy	the	priority	to	acquire	the	transfer	upon
the	equal	conditions.
14.4	Effecting	a	Transfer


key: chroma:document
string_value:
14.4	Effecting	a	Transfer
The	transfer	made	by	a	Lender	in	accordance	with	Clause	14.3	(
Transfer	by	the	Lenders
)	hereof	shall	take	effect	upon
the	date	specified	in	a	duly	completed	Transfer	Certificate	in	the	form	and	substance	set	out	in	Schedule	3	(
Form	of
Transfer	Certificate
)	hereof	and	executed	by	the	Transferring	Lender,	Transferee	Bank	and	the	Facility	Agent.	The
execution	of	a	Transfer	Certificate	shall	not	be	withheld	or	delayed	by	the	Facility	Agent.
14.5	Binding	Effect	of	a	Transfer
Any	transfer	effected	and	completed	in	accordance	with	this	Agreement	shall	be	binding	on	each	party	to	this
Agreement.
14.6	Consequences	of	a	Transfer
From	the	date	a	transfer	takes	effect,	the	Transferee	Bank	becomes	a	Lender	and	to	the	extent	as	specified	in	the
Transfer	Certificate:
	
1.
the	Transferring	Lender	shall	no	longer	enjoy	rights	and	bear	liabilities	under	this	Agreement	in	relation	to	the
transfer	object;	and
	
2.
the	Transferee	Bank	shall	enjoy	all	the	rights	and	bear	all	the	obligations	under	this	Agreement	in	relation	to
the	transfer	object.
30


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
14.7	Limitation	of	Liabilities	of	a	Transferring	Lender
The	Transferring	Lender	shall	bear	no	liability	to	the	Transferee	Bank	for	any	of	the	followings:
	
1.
the	duly	execution,	genuineness,	accuracy,	completeness,	legality,	effectiveness	or	enforceability	of	this
Agreement	or	any	other	document	in	connection	herewith
	
2.
the	receivability	of	any	payment	due	under	this	Agreement;	and
	
3.
the	accuracy	and	completeness	of	the	representations	of	facts	made	by	any	other	party	to	this	Agreement	to	any
person	under	or	in	connection	with	this	Agreement.
14.8	Further	Limitation	of	Liabilities	of	a	Transferring	Lender
A	Transferring	Lender	is	not	obliged	to:
	
1.
retrieve	from	any	Transferee	Bank	any	right	and/or	obligation	which	is	already	transferred	to	that	Transferee
Bank	in	accordance	with	provisions	of	this	Agreement.
	
2.
indemnify	any	Transferee	Bank	against	any	losses	incurred	by	it	as	a	result	of	the	breach	of	any	obligation	by
the	Borrower	or	any	other	Finance	Party	under	this	Agreement.
14.9	Recording
The	Facility	Agent	shall	maintain	a	name	list	of	each	party	to	this	Agreement,	be	responsible	for	registration	of	the
transfer,	record	each	transfer	of	the	syndication	loan,	and	shall	promptly	notify	other	parties	of	a	transfer	thereto.
14.10	Change	of	Lending	Offices


key: chroma:document
string_value:
14.10	Change	of	Lending	Offices
Any	Lender	may	change	its	Lending	Office	by	giving	the	Borrower	and	the	Facility	Agent	at	least	twenty	(20)	Business
Days’	prior	notice.
15.
RELATIONSHIP	OF	RIGHTS	AND	OBLIGATIONS	AMONG	THE	FINANCE	PARTIES
15.1	Independence	of	Obligations
The	obligations	of	each	Finance	Party	under	this	Agreement	are	independent	of	each	other.	Failure	by	any	Finance
Party	to	perform	its	obligations	under	this	Agreement	does	not	discharge	the	obligations	of	any	other	Finance	Party
under	this	Agreement.		No	Finance	Party	shall	have	any	responsibility	to	any	other	Finance	Parties	for	their
respective	obligations	under	this	Agreement.
31


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
15.2	Independence	of	Rights
The	rights	of	each	Finance	Party	under	this	Agreement	are	independent	of	each	other.	Any	debt	arising	from	time	to
time	under	this	Agreement	owing	by	any	party	to	this	Agreement	to	any	Finance	Party	shall	be	a	separate	debt,	but
each	Finance	Party	shall	exercise	its	rights	through	the	Facility	Agent	under	this	Agreement.	No	Finance	Party	shall
refuse	to	fulfill	any	obligation	under	this	Agreement	on	the	grounds	of	the	independence	of	rights.
16.
CONFIDENTIALITY
16.1	Scope	of	Confidentiality
1.	
Confidentiality	Obligation	of	the	Finance	Parties
Each	Finance	Party	to	the	this	Agreement	agrees	that	it	will	not,	and	shall	procure	that	its	senior	managers,
directors,	employees,	affiliates,	advisors	and	agents	(each	Finance	Party	may	only	disclose	relevant	information	to	the
said	persons	when	necessary)	will	not	disclose,	announce	or	otherwise	publish	to	any	third	party	any	information
including	but	not	limited	to	provisions	of	this	Agreement,	this	loan,	the	Project	or	Project	agreement,	the	Borrower
and	its	shareholders.	Each	Finance	Party	shall	especially	abide	by	the	followings:
	
(1)
Each	Finance	Party	to	this	Agreement	shall	ensure	that	its	senior	managers,	directors,	employees,	affiliates,
advisors	and	agents	will	not	disclose,	announce	or	otherwise	publish	(including	but	not	limited	to	publishing	in


key: chroma:document
string_value:
any	social	media	(including	microblog	and	Wechat))	to	any	third	party	any	information	relating	to	the	Project
and	the	transactions	contemplated	hereunder,	and	the	price	information	herein	shall	not	be	disclosed	or
otherwise	used	by	the	foresaid	person.
	
(2)
Each	Finance	Party	to	this	Agreement	will	not,	and	shall	ensure	that	its	senior	managers,	directors,	employees,
affiliates,	advisors	and	agents	will	not,	accept	any	interview	by	any	media	(including	but	not	limited	to	any
social	media)	in	respect	of	the	Project	or	the	transactions	contemplated	hereunder	or	agree	to	report	the	same.
Any	confidentiality	agreement	or	agreement	relating	to	information	disclosure	already	signed	by	each	party	before
the	execution	of	this	Agreement	shall	be	still	applicable	to	the	confidential	information	of	the	Borrower	provided	by
the	Borrower	or	any	third	party	during	the	negotiation,	execution	and	performance	of	this	Agreement.	During	the
tenor	of	this	Agreement	and	until	two	(2)	years	or	any	longer	period	as	may	be	required	by	applicable	laws	and
regulations	after	the	termination	or	expiration	of	this	Agreement,	the	terms	and	conditions	contained	in	such
confidentiality	agreement	or	agreement	relating	to	information	disclosure	shall	remain	valid	and	effective.	In	the
event	of	any	conflict	between	such	confidentiality	agreement	or	agreement	relating	to	information	disclosure	and	this
Agreement,	the	provisions	imposing	stricter	confidentiality	obligations	on	Finance	Parties	shall	always	prevail.
32


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
However,	the	following	disclosures	made	by	the	Finance	Part
ies
	shall	be	exempted:
	
(1)
information	already	known	to	the	public	(other	than	by	reason	of	that	Finance	Party’s	breach	of	this	clause);
	
(2)
information	disclosed	in	compliance	with	and	to	the	extent	required	by	competent	government	or	regulatory
authority	according	to	laws	and	regulations,	and	the	relevant	disclosure	shall	be	limited	to	the	minimum	extent
as	required	by	the	competent	government,	regulatory	authority	and	laws	and	regulations;
	
(3)
information	disclosed	in	compliance	with	the	listing	rules	of	the	stock	exchange	where	it	is	listed,	and	the
relevant	disclosure	shall	be	limited	to	the	minimum	extent	as	required	by	the	listing	rules	of	the	stock	exchange
where	it	is	listed;
	
(4)
information	disclosed	with	the	Borrower’s	prior	written	consent.
2.	
Confidentiality	Obligation	of	the	Borrower
The	Borrower	shall	undertake	confidentiality	obligation	in	equal	measure	as	required	in	paragraph	1	above	with
respect	to	information	obtained	from	each	Finance	Party.
16.2	Other	Permitted	Disclosure
Any	Finance	Party	may	disclose	any	of	the	following	information	to	assignees	consented	to	by	the	Borrower	pursuant
to	Clause	14	(
Transfer
)	hereof:
	
1.
copies	of	this	Agreement;
	
2.
any	information	known	to	that	Finance	Party	with	respect	to	the	Borrower,	this	Agreement	and/or	the
transactions	contemplated	thereunder;


key: chroma:document
string_value:
transactions	contemplated	thereunder;
provided	that,	the	party	such	confidential	information	to	be	disclosed	to	shall	have	undertaken	with	that	Finance
Party	to	comply	with	the	confidentiality	obligation	under	Clause	16	(
Confidentiality
)	hereof	prior	to	the	receipt	of	any
such	confidential	information.
17.
AMENDMENTS	AND	WAIVERS
17.1	Application	for	Amendments	and	Waivers	and	Consent
	
1.
If	the	Borrower	makes	an	application	for	amendments	and	waivers	to	the	provision	of	this	Agreement,	the
Facility	Agent	shall,	promptly	notify	each	Lender	and	request	decisions	to	be	made	upon	receipt	of	such	written
application	and	other	relevant	documents.
33


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
	
2.
If	any	Lender	proposes	to	amend	the	provision	of	this	Agreement,	it	shall	firstly	notify	the	Facility	Agent,	and
the	Facility	Agent	shall	promptly	notify	other	Lenders	and	request	decisions	to	be	made	upon	receipt	of	the
notice.	Where	the	amendments	proposed	by	the	Lender	is	related	to	the	Borrower,	the	Facility	Agent	shall	copy
the	notice	to	the	Borrower	and	negotiate	with	the	Borrower	the	amendments	to	the	provisions	of	this
Agreement	on	behalf	of	the	syndicate	in	accordance	with	the	relevant	provisions	of	this	Agreement.
	
3.
For	amendments	or	waivers	proposed	by	the	Borrower	or	any	Lender,	the	Facility	Agent	shall	determine	if	it
requires	consent	of	the	Majority	Lenders	or	all	the	Lenders	pursuant	to	the	relevant	provisions	of	this
Agreement.
	
4.
The	Facility	Agent	shall	complete	the	decision	process	pursuant	to	Clause	13.7	(
Syndication	Conference
)	upon
receipt	of	such	application	for	amendments	or	waivers	from	the	Borrower	or	any	Lender.	The	final	valid	voting
result	shall	be	promptly	notified	to	each	Lender	and	the	Borrower.
17.2	Written	Amendments
Any	amendment	to	any	provision	of	this	Agreement	shall	be	made	in	writing	and	a	written	amendment	only	takes
effect	upon	execution	by	the	Facility	Agent	((as	determined	by	all	Lenders	or	the	Majority	Lenders	(as	the	case	may
be))	and	the	Borrower.


key: chroma:document
string_value:
be))	and	the	Borrower.
17.3	Consents	by	the	Facility	Agent
Notwithstandign	the	provision	above,	without	the	consent	of	the	Facility	Agent	no	amendment	to	this	Agreement
shall:
	
1.
amend	Clause	8	
(Payments
),	Clause	13	(
Relationship	among	Finance	Parties
)	or	Clause	17	(
Amendments	and
Waivers
)	hereof;
	
2.
amend	or	waive	any	rights	of	the	Facility	Agent	under	this	Agreement,	or	impose	additional	obligations	on	the
Facility	Agent.
18.
NOTICES
18.1	Notices	through	the	Facility	Agent
All	communications	between	the	Borrower	and	any	Finance	Party	with	respect	to	this	Agreement	shall	be	made
through	the	Facility	Agent.
18.2	Methods	of	Notices
Any	notice,	demand	or	other	document	from	one	party	to	the	other	hereto	pursuant	to	the	provisions	of	this
Agreement	shall	be	made	in	writing	and	be	delivered	to	that	party	at	such	correspondence	address	or	email	address
and	marked	for	the	attention	of	the	persons	(if	any)	as	that	party	may	designate	from	time	to	time	in	writing.	The
initial	address,	telephone	number,	email	address	and	contact	persons	designated	by	each	party	are	set	forth	on	the
execution	pages	hereof.
34


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
18.3	Delivery	of	Notices
Any	communication	between	each	party	to	this	Agreement	in	accordance	with	the	provisions	of	this	Agreement	shall
be	deemed	as	having	been	received	upon	the	satisfaction	of	the	following	conditions:
	
1.
if	delivered	in	person,	at	the	time	of	actual	delivery;
	
2.
if	transmitted	by	email,	when	received	in	legible	form;
	
3.
if	sent	by	mail,	on	the	fifth	(5)	Business	Day	following	the	date	of	posting	by	registered	mail	at	the	correct
address.
18.4	Change	of	Address
Any	party	to	this	Agreement	shall	promptly	notify	the	Facility	Agent	of	any	change	to	its	address,	telephone	number
or	email	address.	Any	change	to	the	aforesaid	information	of	the	Borrower	will	become	effective	upon	notification	of
the	Borrower	to	the	Facility	Agent.	Upon	receipt	of	such	notice	from	any	party	to	this	Agreement,	the	Facility	Agent
shall	forthwith	notify	the	other	parties	hereto	of	any	such	change.
18.5	Language	of	Notices
Any	notice	under	or	in	connection	with	this	Agreement	shall	be	prepared	and	issued	in	Chinese.
19.
RIGHTS	ACCUMULATIVE	AND	SEVERABILITY
19.1	Rights	Accumulative
Neither	failure	to	exercise	nor	delay	in	exercising	on	the	part	of	any	Finance	Party	any	right	under	this	Agreement
shall	operate	as	a	waiver,	nor	shall	any	single	or	partial	exercise	of	any	right	prevents	that	Finance	Party	from	any


key: chroma:document
string_value:
further	or	otherwise	exercise	of	any	other	rights.	The	rights	and	remedies	provided	in	this	Agreement	are	cumulative
and	not	exclusive	of	any	rights	or	remedies	granted	to	any	Finance	Party	by	laws	and	regulations.
19.2	Severability
If	at	any	time	any	provision	of	this	Agreement	is	held	to	be	illegal,	invalid,	or	unenforceable	in	any	respect,	the
legality,	validity	or	enforceability	of	any	other	provisions	of	this	Agreement	shall	not	be	affected	or	prejudiced.
20.
DOCUMENTATION
35


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
20.1	Language
This	Agreement	is	made	and	executed	in	Chinese;	this	English	version	is	prepared	for	reference	only;	if	there	is	any
discrepancy,	the	Chinese	version	controls.
20.2	Counterparts
This	Agreement	is	executed	in	five	originals.	Each	Finance	Party	and	the	Borrower	shall	each	keep	one	original,	and
each	original	shall	have	the	same	legal	effect.
21.
GOVERNING	LAW	AND	DISPUTE	RESOLUTION
21.1	Governing	Law
This	Agreement	is	governed	by	and	shall	be	construed	in	accordance	with	the	laws	of	the	PRC	(for	the	purpose	of	this
Agreement	the	laws	of	the	PRC	shall	not	include	the	laws	of	Hong	Kong	Special	Administrative	Region,	Macau	Special
Administrative	Region	and	Taiwan	Region).
21.2	Dispute	Resolution
Disputes	arising	out	of	or	in	connection	with	this	Agreement	shall	be	submitted	to	the	China	International	Economic
and	Trade	Arbitration	Commission,	Shanghai	Sub-Commission	for	arbitration,	which	shall	be	conducted	in	accordance
with	the	arbitration	rules	in	force	at	the	time	of	the	application	for	arbitration,	and	the	number	of	arbitrators	is	three
(3).	In	respect	of	the	dispute	between	any	Finance	Party	and	the	Borrower	arising	out	of	or	in	connection	with	this
Agreement,	the	Facility	Agent	(acting	on	behalf	of	the	Finance	Party)	and	the	Borrower,	each	as	a	party,	shall	appoint


key: chroma:document
string_value:
one	arbitrator	respectively,	and	the	third	arbitrator	shall	be	jointly	appointed	by	the	Facility	Agent	(acting	on	behalf
of	the	Finance	Party)	and	the	Borrower	or	appointed	by	the	Chairman	with	joint	authorisation	granted	by	the	Facility
Agent	and	the	Borrower.	The	arbitral	award	shall	be	final	and	binding	on	all	parties.
22.
TAKING	EFFECT
This	Agreement	shall	take	effect	on	the	Effective	Date.
SCHEDULE	1
ORIGINAL	COMMITMENT
	
Original	Lenders
Original	Commitment
36


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Agricultural	Bank	of	China	Limited,	Shanghai	Changning
Sub-branch
RMB562,500,000	(or	the	USD	equivalent)
China	Construction	Bank	Corporation,	China	(Shanghai)
Pilot	Free	Trade	Zone	Special	Area	Branch
RMB562,500,000	(or	the	USD	equivalent)
Industrial	and	Commercial	Bank	of	China	Limited,	China
(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
RMB562,500,000	(or	the	USD	equivalent)
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai
Branch
RMB562,500,000	(or	the	USD	equivalent)
Total
RMB2,250,000,000	(or	the	USD	equivalent)
	
	
37


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
SCHEDULE	2
FORM	OF	DRAWDOWN	NOTICE
[***]
	
38


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
SCHEDULE	3
FORM	OF	TRANSFER	CERTIFICATE
[***]
	
39


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
APPENDIX
:
	
FORM	FOR	
PORTIONS
	OF	COMMITMENT	BEING
	TRANSFERRED
[***]
	
40


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
2
,
250
,000,000	(OR	THE	USD	
EQUIVALENT
)	SYNDICATION	
REVOLVING	
LOAN	AGREEMENT
EXECUTION	PAGE
	
Tesla	(Shanghai)	Co.,	Ltd.
(as	Borrower)
	
Attention:
	
Yu	Xian
Address:
	
8F,	Tower	3,	Central	Place,	No.77	Jianguo	Road,	Chaoyang	District,	Beijing,	China
Tel:
	[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Xiaotong	Zhu
___																																		____________
Name:	Xiaotong	Zhu																											Company	Chop
Title:
	
41


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
2
,
250
,000,000	(OR	THE	USD	
EQUIVALENT
)	SYNDICATION	
REVOLVING	
LOAN	AGREEMENT
EXECUTION	PAGE
	
China	Construction	Bank	Corporation,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Primary	Lead	Arranger,	Facility	Agent,	Original	Lender)
	
Attention:	Lifan	Yang
Address:	Pudong	New	District	Xinyuan	South	Road	No	555	B-3
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Qinghong	Jin
__																																		____________
Name:	Qinghong	Jin																												Company	Chop
Title:
	
42


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
2
,
250
,000,000	(OR	THE	USD	
EQUIVALENT
)	SYNDICATION	
REVOLVING	
LOAN	AGREEMENT
EXECUTION	PAGE
	
Industrial	and	Commercial	Bank	of	China	Limited,	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Branch
(as	Joint	Lead	Arranger,	Original	Lender)
	
Attention:	Jing	Ouyang
Address:	Shanghai	Pudong	New	District	Xinyuan	South	Road	No	555
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Jing	Ouyang
____																																		____________
Name:	Jing	Ouyang																													Company	Chop
Title:
	
43


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
2
,
250
,000,000	(OR	THE	USD	
EQUIVALENT
)	SYNDICATION	
REVOLVING	
LOAN	AGREEMENT
EXECUTION	PAGE
	
Shanghai	Pudong	Development	Bank	Co.,	Ltd.,	Shanghai	Branch
(as	Joint	Lead	Arranger,	Original	Lender)
	
Attention:	Qian	Huang
Address:	China	(Shanghai)	Pilot	Free	Trade	Zone	Special	Area	Pudong	New	District	Xinyuan	South	Road	No	588
19th	floor
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Su’nan	Wang
___																																		____________
Name:	Su’nan	Wang																											
Company	Chop
Title:
	
44


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
RMB	
2
,
250
,000,000	(OR	THE	USD	
EQUIVALENT
)	SYNDICATION	
REVOLVING	
LOAN	AGREEMENT
EXECUTION	PAGE
	
Agricultural	Bank	of	China	Limited,	Shanghai	Changning	Sub-branch
(as	Joint	Lead	Arranger,	Trade	Finance	Party,	Original	Lender)
	
Attention:	Zhifeng	Pan
Address:	Shanghai	Changning	District	Dingxi	Road	No	998
Tel:	
[***]
Email:	
[***]
	
Authorized	signatory:
_
/s/	Li	Xu
____																																		____________
Name:	Li	Xu																																			Company	Chop
Title:
	
45


key: chroma:document
string_value:
Certain	identified	information	has	been	omitted	from	this	document	because	it	is	not	material	and	would	be	competitively	harmful	if	publicly
disclosed,	and	has	been	marked	with	“[***]”	to	indicate	where	omissions	have	been	made.
	
Schedules	Listed	Below	Omitted	Pursuant	to	Regulation	S-K	Item	601(a)(5)
Schedule	2:	Form	of	Drawdown	Notice
Schedule	3:	Form	of	Transfer	Certificate
Appendix:	Form	for	Portions	of	Commitment	Being	Transferred
	
46
Exhibit	21.1
SUBSIDIARIES	OF	TESLA,	INC.
	
Name	of	Subsidiary
	
Jurisdiction	of
Incorporation	or	Organization
Allegheny	Solar	1,	LLC
	
Delaware
Allegheny	Solar	Manager	1,	LLC
	
Delaware
Ancon	Holdings	II,	LLC
	
Delaware
Ancon	Holdings	III,	LLC
	
Delaware
Ancon	Holdings,	LLC
	
Delaware
Ancon	Solar	Corporation
	
Delaware
Ancon	Solar	I,	LLC
	
Delaware
Ancon	Solar	II	Lessee	Manager,	LLC
	
Delaware
Ancon	Solar	II	Lessee,	LLC
	
Delaware
Ancon	Solar	II	Lessor,	LLC
	
Delaware
Ancon	Solar	III	Lessee	Manager,	LLC
	
Delaware
Ancon	Solar	III	Lessee,	LLC
	
Delaware
Ancon	Solar	III	Lessor,	LLC
	
Delaware
Ancon	Solar	Managing	Member	I,	LLC
	
Delaware
Arpad	Solar	Borrower,	LLC
	
Delaware
Arpad	Solar	I,	LLC
	
Delaware
Arpad	Solar	Manager	I,	LLC
	
Delaware
AU	Solar	1,	LLC
	
Delaware
AU	Solar	2,	LLC
	
Delaware
Banyan	SolarCity	Manager	2010,	LLC


key: chroma:document
string_value:
Delaware
Banyan	SolarCity	Owner	2010,	LLC
	
Delaware
Basking	Solar	I,	LLC
	
Delaware
Basking	Solar	II,	LLC
	
Delaware
Basking	Solar	Manager	II,	LLC
	
Delaware
Beatrix	Solar	I,	LLC
	
Delaware
Bernese	Solar	Manager	I,	LLC
	
Delaware
Blue	Skies	Solar	I,	LLC
	
Delaware
Blue	Skies	Solar	II,	LLC
	
Delaware
Caballero	Solar	Managing	Member	I,	LLC
	
Delaware
Caballero	Solar	Managing	Member	II,	LLC
	
Delaware
Caballero	Solar	Managing	Member	III,	LLC
	
Delaware
Cardinal	Blue	Solar,	LLC
	
Delaware
Castello	Solar	I,	LLC
	
Delaware
Castello	Solar	II,	LLC
	
Delaware
Castello	Solar	III,	LLC
	
Delaware
Chaparral	SREC	Borrower,	LLC
	
Delaware
Chaparral	SREC	Holdings,	LLC
	
Delaware
Chompie	Solar	I,	LLC
	
Delaware
Chompie	Solar	II,	LLC
	
Delaware
Chompie	Solar	Manager	I,	LLC
	
Delaware
Chompie	Solar	Manager	II,	LLC
	
Delaware
City	UB	Solar,	LLC
	
Delaware
Clydesdale	SC	Solar	I,	LLC
	
Delaware
Common	Assets	Capital,	LLC
	
Delaware
Common	Assets	Financial,	LLC
	
Delaware
Common	Assets	Securities,	LLC
	
Delaware
Common	Assets	Technologies,	LLC
	
Delaware
Common	Assets,	LLC
	
Delaware
Dahlia	Holdings	I,	LLC
	
Delaware
Dahlia	Holdings	II,	LLC
	
Delaware
Dom	Solar	General	Partner	I,	LLC
	
Delaware


key: chroma:document
string_value:
Dom	Solar	Limited	Partner	I,	LLC
	
Delaware
Eiger	Lease	Co,	LLC
	
Delaware
Energy	Freedom	Coalition	of	America,	LLC
	
Delaware
Falconer	Solar	Manager	I,	LLC
	
Delaware
Firehorn	Solar	Manager	I,	LLC
	
Delaware
FocalPoint	Solar	Borrower,	LLC
	
Delaware
FocalPoint	Solar	I,	LLC
	
Delaware
FocalPoint	Solar	Manager	I,	LLC
	
Delaware
Fontane	Solar	I,	LLC
	
Delaware
Fotovoltaica	GI	4,	S.	de	R.L.	de	C.V.
	
Mexico
Fotovoltaica	GI	5,	S.	de	R.L.	de	C.V.
	
Mexico
FTE	Solar	I,	LLC
	
Delaware
Grohmann	Engineering	Trading	(Shanghai)	Co.	Ltd.
	
China
Grohmann	USA,	Inc.
	
Delaware
Guilder	Solar,	LLC
	
Delaware
Hammerhead	Solar,	LLC
	
Delaware
Hangzhou	Silevo	Electric	Power	Co.,	Ltd.
	
China
Harpoon	Solar	I,	LLC
	
Delaware
Harpoon	Solar	Manager	I,	LLC
	
Delaware
Haymarket	Holdings,	LLC
	
Delaware
Haymarket	Manager	1,	LLC
	
Delaware
Haymarket	Solar	1,	LLC
	
Delaware
Hibar	China	Co.	Ltd.
	
China
Hibar	International	Holdings,	Inc.
	
Canada
Hibar	Korea	Ltd.
	
Republic	of	Korea
Hibar	Systems	Europe	GmbH
	
Germany
Hibar	Systems	Limited
	
Canada
Ikehu	Manager	I,	LLC
	
Delaware
IL	Buono	Solar	I,	LLC
	
Delaware
Iliosson,	S.A.	de	C.V.
	
Mexico
Knight	Solar	Managing	Member	I,	LLC
	
Delaware


key: chroma:document
string_value:
Delaware
Knight	Solar	Managing	Member	II,	LLC
	
Delaware
Knight	Solar	Managing	Member	III,	LLC
	
Delaware
Landlord	2008-A,	LLC
	
Delaware
LML	Partnership,	LLC
	
Delaware
LML	2018	Warehouse	SPV,	LLC
	
Delaware
LML	Warehouse	SPV,	LLC
	
Delaware
Louis	Solar	II,	LLC
	
Delaware
Louis	Solar	III,	LLC
	
Delaware
Louis	Solar	Manager	II,	LLC
	
Delaware
Louis	Solar	Manager	III,	LLC
	
Delaware
Louis	Solar	Master	Tenant	I,	LLC
	
Delaware
Louis	Solar	MT	Manager	I,	LLC
	
Delaware
Louis	Solar	Owner	I,	LLC
	
Delaware
Louis	Solar	Owner	Manager	I,	LLC
	
Delaware
Mako	GB	SPV	Holdings,	LLC
	
Delaware
Mako	GB	SPV,	LLC
	
Delaware
Mako	Solar	Holdings,	LLC
	
Delaware
Mako	Solar,	LLC
	
Delaware
Master	Tenant	2008-A,	LLC
	
Delaware
Matterhorn	Solar	I,	LLC
	
Delaware
Maxwell	Holding	GmbH
	
Germany
Maxwell	Technologies	Korea	Co.,	Ltd.
	
Republic	of	Korea
Maxwell	Technologies	Hong	Kong	Limited
	
Hong	Kong
Maxwell	Technologies	Shanghai	Trading	Co.,	Ltd.
	
China
Maxwell	Technologies	GmbH
	
Germany


key: chroma:document
string_value:
Maxwell	Technologies,	Inc.
	
Delaware
Maxwell	Technologies	Shenzhen	Trading	Co.,	Ltd.
	
China
Maxwell	Technologies	Systems	Division,	Inc.
	
California
Megalodon	Solar,	LLC
	
Delaware
MML	Acquisition	Corp.
	
Delaware
Monte	Rosa	Solar	I,	LLC
	
Delaware
Mound	Solar	Manager	V,	LLC
	
Delaware
Mound	Solar	Manager	VI,	LLC
	
Delaware
Mound	Solar	Manager	X,	LLC
	
Delaware
Mound	Solar	Manager	XI,	LLC
	
Delaware
Mound	Solar	Manager	XII,	LLC
	
Delaware
Mound	Solar	Master	Tenant	IX,	LLC
	
Delaware
Mound	Solar	Master	Tenant	V,	LLC
	
California
Mound	Solar	Master	Tenant	VI,	LLC
	
Delaware
Mound	Solar	Master	Tenant	VII,	LLC
	
Delaware
Mound	Solar	Master	Tenant	VIII,	LLC
	
Delaware
Mound	Solar	MT	Manager	IX,	LLC
	
Delaware
Mound	Solar	MT	Manager	VII,	LLC
	
Delaware
Mound	Solar	MT	Manager	VIII,	LLC
	
Delaware
Mound	Solar	Owner	IX,	LLC
	
Delaware
Mound	Solar	Owner	Manager	IX,	LLC
	
Delaware
Mound	Solar	Owner	Manager	VII,	LLC
	
Delaware
Mound	Solar	Owner	Manager	VIII,	LLC
	
Delaware
Mound	Solar	Owner	V,	LLC
	
California
Mound	Solar	Owner	VI,	LLC
	
Delaware
Mound	Solar	Owner	VII,	LLC
	
Delaware
Mound	Solar	Owner	VIII,	LLC
	
Delaware
Mound	Solar	Partnership	X,	LLC
	
Delaware
Mound	Solar	Partnership	XI,	LLC
	
Delaware


key: chroma:document
string_value:
Delaware
Mound	Solar	Partnership	XII,	LLC
	
Delaware
MS	SolarCity	2008,	LLC
	
Delaware
MS	SolarCity	Commercial	2008,	LLC
	
Delaware
MS	SolarCity	Residential	2008,	LLC
	
Delaware
MT	Solar	Corporation
	
Delaware
NBA	SolarCity	AFB,	LLC
	
California
NBA	SolarCity	Commercial	I,	LLC
	
California
NBA	SolarCity	Solar	Phoenix,	LLC
	
California
Northern	Nevada	Research	Co.,	LLC
	
Nevada
Oranje	Solar	I,	LLC
	
Delaware
Oranje	Solar	Manager	I,	LLC
	
Delaware
Paramount	Energy	Fund	I	Lessee,	LLC
	
Delaware
Paramount	Energy	Fund	I	Lessor,	LLC
	
Delaware
PEF	I	MM,	LLC
	
Delaware
Perbix	Machine	Company,	Inc.
	
Minnesota
Poppy	Acquisition	LLC
	
Delaware
Presidio	Solar	I,	LLC
	
Delaware
Presidio	Solar	II,	LLC
	
Delaware
Presidio	Solar	III,	LLC
	
Delaware
Pukana	La	Solar	I,	LLC
	
Delaware
Roadster	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
	
China
Roadster	Finland	Oy
	
Finland
Sequoia	Pacific	Holdings,	LLC
	
Delaware
Sequoia	Pacific	Manager	I,	LLC
	
Delaware
Sequoia	Pacific	Solar	I,	LLC
	
Delaware
Sequoia	SolarCity	Owner	I,	LLC
	
Delaware
Servicios	de	Technología	Y	Admninstración	Ilioss,	S.A.	de	C.V.
	
Mexico


key: chroma:document
string_value:
Sierra	Solar	Power	(Hong	Kong)	Limited
	
Hong	Kong
Silevo,	LLC
	
Delaware
Solar	Aquarium	Holdings,	LLC
	
Delaware
Solar	Energy	of	America	1,	LLC
	
Delaware
Solar	Energy	of	America	Manager	1,	LLC
	
Delaware
Solar	Explorer,	LLC
	
Delaware
Solar	Gezellig	Holdings,	LLC
	
Delaware
Solar	House	I,	LLC
	
Delaware
Solar	House	II,	LLC
	
Delaware
Solar	House	III,	LLC
	
Delaware
Solar	House	IV,	LLC
	
Delaware
Solar	Integrated	Fund	I,	LLC
	
Delaware
Solar	Integrated	Fund	II,	LLC
	
Delaware
Solar	Integrated	Fund	III,	LLC
	
Delaware
Solar	Integrated	Fund	IV-A,	LLC
	
Delaware
Solar	Integrated	Fund	V,	LLC
	
Delaware
Solar	Integrated	Fund	VI,	LLC
	
Delaware
Solar	Integrated	Manager	I,	LiLC
	
Delaware
Solar	Integrated	Manager	II,	LLC
	
Delaware
Solar	Integrated	Manager	III,	LLC
	
Delaware
Solar	Integrated	Manager	IV-A,	LLC
	
Delaware
Solar	Integrated	Manager	V,	LLC
	
Delaware
Solar	Integrated	Manager	VI,	LLC
	
Delaware
Solar	Services	Company,	LLC
	
Delaware
Solar	Ulysses	Manager	I,	LLC
	
Delaware
Solar	Ulysses	Manager	II,	LLC
	
Delaware
Solar	Voyager,	LLC
	
Delaware
Solar	Warehouse	Manager	I,	LLC
	
Delaware
Solar	Warehouse	Manager	II,	LLC
	
Delaware
Solar	Warehouse	Manager	III,	LLC
	
Delaware
Solar	Warehouse	Manager	IV,	LLC
	
Delaware
SolarCity	Alpine	Holdings,	LLC
	
Delaware


key: chroma:document
string_value:
Delaware
SolarCity	Amphitheatre	Holdings,	LLC
	
Delaware
SolarCity	Arbor	Holdings,	LLC
	
Delaware
SolarCity	Arches	Holdings,	LLC
	
Delaware
SolarCity	AU	Holdings,	LLC
	
Delaware
SolarCity	Cruyff	Holdings,	LLC
	
Delaware
SolarCity	Electrical	New	York	Corporation
	
Delaware
SolarCity	Electrical,	LLC
	
Delaware
SolarCity	Engineering,	Inc.
	
California
SolarCity	Finance	Company,	LLC
	
Delaware
SolarCity	Finance	Holdings,	LLC
	
Delaware
SolarCity	Foxborough	Holdings,	LLC
	
Delaware
SolarCity	FTE	Series	1,	LLC
	
Delaware
SolarCity	FTE	Series	2,	LLC
	
Delaware
SolarCity	Fund	Holdings,	LLC
	
Delaware
SolarCity	Grand	Canyon	Holdings,	LLC
	
Delaware
SolarCity	Holdings	2008,	LLC
	
Delaware
SolarCity	International,	Inc.
	
Delaware
SolarCity	Leviathan	Holdings,	LLC
	
Delaware
SolarCity	LMC	Series	I,	LLC
	
Delaware
SolarCity	LMC	Series	II,	LLC
	
Delaware
SolarCity	LMC	Series	III,	LLC
	
Delaware
SolarCity	LMC	Series	IV,	LLC
	
Delaware
SolarCity	LMC	Series	V,	LLC
	
Delaware
SolarCity	Mid-Atlantic	Holdings,	LLC
	
Delaware


key: chroma:document
string_value:
SolarCity	Nitro	Holdings,	LLC
	
Delaware
SolarCity	Orange	Holdings,	LLC
	
Delaware
SolarCity	Series	Holdings	I,	LLC
	
Delaware
SolarCity	Series	Holdings	II,	LLC
	
Delaware
SolarCity	Series	Holdings	IV,	LLC
	
Delaware
SolarCity	Steep	Holdings,	LLC
	
Delaware
SolarCity	Ulu	Holdings,	LLC
	
Delaware
SolarCity	Village	Holdings,	LLC
	
Delaware
SolarRock,	LLC
	
Delaware
SolarStrong,	LLC
	
Delaware
Sparrowhawk	Solar	I,	LLC
	
Delaware
SREC	Holdings,	LLC
	
Delaware
TALT	Holdings,	LLC
	
Delaware
TALT	TBM	Holdings,	LLC
	
Delaware
TBM	Partnership	II,	LLC
	
Delaware
TES	2017-1,	LLC
	
Delaware
TES	2017-2,	LLC
	
Delaware
TES	2018-K2,	LLC
	
Delaware
TES	Holdings	2017-1,	LLC
	
Delaware
TES	Holdings	2018-K2,	LLC
	
Delaware
Tesla	(Beijing)	New	Energy	R&D	Co.,	Ltd.
	
China
Tesla	2014	Warehouse	SPV	LLC
	
Delaware
Tesla	Auto	Lease	Trust	2018-A
	
Delaware
Tesla	Auto	Lease	Trust	2018-B
	
Delaware
Tesla	Motors	(Beijing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Changsha)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Chengdu)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Chongqing)	Co.,	Ltd.
	
China


key: chroma:document
string_value:
China
Tesla	Automobile	Sales	and	Service	(Dalian)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Guangzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Hangzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Nanjing)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Nanning)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Ningbo)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Qingdao)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shanghai)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shanghai)	Co.,	Ltd.,	Xinhong	Branch
	
China
Tesla	Automobile	Sales	and	Service	(Shanghai)	Co.,	Ltd.,	Yangpu	Branch
	
China
Tesla	Automobile	Sales	and	Service	(Shenzhen)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Shenzhen)	Co.,	Ltd.,	Futian	Branch	2
	
China
Tesla	Automobile	Sales	and	Service	(Shenyang)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Suzhou)	Co.	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Tianjin)	Co.	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Wenzhou)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Wuhan)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Xi'an)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Xiamen)	Co.,	Ltd.
	
China
Tesla	Automobile	Sales	and	Service	(Zhengzhou)	Co.	Ltd.
	
China


key: chroma:document
string_value:
China
Tesla	Automobiles	Sales	and	Service	Mexico,	S.	de	R.L.	de	C.V.
	
Mexico
Tesla	Belgium	BVBA
	
Belgium
Tesla	Canada	GP	Inc.
	
Canada
Tesla	Canada	LP
	
Canada
Tesla	Czech	Republic	s.r.o.
	
Czech	Republic
Tesla	Energia	Macau	Limitada
	
Macau
Tesla	Energy	d.o.o.
	
Slovenia


key: chroma:document
string_value:
Tesla	Energy	Electrical	LLC
	
Delaware
Tesla	Energy	Operations,	Inc.
	
Delaware
Tesla	Energy	Sales	LLC
	
Delaware
Tesla	Finance	LLC
	
Delaware
Tesla	Financial	Leasing	(China)	Co.,	Ltd.
	
China
Tesla	Financial	Services	GmbH
	
Germany
Tesla	Financial	Services	Holdings	B.V.
	
Netherlands
Tesla	Financial	Services	Limited
	
United	Kingdom
Tesla	France	S.à	r.l.
	
France
Tesla	Germany	GmbH
	
Germany
Tesla	Greece	Single	Member	P.C.
	
Greece
Tesla	Grohmann	Automation	GmbH
	
Germany
Tesla	Insurance,	Inc.
	
Delaware
Tesla	Insurance	Holdings,	LLC
	
Delaware
Tesla	Insurance	Services,	Inc.
	
California
Tesla	International	B.V.
	
Netherlands
Tesla	Italy	S.r.l.
	
Italy
Tesla	Jordan	Car	Trading	LLC
	
Jordan
Tesla	Korea	Limited
	
Republic	of	Korea
Tesla	Lease	Trust
	
Delaware
Tesla	Manufacturing	Brandenburg	SE
	
Germany
Tesla	Michigan,	Inc.
	
Michigan
Tesla	Motors	Australia,	Pty	Ltd
	
Australia
Tesla	Motors	Austria	GmbH
	
Austria
Tesla	Motors	Canada	ULC
	
Canada
Tesla	Motors	Coöperatief	U.A.
	
Netherlands
Tesla	Motors	Denmark	ApS
	
Denmark
Tesla	Motors	FL,	Inc.
	
Florida
Tesla	Motors	HK	Limited
	
Hong	Kong
Tesla	Motors	Iceland	ehf.
	
Iceland
Tesla	Motors	Ireland	Limited
	
Ireland
Tesla	Motors	Israel	Ltd.
	
Israel
Tesla	Motors	Japan	GK
	
Japan
Tesla	Motors	Limited
	
United	Kingdom
Tesla	Motors	Luxembourg	S.à	r.l.
	
Luxembourg


key: chroma:document
string_value:
Luxembourg
Tesla	Motors	MA,	Inc.
	
Massachusetts
Tesla	Motors	Netherlands	B.V.
	
Netherlands
Tesla	Motors	New	York	LLC
	
New	York
Tesla	Motors	NL	LLC
	
Delaware
Tesla	Motors	Norway	AS
	
Norway
Tesla	Motors	NV,	Inc.
	
Nevada
Tesla	Motors	PA,	Inc.
	
Pennsylvania
Tesla	Motors	Sales	and	Service	LLC
	
Turkey
Tesla	Motors	Singapore	Holdings	Pte.	Ltd.
	
Singapore
Tesla	Motors	Singapore	Private	Limited
	
Singapore
Tesla	Motors	Stichting
	
Netherlands
Tesla	Switzerland	GmbH
	
Switzerland
Tesla	Motors	Taiwan	Limited
	
Taiwan
Tesla	Motors	TN,	Inc.
	
Tennessee
Tesla	Motors	TX,	Inc.
	
Texas
Tesla	Motors	UT,	Inc.
	
Utah
Tesla	New	Zealand	ULC
	
New	Zealand
Tesla	Portugal,	Sociedade	Unipessoal	LDA
	
Portugal
Tesla	Poland	sp.	z	o.o.
	
Poland
Tesla	Puerto	Rico	LLC
	
Puerto	Rico
Tesla	Sales,	Inc.
	
Delaware


key: chroma:document
string_value:
Tesla	Services	Sdn.	Bhd.
	
Malaysia
Tesla	Shanghai	Co.,	Ltd
	
China
Tesla	Spain,	S.L.	Unipersonal
	
Spain
Tesla		Transport	B.V.
	
Netherlands
Tesla,	Inc.
	
Delaware
The	Big	Green	Solar	Holdings,	LLC
	
Delaware
The	Big	Green	Solar	I,	LLC
	
Delaware
The	Big	Green	Solar	Manager	I,	LLC
	
Delaware
Three	Rivers	Solar	1,	LLC
	
Delaware
Three	Rivers	Solar	2,	LLC
	
Delaware
Three	Rivers	Solar	3,	LLC
	
Delaware
Three	Rivers	Solar	Manager	1,	LLC
	
Delaware
Three	Rivers	Solar	Manager	2,	LLC
	
Delaware
Three	Rivers	Solar	Manager	3,	LLC
	
Delaware
TM	International	C.V.
	
Netherlands
TM	Sweden	AB
	
Sweden
USB	SolarCity	Manager	2009,	LLC
	
Delaware
USB	SolarCity	Manager	2009-2010,	LLC
	
Delaware
USB	SolarCity	Manager	III,	LLC
	
Delaware
USB	SolarCity	Manager	IV,	LLC
	
Delaware
USB	SolarCity	Master	Tenant	2009,	LLC
	
California
USB	SolarCity	Master	Tenant	2009-2010,	LLC
	
California
USB	SolarCity	Master	Tenant	IV,	LLC
	
California
USB	SolarCity	Owner	2009,	LLC
	
California
USB	SolarCity	Owner	2009-2010,	LLC
	
California
USB	SolarCity	Owner	IV,	LLC
	
California
Visigoth	Solar	1,	LLC
	
Delaware
Visigoth	Solar	Holdings,	LLC
	
Delaware
Visigoth	Solar	Managing	Member	1,	LLC
	
Delaware
VPP	Project	1	(SA)	Pty	Ltd.
	
Australia


key: chroma:document
string_value:
Australia
Weisshorn	Solar	I,	LLC
	
Delaware
Weisshorn	Solar	Manager	I,	LLC
	
Delaware
Zep	Solar	Hong	Kong	Limited
	
Hong	Kong
Zep	Solar	LLC
	
California
Zep	Solar	Trading	Ltd
	
China
	
	
Exhibit	23.1
CONSENT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM
	
We	hereby	consent	to	the	incorporation	by	reference	in	the	Registration	Statements	on	Form	S-3	(Nos.	333-231168,	333-230180,	and	333-221378)	and
S-8	(Nos.	333-232079,	333-223169,	333-216376,	333-209696,	333-198002,	333-187113,	333-183033,	and	333-167874)	of	Tesla,	Inc.	of	our	report	dated
February	13,	2020	relating	to	the	financial	statements
	
and	the	effectiveness	of	internal	control	over	financial	reporting,	which	appears	in	this	Form	10-
K.
/s/	PricewaterhouseCoopers	LLP
San	Jose,	California
February	13,	2020
	
	
	
Exhibit	31.1
CERTIFICATIONS
I,	Elon	Musk,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make
the	statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered
by	this	report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects


key: chroma:document
string_value:
the	financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;
4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in
Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-
15(f))	for	the	registrant	and	have:
	
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our
supervision,	to	ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by
others	within	those	entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
	
(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our


key: chroma:document
string_value:
supervision,	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for
external	purposes	in	accordance	with	generally	accepted	accounting	principles;
	
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the
effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and
	
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s	most
recent	fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably
likely	to	materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and
5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to
the	registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
	
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are
reasonably	likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
	
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal
control	over	financial	reporting.
	
Date:	February	13,	2020
	
	
/s/	Elon	Musk
	
	
	
Elon	Musk
	
	
	
Chief	Executive	Officer


key: chroma:document
string_value:
Chief	Executive	Officer
	
	
	
(Principal	Executive	Officer)
	
	
	
Exhibit	31.2
CERTIFICATIONS
I,	Zachary	J.	Kirkhorn,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make
the	statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered
by	this	report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects
the	financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;
4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in
Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-
15(f))	for	the	registrant	and	have:
	
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our
supervision,	to	ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us	by
others	within	those	entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
	
(b)


key: chroma:document
string_value:
(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under	our
supervision,	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for
external	purposes	in	accordance	with	generally	accepted	accounting	principles;
	
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about	the
effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;	and
	
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s	most
recent	fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is	reasonably
likely	to	materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and
5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to
the	registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
	
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are
reasonably	likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
	
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s	internal
control	over	financial	reporting.


key: chroma:document
string_value:
control	over	financial	reporting.
	
Date:	February	13,	2020
	
	
/s/	Zachary	J.	Kirkhorn
	
	
	
Zachary	J.	Kirkhorn
	
	
	
Chief	Financial	Officer
	
	
	
(Principal	Financial	Officer)
	
	
Exhibit	32.1
SECTION	1350	CERTIFICATIONS
I,	Elon	Musk,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual	period
ended	December	31,	2019,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that	the
information	contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.
	
Date:	February	13,	2020
	
	
/s/	Elon	Musk	
	
	
	
Elon	Musk
	
	
	
Chief	Executive	Officer
	
	
	
(Principal	Executive	Officer)
I,	Zachary	J.	Kirkhorn,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual


key: chroma:document
string_value:
period	ended	December	31,	2019,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that
the	information	contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.
	
Date:	February	13,	2020
	
	
/s/	Zachary	J.	Kirkhorn
	
	
	
Zachary	J.	Kirkhorn
	
	
	
Chief	Financial	Officer
	
	
	
(Principal	Financial	Officer)


key: chroma:document
string_value:
UNITED	STATES
SECURITIES	AND	EXCHANGE	COMMISSION
Washington,	D.C.	20549
	
FORM	
10-K/A
(Amendment	No.	1)
	
(Mark	One)
☒
ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934
For	the	fiscal	year	ended	
December	31,	
2021
	
OR
☐
TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934
For	the	transition	period	from	
																				
	to	
																					
Commission	File	Number:	
001-34756
	
Tesla,	Inc.
(Exact	name	of	registrant	as	specified	in	its	charter)
	
	
Delaware
	
91-2197729
(State	or	other	jurisdiction	of
incorporation	or	organization)
	
(I.R.S.	Employer
Identification	No.)
	
	
	
1	Tesla	Road
Austin
,	
Texas
	
78725
(Address	of	principal	executive	offices)
	
(Zip	Code)
(
512
)	
516-8177
(Registrant’s	telephone	number,	including	area	code)
Securities	registered	pursuant	to	Section	12(b)	of	the	Act:
	
Title	of	each	class
Trading	Symbol(s)
Name	of	each	exchange	on	which	registered
Common	stock
TSLA
The	Nasdaq	Global	Select	Market
	
Securities	registered	pursuant	to	Section	12(g)	of	the	Act:
None
	
Indicate	by	check	mark	whether	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				
Yes
		
☒
				No		
☐


key: chroma:document
string_value:
Yes
		
☒
				No		
☐
Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.				Yes		
☐
				
No
		
☒
Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	(“Exchange	Act”)	during	the	preceding	12
months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days.				
Yes
		
☒
				No		
☐
Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	every	Interactive	Data	File	required	to	be	submitted	pursuant	to	Rule	405	of	Regulation	S-T	(§	232.405	of	this	chapter)
during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	such	files).				
Yes
		
☒
				No		
☐
Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	a	smaller	reporting	company	or	an	emerging	growth	company.	See	the
definitions	of	“large	accelerated	filer,”	“accelerated	filer,”	“smaller	reporting	company”	and	“emerging	growth	company”	in	Rule	12b-2	of	the	Exchange	Act:
	
Large	accelerated	filer
	
☒
		
Accelerated	filer
	
☐
	
	
	
	
Non-accelerated	filer
	
☐
		
		
Smaller	reporting	company
	
☐


key: chroma:document
string_value:
Emerging	growth	company
	
☐
	
	
	
	
If	an	emerging	growth	company,	indicate	by	check	mark	if	the	registrant	has	elected	not	to	use	the	extended	transition	period	for	complying	with	any	new	or	revised	financial	accounting	standards
provided	pursuant	to	Section	13(a)	of	the	Exchange	Act.				
☐
Indicate	by	check	mark	whether	the	Registrant	has	filed	a	report	on	and	attestation	to	its	management’s	assessment	of	the	effectiveness	of	its	internal	control	over	financial	reporting	under
Section	404(b)	of	the	Sarbanes-Oxley	Act	(15	U.S.C.	7262(b))	by	the	registered	public	accounting	firm	that	prepared	or	issued	its	audit	report.	
☒
Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		
☐
				No		
☒
The	aggregate	market	value	of	voting	stock	held	by	non-affiliates	of	the	registrant,	as	of	June	30,	2021,	the	last	day	of	the	registrant’s	most	recently	completed	second	fiscal	quarter,	was
$
541.28
	billion	(based	on	the	closing	price	for	shares	of	the	registrant’s	Common	Stock	as	reported	by	the	NASDAQ	Global	Select	Market	on	June	30,	2021).	Shares	of	Common	Stock	held	by	each
executive	officer,	director,	and	holder	of	5%	or	more	of	the	outstanding	Common	Stock	have	been	excluded	in	that	such	persons	may	be	deemed	to	be	affiliates.	This	determination	of	affiliate	status	is
not	necessarily	a	conclusive	determination	for	other	purposes.
As	of	January	31,	2022,	there	were	
1,033,507,611


key: chroma:document
string_value:
1,033,507,611
	shares	of	the	registrant’s	Common	Stock	outstanding.
	
Auditor	Name:
	
PricewaterhouseCoopers	LLP
Auditor	Location:	
San	Jose,	California
Auditor	Firm	ID:
	
238


key: chroma:document
string_value:
EXPLANATORY	NOTE
On	February	7,	2022,	Tesla,	Inc.	(“Tesla,”	the	“Company,”	“we,”	“us,”	or	“our”)	filed	our	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended
December	31,	2021	(the	“Original	Form	10-K”).	The	Original	Form	10-K	omitted	Part	III,	Items	10	(
Directors,	Executive	Officers	and	Corporate
Governance
),	11	(
Executive	Compensation
)
,	12	(
Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters
),	13
(
Certain	Relationships	and	Related	Transactions,	and	Director	Independence
)
	and	14	(
Principal	Accountant	Fees	and	Services
)
	in	reliance	on	General
Instruction	G(3)	to	Form	10-K,	which	provides	that	such	information	may	be	either	incorporated	by	reference	from	the	registrant’s	definitive	proxy
statement	or	included	in	an	amendment	to	Form	10-K,	in	either	case	filed	with	the	Securities	and	Exchange	Commission	(the	“SEC”)	not	later	than	120
days	after	the	end	of	the	fiscal	year.
We	currently	expect	that	our	definitive	proxy	statement	for	the	2022	annual	meeting	of	stockholders	will	be	filed	later	than	the	120
th
	day	after	the
end	of	the	last	fiscal	year.	Accordingly,	this	Amendment	No.	1	to	Form	10-K	(this	“Amendment”)	is	being	filed	solely	to:
	
•
amend	Part	III,	Items	10,	11,	12,	13	and	14	of	the	Original	Form	10-K	to	include	the	information	required	by	such	Items;
	
•
delete	t


key: chroma:document
string_value:
•
delete	t
he	reference	on	the	cover	of	the	Original	Form	10-K	to	the	incorporation	by	reference	of	portions	of	our	proxy	statement	into	Part	III
of	the	Original	Form	10-K;	and
	
•
file	new	certifications	of	our	principal	executive	officer	and	principal	financial	officer	as	exhibits	to	this	Amendment	under	Item	15	of	Part
IV	hereof,	pursuant	to	Rule	12b-15	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange	Act”).
This	Amendment	does	not	otherwise	change	or	update	any	of	the	disclosures	set	forth	in	the	Original	Form	10-K	and	does	not	otherwise	reflect	any
events	occurring	after	the	filing	of	the	Original	Form	10-K.


key: chroma:document
string_value:
TESLA,	INC.
AMENDMENT	NO.	1	TO	ANNUAL	REPORT	ON	FORM	10-K/A
FOR	THE	YEAR	ENDED	DECEMBER	31,	2021
INDEX
	
	
	
	
	
Page
E
XPLANATORY	NOTE
.
	
	
	
	
	
	
	
PART	III.
	
	
	
	
	
	
Item	10.
	
Directors,	Executive	Officers	and	Corporate	Governance
	
1
Item	11.
	
Executive	Compensation
	
5
Item	12.
	
Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters
	
22
Item	13.
	
Certain	Relationships	and	Related	Transactions	and	Director	Independence
	
24
Item	14.
	
Principal	Accountant	Fees	and	Services
	
26
	
	
	
	
PART	IV.
	
	
	
	
	
	
Item	15.
	
Exhibits	and	Financial	Statement	Schedules
	
29
	
	
	
	
	
	
	
	
Signatures
	
53
	
	
	
i


key: chroma:document
string_value:
PART	III
I
TEM	10.
DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE
Board	of	Directors
Background	and	Qualifications
The	names	of	the	members	of	Tesla’s	Board	of	Directors	(the	“Board”),	their	respective	ages,	their	positions	with	Tesla	and	other	biographical
information	as	of	April	28,	2022	are	set	forth	below.	Except	for	Messrs.	Elon	Musk	and	Kimbal	Musk,	who	are	brothers,	there	are	no	other	family
relationships	among	any	of	our	directors	or	executive	officers.
	
Name
	
Age
	
Chair	of	the
Board
	
Audit
Committee
	
Compensation
Committee
	
Nominating
and
Corporate
Governance
Committee
	
Disclosure
Controls
Committee
Elon	Musk
	
50
	
	
	
	
	
	
	
	
	
	
Robyn	Denholm
	
58
	
X
	
X
	
X
	
X
	
X
Ira	Ehrenpreis
	
53
	
	
	
	
	
X
	
X
	
	
Lawrence	J.	Ellison
	
77
	
	
	
	
	
	
	
	
	
	
Hiromichi	Mizuno
	
56
	
	
	
X
	
	
	
	
	
	
James	Murdoch
	
49
	
	
	
X
	
	
	
X
	
X
Kimbal	Musk
	
49
	
	
	
	
	
	
	
	
	
	
Kathleen	Wilson-Thompson
	
54
	
	
	
	
	
X
	
X
	
X
Elon	Musk


key: chroma:document
string_value:
X
	
X
	
X
Elon	Musk
	is	the	Technoking	of	Tesla	and	has	served	as	our	Chief	Executive	Officer	since	October	2008	and	as	a	member	of	the	Board	since
April	2004.	Mr.	Musk	has	also	served	as	Chief	Executive	Officer,	Chief	Technology	Officer	and	Chairman	of	Space	Exploration	Technologies	Corporation,
an	advanced	rocket	and	spacecraft	manufacturing	and	services	company	(“SpaceX”),	since	May	2002,	and	served	as	Chairman	of	the	Board	of	SolarCity
Corporation,	a	solar	installation	company	(“SolarCity”),	from	July	2006	until	its	acquisition	by	us	in	November	2016.	Mr.	Musk	is	also	a	founder	of	The
Boring	Company,	an	infrastructure	company,	and	of	Neuralink	Corp.,	a	company	focused	on	developing	brain-machine	interfaces.	Prior	to	SpaceX,
Mr.	Musk	co-founded	PayPal,	an	electronic	payment	system,	which	was	acquired	by	eBay	in	October	2002,	and	Zip2	Corporation,	a	provider	of	Internet
enterprise	software	and	services,	which	was	acquired	by	Compaq	in	March	1999.	Mr.	Musk	has	also	served	on	the	board	of	directors	of	Endeavor	Group
Holdings,	Inc.	since	April	2021.	Mr.	Musk	holds	a	B.A.	in	Physics	from	the	University	of	Pennsylvania	and	a	B.S.	in	Business	from	the	Wharton	School	of
the	University	of	Pennsylvania.
We	believe	that	Mr.	Musk	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board,	including	the	perspective	and
experience	he	brings	as	our	Chief	Executive	Officer,	one	of	our	founders	and	our	largest	stockholder,	which	brings	historic	knowledge,	operational


key: chroma:document
string_value:
expertise	and	continuity	to	the	Board.
Robyn	Denholm
	has	been	a	member	of	the	Board	since	August	2014	and	its	Chair	since	November	2018.	
Since	January	2021,	Ms.	Denholm	has
been	an	operating	partner	of	Blackbird	Ventures,	a	venture	capital	firm.
	
From	January	2017	through	June	2019,	Ms.	Denholm	was	with	Telstra
Corporation	Limited,	a	telecommunications	company	(“Telstra”),	where	she	served	as	Chief	Financial	Officer	and	Head	of	Strategy	from	October	2018
through	June	2019,	and	Chief	Operations	Officer	from	January	2017	to	October	2018.	
	Prior	to	Telstra,	from	August	2007	to	July	2016,	Ms.	Denholm	was
with	Juniper	Networks,	Inc.,	a	manufacturer	of	networking	equipment,	serving	in	executive	roles	including	Executive	Vice	President,	Chief	Financial
Officer	and	Chief	Operations	Officer.	Prior	to	joining	Juniper	Networks,	Ms.	Denholm	served	in	various	executive	roles	at	Sun	Microsystems,	Inc.	from
January	1996	to	August	2007.	Ms.	Denholm	also	served	at	Toyota	Motor	Corporation	Australia	for	seven	years	and	at	Arthur	Andersen	&	Company	for	five
years	in	various	finance	assignments.	Ms.	Denholm	previously	served	as	a	director	of	ABB	Ltd.	from	2016	to	2017.	Ms.	Denholm	is	a	Fellow	of	the
Institute	of	Chartered	Accountants	of	Australia/New	Zealand,	a	member	of	the	Australian	Institute	of	Company	Directors,	and	holds	a	Bachelor’s	degree
1


key: chroma:document
string_value:
in	Economics	from	the	University	of	Sydney,	and	a	Master’s	degree	in	Commerce	and	a	Doctor	of	Business	Administration	(honoris	causa)	from	the
University	of	New	South	Wales
.
We	believe	that	Ms.	Denholm	possesses	specific	attributes	that	qualify	her	to	serve	as	a	member	of	the	Board	and	as	its	Chair	as	well	as	the	chair
of	each	of	our	Audit	Committee	and	Disclosure	Controls	Committee,	such	as	her	executive	leadership	experience	and	her	financial	and	accounting
expertise	with	international	companies,	including	in	the	technology	and	automotive	industries.
Ira	Ehrenpreis
	has	been	a	member	of	the	Board	since	May	2007.	Mr.	Ehrenpreis	has	been	a	venture	capitalist	since	1996.	He	is	founder	and
managing	member	of	DBL	Partners,	a	leading	impact	investing	venture	capital	firm	formed	in	2015,	and	previously	led	the	Energy	Innovation	practice	at
Technology	Partners.	In	the	venture	capital	industry,	Mr.	Ehrenpreis	has	served	on	the	board,	Executive	Committee,	and	as	Annual	Meeting	Chairman	of
the	National	Venture	Capital	Association	(NVCA).	Mr.	Ehrenpreis	currently	serves	as	the	President	of	the	Western	Association	of	Venture	Capitalists
(WAVC)	and	as	the	Chairman	of	the	VCNetwork,	the	largest	and	most	active	California	venture	capital	organization.	In	the	cleantech	sector,	he	has
served	on	several	industry	boards,	including	the	American	Council	on	Renewable	Energy	and	the	Cleantech	Venture	Network	(Past	Chairman	of	Advisory


key: chroma:document
string_value:
Board),	as	the	Chairman	of	the	Clean-Tech	Investor	Summit	for	nine	years,	and	on	the	Stanford	Precourt	Institute	for	Energy	(PIE)	Advisory	Council.	Mr.
Ehrenpreis	also	serves	as	Chairman	of	the	World	Energy	Innovation	Forum.	Mr.	Ehrenpreis	was	awarded	the	2018	NACD	Directorship	100	for	his
influential	leadership	in	the	boardroom	and	corporate	governance	community.	Mr.	Ehrenpreis	holds	a	B.A.	from	the	University	of	California,	Los	Angeles
and	a	J.D.	and	M.B.A.	from	Stanford	University.
We	believe	that	Mr.	Ehrenpreis	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board	and	to	serve	as	chair	of	each	of
our	Nominating	and	Corporate	Governance	Committee	and	our	Compensation	Committee,	including	his	experience	in	the	cleantech	and	venture	capital
industries.
Lawrence	J.	Ellison
	has	been	a	member	of	the	Board	since	December	2018.	Mr.	Ellison	is	the	founder	of	Oracle	Corporation,	a	software	and
technology	company,	has	served	as	its	Chief	Technical	Officer	since	September	2014	and	previously	served	as	its	Chief	Executive	Officer	from	June	1977
to	September	2014.	Mr.	Ellison	has	also	served	on	Oracle’s	board	of	directors	since	June	1977,	including	as	its	Chairman	since	September	2014	and
previously	from	May	1995	to	January	2004.
We	believe	that	Mr.	Ellison	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board,	including	his	long-term	leadership	of
one	of	the	most	successful	technology	companies	in	the	world	and	experience	with	technology	product	development	and	strategy.


key: chroma:document
string_value:
Hiromichi	Mizuno
	has	been	a	member	of	the	Board	since	April	2020.	Since	January	2021,	Mr.	Mizuno	has	served	as	the	United	Nations	Special
Envoy	on	Innovative	Finance	and	Sustainable	Investments.	Mr.	Mizuno	has	also	served	as	the	representative	partner	and	Chief	Executive	Officer	of	Good
Steward	Partners,	LLC,	a	consulting	firm,	since	March	2021.	From	January	2015	to	March	2020,	Mr.	Mizuno	was	Executive	Managing	Director	and	Chief
Investment	Officer	of	Japan’s	Government	Pension	Investment	Fund,	the	largest	pension	fund	in	the	world.	Previously,	Mr.	Mizuno	was	a	partner	at	Coller
Capital,	a	private	equity	firm,	from	2003.	In	addition	to	being	a	career-long	finance	and	investment	professional,	Mr.	Mizuno	has	served	as	a	board
member	of	numerous	business,	government	and	other	organizations,	currently	including	the	Mission	Committee	of	Danone	S.A.,	a	global	food	products
company,	and	the	World	Economic	Forum’s	Global	Future	Council.	Mr.	Mizuno	is	also	involved	in	academia	and	thought	leadership,	having	been	named
to	leadership	or	advisory	roles	at	Harvard	University,	University	of	Cambridge,	Northwestern	University	and	the	Milken	Institute.	Mr.	Mizuno	holds	a	B.A.
in	Law	from	Osaka	City	University	and	an	M.B.A.	from	the	Kellogg	Graduate	School	of	Management	at	Northwestern	University.
We	believe	that	Mr.	Mizuno	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board,	including	his	deep	understanding	of
international	economics,	financial	markets	and	government	policies.
James	Murdoch


key: chroma:document
string_value:
James	Murdoch
	has	been	a	member	of	the	Board	since	July	2017.	Mr.	Murdoch	has	been	the	Chief	Executive	Officer	of	Lupa	Systems,	a	private
investment	company	that	he	founded,	since	March	2019.	Previously,	Mr.	Murdoch	held	a	number	of	leadership	roles	at	Twenty-First	Century	Fox,	Inc.,	a
media	company	(“21CF”),	over	two
2


key: chroma:document
string_value:
decades,	including	its	Chief	Executive	Officer	from	2015	to	March	2019,	its	Co-Chief	Operating	Officer	from	2014	to	2015,	its	Deputy	Chief	Operating
Officer	and	Chairman	and	Chief	Executive	Officer,	International	from	2011	to	2014	and	its	Chairman	and	Chief	Executive,	Europe	and	Asia	from	2007	to
2011.	Previously,	he	served	as	the	Chief	Executive	Officer	of	Sky	plc	from	2003	to	2007,	and	as	the	Chairman	and	Chief	Executive	Officer	of	STAR	Group
Limited,	a	subsidiary	of	21CF,	from	2000	to	2003.	
Mr.	Murdoch	also	formerly	served	on	the	boards	of	News	Corporation	from	2013	to	2020,	of	21CF	from
20
0
7	to	2019	and	of	Sky	plc	from	20
03
	to	2018.
We	believe	that	Mr.	Murdoch	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board,	including	his	lengthy	executive	and
board	experience	across	numerous	companies,	extensive	knowledge	of	international	markets	and	strategies	and	experience	with	the	adoption	of	new
technologies.
Kimbal	Musk
	has	been	a	member	of	the	Board	since	April	2004.	Mr.	Musk	is	co-founder	and	Executive	Chairman	of	The	Kitchen	Restaurant
Group,	a	growing	family	of	businesses	with	the	goal	of	providing	all	Americans	with	access	to	real	food	that	was	founded	in	2004.	In	2010,	Mr.	Musk
became	the	Executive	Director	of	Big	Green	(formerly	The	Kitchen	Community),	a	non-profit	organization	that	creates	learning	gardens	in	schools	across


key: chroma:document
string_value:
the	United	States.	Mr.	Musk	also	co-founded	Square	Roots,	an	urban	farming	incubator	program,	in	2016,	and	serves	as	its	Chairman.	Previously,	Mr.
Musk	was	a	co-founder	of	Zip2	Corporation,	a	provider	of	enterprise	software	and	services,	which	was	acquired	by	Compaq	in	March	1999.	Mr.	Musk	was
a	director	of	SpaceX	from	2002	until	January	2022,	and	a	director	of	Chipotle	Mexican	Grill,	Inc.	from	2013	to	2019.	Mr.	Musk	holds	a	B.	Comm.	in
Business	from	Queen’s	University	and	is	a	graduate	of	The	French	Culinary	Institute	in	New	York	City.
We	believe	that	Mr.	Musk	possesses	specific	attributes	that	qualify	him	to	serve	as	a	member	of	the	Board,	including	his	business	experience	in
retail	and	consumer	markets,	his	experience	on	the	Board	and	his	experience	with	technology	companies.
Kathleen	Wilson-Thompson
	has	been	a	member	of	the	Board	since	December	2018.	Ms.	Wilson-Thompson	served	as	Executive	Vice	President
and	Global	Chief	Human	Resources	Officer	of	Walgreens	Boots	Alliance,	Inc.,	a	global	pharmacy	and	wellbeing	company,	from	December	2014	until	her
retirement	in	January	2021,	and	previously	served	as	Senior	Vice	President	and	Chief	Human	Resources	Officer	from	January	2010	to	December	2014.
Prior	to	Walgreens,	Ms.	Wilson-Thompson	held	various	legal	and	operational	roles	at	The	Kellogg	Company,	a	food	manufacturing	company,	from	July
2005	to	December	2009,	including	most	recently	as	its	Senior	Vice	President,	Global	Human	Resources.


key: chroma:document
string_value:
Ms.	Wilson-Thompson	has	served	on	the	board	of
directors	of	Wolverine	World	Wide,	Inc.	since	May	2021	and	McKesson	Corporation	since	January	2022.	She	previously	served	on	the	board	of	directors	of
Ashland	Global	Holdings	Inc.	from	2017	to	2020	and	on	the	board	of	directors	of	Vulcan	Materials	Company	from	2009	to	2018.	Ms.	Wilson-Thompson
holds	an	A.B.	in	English	Literature	from	the	University	of	Michigan	and	a	J.D.	and	L.L.M.	(Corporate	and	Finance	Law)	from	Wayne	State	University
.
We	believe	that	Ms.	Wilson-Thompson	possesses	specific	attributes	that	qualify	her	to	serve	as	a	member	of	the	Board,	including	her	executive
and	board	experience	with	both	consumer-focused	and	industrial	companies,	as	well	as	her	expertise	in	managing	human	resources	and	other	operations
at	mature	companies	with	large	workforces.
Additional	Board	Information
On	October	16,	2018,	the	U.S.	District	Court	for	the	Southern	District	of	New	York	entered	a	final	judgment	approving	the	terms	of	a	settlement
filed	with	the	court	on	September	29,	2018,	in	connection	with	the	actions	taken	by	the	SEC	relating	to	Elon	Musk’s	August	7,	2018	Twitter	post	that	he
was	considering	taking	Tesla	private.	On	April	26,	2019,	this	settlement	was	amended	to	clarify	certain	of	its	terms,	which	was	subsequently	approved	by
the	Court.	Mr.	Musk	did	not	admit	or	deny	any	of	the	SEC’s	allegations,	and	there	is	no	restriction	on	Mr.	Musk’s	ability	to	serve	as	an	officer	or	director
on	the	Board	(other	than	as	its	Chair	for	a	specified	time).
Audit	Committee


key: chroma:document
string_value:
Audit	Committee
The	Board	has	four	standing	committees	comprised	solely	of	independent	directors—the	Audit	Committee,	the	Compensation	Committee,	the
Nominating	and	Corporate	Governance	Committee	and	the	Disclosure	Controls	Committee.	The	Audit	Committee,	which	has	been	established	in
accordance	with	Section	3(a)(58)	of	the	Exchange	Act,	currently	consists	of	Robyn	Denholm,	Hiromichi	Mizuno	and	James	Murdoch,	each	of	whom	is
“independent”	as	such	term	is	defined	for	audit	committee	members	by	the	listing	standards	of	The	NASDAQ	Stock	Market	LLC
3


key: chroma:document
string_value:
(“NASDAQ”).	Ms
.	Denholm	is	the	chair	of	the	Audit	Committee.	The	Board	has	determined	that	Ms.	Denholm	is	an	“audit	committee	financial	expert”	as
defined	in	the	rules	of	the	SEC.
Executive	Officers
The	names	of	Tesla’s	executive	officers,	their	ages,	their	positions	with	Tesla	and	other	biographical	information	as	of	April	28,	2022,	are	set	forth
below.	Except	for	Messrs.	Elon	Musk	and	Kimbal	Musk,	who	are	brothers,	there	are	no	other	family	relationships	among	any	of	our	directors	or	executive
officers.
	
Name
	
Age
	
Position
Elon	Musk
	
50
	
Technoking	of	Tesla	and	Chief	Executive	Officer
Zachary	Kirkhorn
	
37
	
Master	of	Coin	and	Chief	Financial	Officer
Andrew	Baglino
	
41
	
Senior	Vice	President,	Powertrain	and	Energy
Engineering
Elon	Musk.
	
For	a	brief	biography	of	Mr.	Musk,	see	“Board	of	Directors—Background	and	Qualifications”	under	this	Item	10	above.
Zachary	Kirkhorn
	is	our	Master	of	Coin	and	has	served	as	our	Chief	Financial	Officer	since	March	2019.	Previously,	Mr.	Kirkhorn	served	in
various	finance	positions	continuously	since	joining	Tesla	in	March	2010,	other	than	between	August	2011	and	June	2013	during	which	he	attended
business	school,	including	most	recently	as	Vice	President,	Finance,	Financial	Planning	and	Business	Operations	from	December	2018	to	March	2019.	Mr.
Kirkhorn	holds	dual	B.S.E.	degrees	in	Economics	and	Mechanical	Engineering	and	Applied	Mechanics	from	the	University	of	Pennsylvania	and	an	M.B.A.
from	Harvard	University.


key: chroma:document
string_value:
from	Harvard	University.
Andrew	Baglino
	has	served	as	our	Senior	Vice	President,	Powertrain	and	Energy	Engineering	since	October	2019.	Previously,	Mr.	Baglino
served	in	various	engineering	positions	continuously	since	joining	Tesla	in	March	2006.	Mr.	Baglino	holds	a	B.S.	in	Electrical	Engineering	from	Stanford
University.
Delinquent	Section	16(a)	Reports
Under	Section	16	of	the	Exchange	Act,	Tesla’s	directors,	executive	officers	and	any	persons	holding	more	than	10%	of	the	Tesla’s	common	stock
are	required	to	report	initial	ownership	of	the	Tesla	common	stock	and	any	subsequent	changes	in	ownership	to	the	SEC.	Specific	due	dates	have	been
established	by	the	SEC,	and	Tesla	is	required	to	disclose	in	this	Amendment	any	failure	to	file	required	ownership	reports	by	these	dates.	Based	solely
upon	a	review	of	forms	filed	with	the	SEC	and	the	written	representations	of	such	persons,	Tesla	is	aware	of	no	late	Section	16(a)	filings	other	than	one
late	Form	4	report	filed	by	Jerome	Guillen,	who	departed	Tesla	in	2021,	reporting	sales	pursuant	to	a	10b5-1	trading	plan,	due	to	an	administrative	delay
by	Tesla.
Code	of	Business	Ethics	and	Corporate	Governance	Guidelines
The	Board	sets	high	standards	for	Tesla’s	workforce,	officers	and	directors.	Tesla	is	committed	to	establishing	an	operating	framework	that
exercises	appropriate	oversight	of	responsibilities	at	all	levels	throughout	the	Company	and	managing	its	affairs	in	a	manner	consistent	with	rigorous


key: chroma:document
string_value:
principles	of	business	ethics.	Accordingly,	Tesla	has	adopted	a	Code	of	Business	Ethics,	which	it	recently	updated	in	December	2021,	which	is	applicable
to	Tesla	and	its	subsidiaries’	directors,	officers	and	personnel.	Tesla	has	also	adopted	Corporate	Governance	Guidelines,	which,	in	conjunction	with	our
certificate	of	incorporation,	bylaws	and	charters	of	the	standing	committees	of	the	Board,	form	the	framework	for	Tesla’s	corporate	governance.	The	Code
of	Business	Ethics	and	the	Corporate	Governance	Guidelines	are	each	available	on	Tesla’s	website	at:	
http://ir.tesla.com/corporate
.	Tesla	will	disclose	on
its	website	any	amendment	to	the	Code	of	Business	Ethics,	as	well	as	any	waivers	of	the	Code	of	Business	Ethics,	that	are	required	to	be	disclosed	by	the
rules	of	the	SEC	or	NASDAQ.
4


key: chroma:document
string_value:
I
TEM	11.
EXECUTIVE	COMPENSATION
Compensation	Discussion	and	Analysis
The	following	discussion	and	analysis	of	compensation	arrangements	of	our	named	executive	officers	for	2021	should	be	read	together	with	the
compensation	tables	and	related	disclosures	set	forth	below.	This	discussion	contains	forward-looking	statements	that	are	based	on	our	current
considerations,	expectations	and	determinations	regarding	future	compensation	programs.	The	actual	amount	and	form	of	compensation	and	the
compensation	programs	that	we	adopt	may	differ	materially	from	current	or	planned	programs	as	summarized	in	this	discussion.
The	following	discussion	and	analysis	relates	to	the	compensation	arrangements	for	2021	of	(i)	our	principal	executive	officer,	(ii)	our	principal
financial	officer,	(iii)	the	most	highly	compensated	person,	other	than	our	principal	executive	officer	and	principal	financial	officer,	who	was	serving	as
executive	officer	at	the	end	of	our	fiscal	year	ended	December	31,	2021	and	(iv)	
our	former	president	of	Tesla	Heavy	Trucking,	who	served	in	such
capacity	during	part	of	2021
	(our	“named	executive	officers”).	We	had	no	other	executive	officers	serving	at	the	end	of	our	fiscal	year	ended	December
31,	2021.	Our	named	executive	officers	for	fiscal	year	2021	were:
	
	
	
Name
	
Position
Elon	Musk
	
Technoking	of	Tesla	and	Chief	Executive	Officer
Zachary	Kirkhorn
	
Master	of	Coin	and	Chief	Financial	Officer
Andrew	Baglino
	
Senior	Vice	President,	Powertrain	and	Energy
Engineering
Jerome	Guillen
	
Former	President,	Tesla	Heavy	Trucking


key: chroma:document
string_value:
Mr.	Guillen	departed	Tesla	in	June	2021.
	
Compensation	Philosophy
Our	mission	is	to	accelerate	the	world’s	transition	to	sustainable	energy.	This	is	a	long-term	mission,	and	our	compensation	programs	reflect	this
—and	our	startup	origins—in	that	they	consist	primarily	of	salary	or	wages	and	equity	awards.	Whereas	salary	or	wages	are	intended	to	meet	our
employees’	near-term	liquidity	needs,	we	believe	that	equity	awards	are	an	effective	tool	for	retaining	employees	long-term,	as	they	vest	incrementally
over	a	period	of	time	or	upon	the	achievement	of	specified	performance	milestones	intended	to	be	achieved	over	the	medium-	and	long-term.	Moreover,
the	closing	prices	of	our	common	stock	on	the	first	trading	day	of	each	of	2020,	2021	and	2022	were	$86.05,	$729.77	and	$1,199.78,	respectively	(as
adjusted	for	the	
five-for-one	stock	split	effected	in	the	form	of	a	stock	dividend	in	August	2020,	or	the	“Stock	Split”
).	During	periods	in	which	our	stock
price	and	the	underlying	value	of	equity	awards	increase,	their	retention	impact	is	even	greater.	We	believe	that	the	potential	for	such	increases	also
creates	an	ownership	culture	that	promotes	holding	equity,	which	in	turn	aligns	the	interests	of	our	employees	with	the	long-term	interests	of	our
stockholders.	For	these	reasons,	our	goal	is	to	provide	each	employee	with	the	opportunity	to	participate	in	our	equity	programs,	with	certain	limited
cash-based	bonus	programs	serving	generally	to	accommodate	specific	incentive	structures	or	liquidity	needs.	Combining	salary	or	wages	and	our	equity


key: chroma:document
string_value:
award	program,	we	strive	to	offer	a	total	level	of	compensation	that	is	competitive	within	specific	roles	and	geographical	markets.
In	particular,	we	believe	that	compensation	for	the	individuals	who	are	responsible	for	Tesla’s	strategic	direction	and	operations	should	motivate
them	to	achieve	sustainable	stockholder	value	and/or	tangible	milestones	rather	than	to	simply	remain	at	Tesla	or	maintain	the	status	quo.	Therefore,
while	we	offer	to	our	general	employee	population	restricted	stock	units	that	will	retain	some	value	even	if	the	market	value	of	our	stock	decreases,	we
are	increasingly	emphasizing	for	our	executive	officers	the	grant	of	stock	option	awards,	which	have	zero	initial	value	and	accumulate	value,	if	at	all,	only
to	the	extent	that	our	stock	price	increases	following	their	grant,	through	the	applicable	vesting	dates	and	until	such	stock	options	are	ultimately
exercised	and	the	underlying	shares	are	sold.	In	addition,	because	equity	awards	comprise	a	greater	proportion	of	our	executive	officers’	total	level	of
compensation	compared	to	comparable	roles	at	peer	companies,	a	sustained	decrease	in	our	stock	price	or	failure	to	achieve	the	applicable	operational
milestones	may	result	in	a	level	of	total	compensation	that	is	significantly	less	than	that	of	such	peer	roles.	Likewise,	our	outside	director	compensation
program	has	been	comprised	primarily	of	equity
5


key: chroma:document
string_value:
awards	that	are	entirely	in	the	form	of	stock	option	awards,	as	well	as	relatively	modest	cash	retainer	payments	that	may	be	waived	at	the	election	of
each	director.
We	evaluate	our	compensation	philosophy	and	programs	regularly	and	evolve	them	as	circumstances	merit	with	oversight	by	the	Compensation
Committee,	particularly	with	respect	to	executive	and	director	compensation.	For	example,	if	our	stock	price	experiences	significant	movement	over	a
short	period	of	time	that	results	in	a	persistent	change	to	equity	compensation,	certain	adjustments	may	be	considered	to	align	our	compensation
programs	to	their	intended	purposes
.
Key	Factors	in	Determining	Executive	Compensation
Role	of	Compensation	Committee	in	Executive	Compensation
The	Compensation	Committee	has	overall	responsibility	for	recommending	to	the	Board	the	compensation	of	our	Chief	Executive	Officer	and
reviewing	and	determining	the	compensation	of	our	other	executive	officers.	Members	of	the	Compensation	Committee	are	appointed	by	the	Board.
Currently,	the	Compensation	Committee	consists	of	three	members	of	the	Board:	Ira	Ehrenpreis	(Chair),	Robyn	Denholm	and	Kathleen	Wilson-Thompson,
none	of	whom	is	an	executive	officer	of	Tesla,	and	each	of	whom	qualifies	
as	(i)	an	“independent	director”	under	the	NASDAQ	Stock	Market	Rules	and
(ii)	an	“outside	director”	under	Section	162(m)	of	the	Internal	Revenue	Code	(the	“Code”)
.
Role	of	Compensation	Consultants
The	Compensation	Committee	has	the	authority	to	engage	and	has	from	time	to	time	engaged	the	services	of	outside	consultants	to	assist	in


key: chroma:document
string_value:
making	decisions	regarding	the	establishment	of	Tesla’s	compensation	philosophy	and	programs,	including	for	executives	and	directors.	For	example,
Compensia,	Inc.,	a	national	compensation	consulting	firm	(“Compensia”),	was	retained	as	compensation	consultant	in	2020	and	2021	to	advise	the
Compensation	Committee	with	respect	to	Tesla’s	compensation	program	for	its	non-employee	directors.	Compensia	advised	the	Compensation	Committee
on	the	design	of	the	Board’s	equity	award	program	for	the	future	period	until	the	Compensation	Committee’s	and	Board’s	next	review	of	the	program,
including	a	consideration	of	Tesla’s	exceptional	performance	and	commitment	to	at-risk	director	compensation	in	the	form	of	annual	stock	option	awards
to	ensure	continued	alignment	of	the	interests	of	directors	with	those	of	Tesla’s	stockholders.	See	“
Executive	Compensation—Compensation	of	Directors
—Non-Employee	Director	Compensation	Arrangements
”	below	for	more	detail	regarding	the	review	of	Board	compensation	during	2020	and	2021.
Role	of	Executive	Officers	in	Compensation	Decisions
Historically,	for	executive	officers	other	than	our	Chief	Executive	Officer,	the	Compensation	Committee	has	sought	and	considered	input	from	our
Chief	Executive	Officer	regarding	such	executive	officers’	responsibilities,	performance	and	compensation.	Specifically,	our	Chief	Executive	Officer
recommends	base	salary	increases	and	equity	award	levels	for	our	senior	personnel,	and	advises	the	Compensation	Committee	regarding	the
compensation	program’s	ability	to	attract,	retain	and	motivate	executive	talent.	These	recommendations	reflect	compensation	levels	that	our	Chief


key: chroma:document
string_value:
Executive	Officer	believes	are	qualitatively	commensurate	with	an	executive	officer’s	individual	qualifications,	experience,	responsibility	level,	functional
role,	knowledge,	skills	and	individual	performance,	as	well	as	Tesla’s	performance.	The	Compensation	Committee	considers	our	Chief	Executive	Officer’s
recommendations,	but	ultimately	determines	compensation	in	its	judgment,	and	approves	the	specific	compensation	for	all	of	our	executive	officers	(other
than	for	our	Chief	Executive	Officer,	which	is	approved	by	the	Board).	All	such	compensation	determinations	by	our	Compensation	Committee	are	largely
discretionary.
The	Compensation	Committee	meets	regularly	in	executive	session.	Our	Chief	Executive	Officer	is	not	present	during	Compensation	Committee
deliberations	or	votes	on	his	compensation	and	also	recuses	himself	from	sessions	of	the	Board	where	the	Board	acts	on	the	Compensation	Committee’s
recommendations	regarding	his	compensation.	In	addition,	the	Board	has	established	a	management	committee	under	the	Tesla,	Inc.	2019	Equity
Incentive	Plan	(the	“Equity	Award	Committee”)	to	grant	and	administer	equity	awards,	subject	to	certain	maximum	limits	on	the	seniority	of	personnel	to
whom	the	Equity	Award	Committee	may	grant	awards	and	the	value	of	any	individual	award.	For	example,	the	Equity	Award	Committee	is	not	authorized
to	grant	awards	to	executive	officer-level	employees.	Moreover,	pursuant	to	applicable	law,	the	Equity	Award	Committee	may	not	grant	awards	to	its
members,	and	the	number	of	shares	of	our	common	stock	underlying	awards	granted	by	it	may	not	exceed	amounts	determined	by	the	Board	from	time	to


key: chroma:document
string_value:
time.	The	Board	has	delegated	to	the	Compensation	Committee	oversight	authority	over	the	Equity	Award	Committee.
6


key: chroma:document
string_value:
Role	of	Stockholder	Say-on-Pay	Votes
At	the	2011	annual	meeting	of	our	stockholders	and	at	each	annual	meeting	held	every	three	years	since,	including	most	recently	in	2020,	we
held	triennial	stockholder	advisory	“say-on-pay”	votes	on	the	compensation	of	our	named	executive	officers	for	the	immediately	preceding	fiscal	years.
Each	time,	our	stockholders	overwhelmingly	approved	the	compensation	of	our	named	executive	officers,	with	over	83%	of	our	stockholders	present	and
entitled	to	vote	at	each	meeting	voting	in	favor	of	our	compensation	policies	for	our	named	executive	officers.	Given	these	results,	and	following
consideration	of	them,	the	Compensation	Committee	has	decided	to	retain	our	overall	approach	to	executive	compensation	while	continuing	to	evaluate
our	practices	frequently,	including	in	response	to	future	say-on-pay	votes.	Moreover,	we	are	required	to	hold	a	vote	at	least	every	six	years	regarding	how
often	to	hold	a	stockholder	advisory	vote	on	the	compensation	of	our	named	executive	officers.	We	held	our	most	recent	such	vote	at	the	2017	annual
meeting	of	stockholders,	at	which	our	stockholders	indicated	a	preference	for	a	triennial	vote.	Consequently,	the	Board	determined	that	we	will	hold	a
triennial	stockholder	advisory	vote	on	the	compensation	of	our	named	executive	officers	until	they	consider	the	results	of	our	next	say-on-pay	frequency
vote,	which	will	be	held	at	the	2023	annual	meeting	of	stockholders.
Clawback	Policy
Our	Corporate	Governance	Guidelines	sets	forth	a	compensation	recovery	(“clawback”)	policy	with	respect	to	any	annual	incentive	payment	or


key: chroma:document
string_value:
long-term	incentive	payment	that	may	be	received	by	an	executive	officer,	where	such	payment	would	be	predicated	upon	achieving	certain	financial
results	that	were	subsequently	the	subject	of	a	restatement	of	our	financial	statements,	and	a	lower	payment	would	have	been	made	to	the	executive
based	upon	the	restated	financial	results.	In	such	case,	the	Board	has	the	authority	to	seek	to	recover	from	the	executive	officer	the	amount	by	which
such	officer’s	incentive	payments	for	the	relevant	period	exceeded	the	lower	payment	that	would	have	been	made	based	on	the	restated	financial	results.
Moreover,	the	terms	of	the	performance-based	stock	option	award	granted	to	Elon	Musk	in	January	2018	(the	“2018	CEO	Performance	Award”)
include	a	clawback	provision	in	the	event	of	a	restatement	of	our	financial	statements	previously	filed	with	the	SEC.	See	“
Compensation	Discussion	and
Analysis—Chief	Executive	Officer	Compensation—2018	CEO	Performance	Award
”	under	this	Item	11	below.
Current	Elements	of	Named	Executive	Officer	Compensation
Overview	and	Fiscal	Year	2021	Company	Highlights
Our	current	executive	compensation	program,	which	was	developed	and	approved	by	the	Compensation	Committee,	generally	consists	of	base
salary	and	equity-based	incentives,	as	well	as	other	benefits	generally	available	to	employees.	We	combine	these	elements	in	order	to	formulate
compensation	packages	with	the	goal	of	providing,	on	a	total	basis,	competitive	pay	and	align	the	interests	of	our	named	executive	officers	with	long-term
stockholder	interests	by	tying	the	value	of	their	compensation	to	our	long-term	stock	price	and/or	the	achievement	of	financial,	operational	and	strategic


key: chroma:document
string_value:
objectives.	In	2021,	Tesla’s	full-year	accomplishments	under	our	executive	leadership	included	the	following:
	
•
Total	revenues	of	$53.82	billion,	representing	an	increase	of	$22.28	billion,	or	70.64%	compared	to	the	prior	year;
	
•
Net	income	attributable	to	common	stockholders	of	$5.52	billion	and	an	operating	margin	of	12.1%,	representing	favorable	changes	of
$4.80	billion	and	5.8%,	respectively,	compared	to	the	prior	year;
	
•
Annual	vehicle	delivery	and	production	records	of	936,222	and	
930,422
	total	vehicles,	representing	an	increase	of	87.38%	and	82.53%,
respectively,	compared	to	the	prior	year;
	
•
3.99	gigawatt	hours	of	energy	storage	and	345	megawatts	of	solar	energy	systems	deployed;	and
	
•
Ongoing	progress	in	the	global	growth	of	our	manufacturing	capabilities,	including	the	commencement	of	builds	of	the	Model	Y	in
Gigafactory	Texas	and	equipment	testing	through	the	vehicle	production	process	in	Gigafactory	Berlin.
7


key: chroma:document
string_value:
Base	Salary
The	Compensation	Committee	is	responsible	for	reviewing	our	Chief	Executive	Officer’s	and	other	executive	officers’	base	salaries.	The	base
salaries	of	all	executive	officers	are	reviewed	and	adjusted	when	necessary	to	reflect	individual	roles,	performance	and	the	competitive	market.	Because
we	currently	do	not	provide	cash	bonuses	to	our	executive	officers,	salary	is	the	primary	cash-based	element	of	our	executive	officers’	compensation
structure.
The	following	table	sets	forth	information	regarding	the	annualized	base	salary	rates	at	the	end	of	2021	for	our	named	executive	officers:
	
	
	
	
Name
	
Ending	Fiscal	2021
Base	Salary($)(1)
	
Elon	Musk
	
—
(2)
Zachary	Kirkhorn
	
300,000
	
Andrew	Baglino
	
300,000
	
Jerome	Guillen
	
—
(3)
	
(1)
Reflects	an	annualized	rate	assuming	52	weeks	each	comprised	of	five	work	days.
(2)
Mr.	Musk	historically	earned	a	base	salary	that	reflected	the	applicable	minimum	wage	requirements	under	California	law,	and	he	was	subject	to
income	taxes	based	on	such	base	salary.	However,	he	has	never	accepted	his	salary.	Commencing	in	May	2019	at	Mr.	Musk’s	request,	we
eliminated	altogether	the	earning	and	accrual	of	this	base	salary.
(3)
Mr.	Guillen	departed	Tesla	in	June	2021.
Equity-Based	Incentives
Our	equity	award	program	is	the	primary	vehicle	for	offering	long-term	incentives	to	our	named	executive	officers.	The	equity	awards	we	have


key: chroma:document
string_value:
historically	granted	and	currently	grant	are	options	to	purchase	shares	of	our	common	stock	and	restricted	stock	unit	awards	that	are	settled	in	shares	of
our	common	stock	upon	vesting,	and	we	have	granted	to	our	named	executive	officers	both	awards	that	vest	over	a	long-term	period	and	awards	that	vest
only	upon	the	achievement	of	specified	Tesla	performance	milestones,	in	each	case	subject	to	continued	service.	We	are	increasingly	emphasizing	for	our
named	executive	officers	the	grant	of	stock	option	awards,	which	have	value	only	to	the	extent,	if	any,	that	our	stock	price	increases	following	their	grant.
	Accordingly,	all	equity	awards	granted	to	our	executive	officers	in	2020	(the	last	year	awards	were	granted	to	our	executive	officers)	were	in	the	form	of
stock	option	awards.	As	a	result,	a	significant	portion	of	our	named	executive	officers’	total	compensation	is	entirely	at	risk,	depending	on	long-term	stock
price	performance
While	we	strive	to	offer	a	total	level	of	compensation	that	is	competitive	within	specific	roles	and	geographical	markets,	we	do	not	have	an
inflexible	set	of	criteria	for	granting	equity	awards;	instead,	the	Compensation	Committee	exercises	its	judgment	and	discretion,	in	consultation	with	our
Chief	Executive	Officer	and	from	time	to	time,	a	compensation	consultant.	The	Compensation	Committee	considers,	among	other	things,	the	role	and
responsibility	of	the	named	executive	officer,	competitive	market	factors,	the	amount	of	stock-based	equity	compensation	already	held	by	the	named
executive	officer,	the	impact	of	any	dramatic	changes	in	our	stock	price	over	a	short	period	of	time	and	the	cash-based	compensation	received	by	the


key: chroma:document
string_value:
named	executive	officer,	to	determine	the	level	and	types	of	equity	awards	that	it	approves.	We	generally	grant	one-time	new	hire	equity	awards	to	our
employees,	including	executives,	upon	their	commencement	of	employment	with	us,	or	upon	their	promotion	to	new	positions.	Additionally,	as	part	of	our
ongoing	executive	compensation	review	and	alignment	process,	we	periodically	grant	additional	equity	awards	to	our	executives.	See	“
Grants	of	Plan-
Based	Awards	in	2021
”	under	this	Item	11	below.
The	Compensation	Committee	meets	periodically,	including	to	approve	equity	award	grants	to	our	executives	from	time	to	time.	We	do	not	have,
nor	do	we	plan	to	establish,	any	program,	plan	or	practice	to	time	equity	award	grants	in	coordination	with	releasing	material	non-public	information.
Severance	and	Change	in	Control	Benefits
No	named	executive	officer	has	a	severance	or	change	in	control	arrangement	with	Tesla,	other	than	the	vesting	of	the	2018	CEO	Performance
Award	based	solely	upon	the	achievement	of	market	capitalization	milestones	as	measured	at	the	time	of	a	change	in	control	of	Tesla.	See	“
Compensation
Discussion	and	Analysis—Chief
8


key: chroma:document
string_value:
Executive	Officer	Compensation—2018	CEO	Performance	Award
”	
and	
“
Potential	Payments	Upon	Termination	or	Change	in	Control
”	
under	this	Item	11
below.
Bonus
We	do	not	currently	have	or	have	planned,	and	historically	we	have	rarely	entered	into,	any	specific	arrangements	with	our	named	executive
officers	providing	for	cash-based	bonus	awards.
Non-Equity	Incentive	Plan	Compensation
We	did	not	provide	any	non-equity	incentive	plan	compensation	to	any	of	our	named	executive	officers	in	2021,	and	we	do	not	currently	have	or
have	planned	any	specific	arrangements	with	our	named	executive	officers	providing	for	non-equity	incentive	plan	compensation.
Perquisites
Generally,	we	do	not	provide	any	perquisites	or	other	personal	benefits	to	our	named	executive	officers.
Health	and	Welfare	Benefits
We	provide	the	following	benefits	to	our	named	executive	officers	on	the	same	basis	provided	to	all	of	our	employees:
	
•
medical	insurance	including	comprehensive	transgender	and	fertility	coverage,	mental	health,	dental	and	vision;
	
•
adoption	and	surrogacy	benefits;
	
•
confidential	Employee	Assistance	Program	counseling;
	
•
life	insurance	and	accidental	death	and	dismemberment	insurance;
	
•
a	Section	401(k)	plan	where,	beginning	in	2022,	Tesla	will	provide	a	company	match	equal	to	50%	of	the	employee’s	contribution,	up	to	a
maximum	of	3%	of	the	employee’s	eligible	compensation	with	a	$3,000	annual	cap;
	
•
an	employee	stock	purchase	plan;
	
•
short-and	long-term	disability	insurance;
	
•
medical	and	dependent	care	flexible	spending	account;	and


key: chroma:document
string_value:
•
medical	and	dependent	care	flexible	spending	account;	and
	
•
a	health	savings	account.
Chief	Executive	Officer	Compensation
Overview
Historically,	in	developing	compensation	recommendations	for	our	Chief	Executive	Officer,	the	Compensation	Committee	has	sought	both	to
appropriately	reward	our	Chief	Executive	Officer’s	previous	and	current	contributions	and	to	create	incentives	for	our	Chief	Executive	Officer	to	continue
to	contribute	significantly	to	successful	results	in	the	future.	Each	of	the	2018	CEO	Performance	Award	and	the	performance-based	stock	option	award
granted	to	our	Chief	Executive	Officer	in	August	2012	(the	“2012	CEO	Performance	Award”)	is	focused	on	this	latter	objective,	as	it	solely	rewards	future
performance.
In	addition	to	serving	as	our	Chief	Executive	Officer	since	October	2008,	Elon	Musk	has	contributed	significantly	and	actively	to	us	since	our
earliest	days	in	April	2004	by	recruiting	executives	and	engineers,	contributing	to	vehicle	engineering	and	design,	raising	capital	for	us	and	bringing
investors	to	us	and	raising	public	awareness	of	Tesla.
Cash	Compensation
Mr.	Musk	historically	earned	a	base	salary	that	reflected	the	applicable	minimum	wage	requirements	under	California	law,	and	he	was	subject	to
income	taxes	based	on	such	base	salary.	However,	he	has	never	accepted	his	salary.	Commencing	in	May	2019	at	Mr.	Musk’s	request,	we	eliminated
altogether	the	earning	and	accrual	of	this	base	salary.
9


key: chroma:document
string_value:
Historical	Equity	Compensation
Prior	to	the	stock	option	awards	made	in	December	2009,	Mr.	Musk	did	not	receive	any	equity	compensation	for	his	services	for	a	period	of	five
years.
In	2010	and	2011,	Mr.	Musk	did	not	receive	any	equity	grants,	because	the	Compensation	Committee	believed	his	grants	made	in	December	2009
already	provided	sufficient	motivation	for	Mr.	Musk	to	perform	his	duties	as	Chief	Executive	Officer.
In	August	2012,	to	create	incentives	for	continued	long-term	success	from	the	then-recently	launched	Model	S	program	as	well	as	from	Tesla’s
then-planned	Model	X	and	Model	3	programs,	and	to	further	align	executive	compensation	with	increases	in	stockholder	value,	the	Board	granted	to	Mr.
Musk	the	2012	CEO	Performance	Award,	comprised	of	a	stock	option	award	to	purchase	26,374,505	shares	(as	adjusted	for	the	
Stock	Split
)	of	Tesla’s
common	stock,	representing	5%	of	Tesla’s	total	issued	and	outstanding	shares	at	the	time	of	grant
.	The	2012	CEO	Performance	Award	consists	of	10
equal	vesting	tranches,	each	requiring	that	Tesla	meet	a	combination	of	(i)	the	achievement	of	a	specified	operational	milestone	relating	to	development
of	Model	X	or	Model	3,	aggregate	vehicle	production	or	a	gross	margin	target,	and	(ii)	a	sustained	incremental	$4	billion	increase	in	Tesla’s	market
capitalization	from	$3.2	billion,	Tesla’s	market	capitalization	at	the	time	of	grant.	
The	market	capitalization	conditions	for	all	of	the	10	vesting	tranches


key: chroma:document
string_value:
and	nine	of	the	10	operational	milestones	have	been	achieved,	and	therefore	nine	of	10	tranches	under	the	2012	CEO	Performance	Award	have	vested.	As
of	April	29,	2022,	only	one	operational	milestone,	requiring	that	Tesla	achieve	gross	margin	of	30%	or	more	for	four	consecutive	quarters,	has	not	been
achieved	and	remains	outstanding.
Prior	to	2018,	the	only	additional	equity	awards	received	by	Mr.	Musk	related	to	certain	immaterial	awards	granted	during	2013	pursuant	to	a
patent	incentive	program	that	was	available	to	our	employees	generally.
2018	CEO	Performance	Award
Early	in	2017,	with	the	2012	CEO	Performance	Award	heading	to	substantial	completion	after	having	helped	Tesla	grow	its	market	capitalization
to	over	$55	billion	in	just	over	five	years,	the	independent	members	of	the	Board	began	preliminary	discussions	regarding	how	to	continue	to	incentivize
Mr.	Musk	to	lead	Tesla	through	the	next	phase	of	its	development.	In	January	2018,	following	more	than	six	months	of	careful	analysis	and	development
led	by	the	Compensation	Committee,	with	participation	by	every	independent	Board	member,	the	help	of	Compensia	and	engagement	with	and	feedback
from	our	largest	institutional	stockholders,	the	Board	granted	the	2018	CEO	Performance	Award	to	Mr.	Musk.	Such	grant	was	subject	to	approval	by	a
majority	of	the	total	votes	of	Tesla	common	stock	not	owned	by	Mr.	Musk	or	Kimbal	Musk	cast	at	a	meeting	of	the	stockholders	to	approve	the	2018	CEO


key: chroma:document
string_value:
Performance	Award.	On	March	21,	2018,	such	approval	was	obtained,	with	approximately	73%	of	the	votes	cast	by	such	disinterested	shares	voting	in
favor	of	the	2018	CEO	Performance	Award.
10


key: chroma:document
string_value:
The	2018	CEO	Performance	Award	is	comprised	of	a	10-year	maximum	term	stock	option	to	purchase	
101
,
320
,
210
	shares
	(as	adjusted	for	the
Stock	Split)
	of	Tesla’s	common	stock,	divided	equally	among	12	separate	tranches	that	
were
	each	equivalent	to	1%	of	the	issued	and	outstanding	shares
of	Tesla’s	common	stock	at	the	time	of	grant,	at	an	exercise	price	of	$
70.01
	per	share
	(as	adjusted	for	the	Stock	Split)
.	Each	of	the	12	vesting	tranches	of
the	2018	CEO	Performance	Award	vest
s
	upon	certification	by	the	Board	that	both	(i)	the	market	capitalization	milestone	for	such	tranche,	which	begins	at
$100	billion	for	the	first	tranche	and	increases	by	increments	of	$50	billion	thereafter,	and	(ii)	any	one	of	the	following	8	operational	milestones	focused
on	revenue	or	8	operational	milestones	focused	on	profitability,	has	been	met:
	
	
	
Total	Revenue*
(in	billions)
	
Adjusted	EBITDA**
(in	billions)
$20.0
	
$1.5
$35.0
	
$3.0
$55.0
	
$4.5
$75.0
	
$6.0
$100.0
	
$8.0
$125.0
	
$10.0
$150.0
	
$12.0
$175.0
	
$14.0
	
*
“Revenue”	means	total	revenues	as	reported	in	Tesla’s	financial	statements	on	Forms	10-Q	or	10-K	filed	with	the	SEC	for	the	previous	four
consecutive	fiscal	quarters.
**


key: chroma:document
string_value:
consecutive	fiscal	quarters.
**
“Adjusted	EBITDA”	means	(i)	net	income	(loss)	attributable	to	common	stockholders	before	(ii)	interest	expense,	(iii)	(benefit)	provision	for
income	taxes,	(iv)	depreciation	and	amortization,	and	(v)	stock-based	compensation,	as	each	such	item	is	reported	in	Tesla’s	financial	statements
on	Forms	10-Q	or	10-K	filed	with	the	SEC	for	the	previous	four	consecutive	fiscal	quarters.
Any	single	operational	milestone	may	only	satisfy	the	vesting	requirement	of	one	tranche,	together	with	the	corresponding	market	capitalization
milestone.	Subject	to	any	applicable	clawback	provisions,	policies	or	other	forfeiture	terms,	once	a	milestone	is	achieved,	it	is	forever	deemed	achieved
for	determining	the	vesting	of	a	tranche.	Meeting	more	than	12	of	the	16	operational	milestones	will	not	result	in	any	additional	vesting	or	other
compensation	to	Mr.	Musk	under	the	2018	CEO	Performance	Award.	Except	in	a	change	in	control	situation,	measurement	of	the	market	capitalization
milestones	will	be	based	on	both	(i)	a	six	calendar	month	trailing	average	of	Tesla’s	stock	price	as	well	as	(ii)	a	30	calendar	day	trailing	average	of	Tesla’s
stock	price,	in	each	case	based	on	trading	days	only.	Upon	the	consummation	of	certain	acquisitions	or	split-up,	spin-off	or	divestiture	transactions,	each
then-unachieved	market	capitalization	milestone	and/or	operational	milestone	will	be	adjusted	to	offset	the	impact	of	such	transactions	to	the	extent	they
could	be	considered	material	to	the	achievement	of	those	milestones.


key: chroma:document
string_value:
In	establishing	the	Revenue	and	Adjusted	EBITDA	milestones,	the	Board	carefully	considered	a	variety	of	factors,	including	Tesla’s	growth
trajectory	and	internal	growth	plans	and	the	historical	performance	of	other	high-growth	and	high-multiples	companies	in	the	technology	space	that	have
invested	in	new	businesses	and	tangible	assets.	These	benchmarks	provided	revenue/EBITDA	to	market	capitalization	multiples,	which	were	then	used	to
inform	the	specific	operational	targets	that	aligned	with	Tesla’s	plans	for	future	growth.	Nevertheless,	the	Board	considered	each	of	the	market
capitalization	and	operational	milestones	to	be	challenging	hurdles.	For	example,	in	order	to	meet	all	12	market	capitalization	milestones,	Tesla	was
required	to	add	approximately	$600	billion	to	its	market	capitalization	at	the	time	of	the	grant	of	the	2018	CEO	Performance	Award	on	a	sustained	basis,
and	in	order	to	satisfy	all	eight	revenue-based	operational	milestones,	Tesla	would	have	to	increase	revenue	by	more	than	$163	billion	from	its	annual
revenue	of	approximately	$11.8	billion	in	2017,	the	last	fiscal	year	completed	prior	to	the	grant	of	the	2018	CEO	Performance	Award.
In	addition,	Mr.	Musk	must	continue	to	lead	Tesla	as	our	Chief	Executive	Officer	or,	alternatively,	as	our	Chief	Product	Officer	and	Executive
Chairman	(with	any	other	Chief	Executive	Officer	reporting	directly	to	him),	at	the	time	each	milestone	is	met	in	order	for	the	corresponding	tranche	to
vest.	With	limited	exceptions,	Mr.	Musk	must	hold	any	shares	that	he	acquires	upon	exercise	of	the	2018	CEO	Performance	Award	for	at	least	five	years


key: chroma:document
string_value:
post-exercise.	There	will	be	no	acceleration	of	vesting	of	the	2018	CEO	Performance	award	upon	Mr.	Musk’s	termination,	death	or	disability,	or	a	change
in	control	of	Tesla.	However,	in	a	change	in	control	situation,	the	achievement	of	the	milestones	will	be	based	solely	on	the	market	capitalization
milestones,	with	the	measurement	of	Tesla’s	market	capitalization	determined	by	the	product	of	the	total	number	of	outstanding	shares	of	Tesla	common
11


key: chroma:document
string_value:
stock	immediately	before	the	change	in	control	multiplied	by	the	greater	of	the	last	closing	price	of	a	share	of	Tesla	common	stock	before	the	effective
time	of	the	change	in	control	or	the	per	share	price	(plus	the	per	share	value	of	any	other	consideration)	received	by	Tesla’s	stockholders	in	the	change	in
control.
In	the	event	of	a	restatement	of	Tesla’s	financial	statements	previously	filed	with	the	SEC,	if	a	lesser	portion	of	the	2018	CEO	Performance	Award
would	have	vested	based	on	the	restated	financial	results,	then	Tesla	will	require	forfeiture	(or	repayment,	as	applicable)	of	the	portion	of	the	2018	CEO
Performance	Award	that	would	not	have	vested	based	on	the	restated	financial	results	(less	any	amounts	Mr.	Musk	may	have	paid	to	Tesla	in	exercising
any	forfeited	awards).	The	2018	CEO	Performance	Award	also	will	be	subject,	if	more	stringent	than	the	foregoing,	to	any	current	or	future	Tesla
clawback	policy	applicable	to	equity	awards,	provided	that	the	policy	does	not	discriminate	solely	against	Mr.	Musk	except	as	required	by	applicable	law.
As	of	
April	29,	2022
,	11	operational	milestones	and	12	market	capitalization	milestones	have	been	achieved,	of	which	11	operational	milestones
and	11	market	capitalization	milestones	have	also	been	certified	by	our	Board	of	Directors.	Consequently,	11	of	the	12	tranches	under	the	2018	CEO
Performance	Award,	corresponding	to	options	to	purchase	an	aggregate	92,876,855	shares	of	Tesla’s	common	stock,	have	vested	and	become


key: chroma:document
string_value:
exercisable,	subject	to	Mr.	Musk’s	payment	of	the	exercise	price	of	$70.01	per	share	and	the	minimum	five-year	holding	period	generally	applicable	to
any	shares	he	acquires	upon	exercise.
Realized	Compensation
For	purposes	of	the	table	in	“
Summary	Compensation	Table
”	under	this	Item	11	below,	we	are	required	to	report	pursuant	to	applicable	SEC
rules	any	stock	option	grants	to	Mr.	Musk	at	values	determined	as	of	their	respective	grant	dates	and	which	are	driven	by	certain	assumptions	prescribed
by	Financial	Accounting	Board	Accounting	Standards	Codification	Topic	718,	“
Compensation–Stock	Compensation
”	(“ASC	Topic	718”).	Moreover,	we	are
required	to	report	in	“
Pay	Ratio	Disclosure
”	under	this	Item	11	below	(i)	Mr.	Musk’s	annual	total	compensation,	(ii)	the	median	of	the	annual	total
compensation	of	all	Tesla	employees	qualifying	for	this	analysis,	other	than	Mr.	Musk,	in	each	case	calculated	pursuant	to	the	methodology	used	for	the
table	under	“
Summary	Compensation	Table,
”	and	(iii)	the	ratio	of	the	former	to	the	latter.
In	addition,	we	are	required	to	report	in	“
2021	Option	Exercises	and	Stock	Vested
”	under	this	Item	11	below	an	amount	for	the	“value	realized”
upon:	(i)	any	exercise	by	Mr.	Musk	of	a	stock	option,	which	is	based	on	the	difference	between	the	market	price	of	the	underlying	shares	at	the	time	of
exercise	and	the	exercise	price	of	the	stock	option,	and	(ii)	any	vesting	of	a	restricted	stock	unit	award,	based	on	the	market	price	of	the	award	at	the


key: chroma:document
string_value:
time	of	vesting.	Such	amount	is	required	to	be	reported	even	if	Mr.	Musk	does	not	actually	receive	any	cash	from	such	exercise	or	vesting,	either	because
he	does	not	also	sell	any	shares	or	because	he	sells	only	a	number	of	shares	sufficient	to	cover	the	related	tax	liabilities	resulting	from	the	exercise	or
vesting.
As	a	result,	there	may	be	a	significant	disconnect	between	what	is	reported	as	compensation	for	Mr.	Musk	in	a	given	year	in	such	sections	and	the
value	actually	realized	as	compensation	in	that	year	or	over	a	period	of	time.	Moreover,	the	vast	majority	of	compensation	in	respect	of	past	stock	option
grants	to	Mr.	Musk,	including	the	2012	CEO	Performance	Award	and	the	2018	CEO	Performance	Award,	were	structured	to	be	incentives	for	
future
performance	with	their	value	realizable	only	if	Tesla’s	stock	price	appreciated	compared	to	the	dates	of	the	grants,	and	if	the	Company	achieved
applicable	vesting	requirements.
To	supplement	the	disclosures	in	“
Summary	Compensation	Table,
”	“
Pay	Ratio	Disclosure
”	and	“
2021	Option	Exercises	and	Stock	Vested
”	under
this	Item	11	below,	we	have	included	the	following	table,	which	shows	the	total	realized	compensation	of	Mr.	Musk	for	the	last	three	fiscal	years,	as	well
as	the	ratio	of	Mr.	Musk’s	realized	compensation	to	the	median	of	the	annual	total	compensation	of	all	other	Tesla	employees	qualifying	for	this	analysis
as	reported	under	“
Pay	Ratio	Disclosure.
”	Realized	compensation	is	not	a	substitute	for	reported	compensation	in	evaluating	our	compensation	structure,


key: chroma:document
string_value:
but	we	believe	that	realized	compensation	is	an	important	factor	in	understanding	that	the	value	of	compensation	that	Mr.	Musk	ultimately	realizes	is
dependent	on	a	number	of	additional	factors,	including:	(i)	the	vesting	of	certain	of	his	option	awards	only	upon	the	successful	achievement	of	a	number
of	market	capitalization	increase	and	operational	milestone	targets,	including	milestones	that	have	not	yet	been	achieved	under	each	of	the	2012	CEO
Performance	Award	and	the	2018	CEO	Performance	Award;	(ii)	the	fact	that	Mr.	Musk	does	not	receive	any	cash	if	he	does	not	actually	sell	shares	and
thereby	reduce	his	investment	in
12


key: chroma:document
string_value:
us,	and	he	does	not	receive	any	cash	to	the	extent	that	he	sells	only	shares	sufficient	to	cover	income	taxes	with	respect	to	his	awards	(including	stock
options	exercised	solely	to	avoid	their	expiration	in	accordance	with	their	terms);	and	(iii)	the	then-current	market	value	of	our	common	stock	at	the	times
at	which	Mr.	Musk	may	elect	to	actually	sell	his	shares.
	
Year
		
“Total	Compensation”	of
CEO,
as	Reported	in	Summary
Compensation	Table
Below
($)
	
		
“Value	Realized	on	Exercise
or	Vesting	of	Awards”	of
CEO,	as
Reported	in	Option	Exercises
and	Stock	Vested	Table
Below
($)
	
	
Median	Annual	Total
Compensation	of	all
Qualifying	Non-CEO	Employees,
as	reported	in	Pay
Ratio	Disclosure
Section	Below
($)
	
Total	CEO	Realized
Compensation
($)(1)(2)
	
Ratio	of	Total	CEO
Realized
Compensation	to
Median	Annual
Total
Compensation	of
all	Qualifying	Non-CEO
Employees
2021
	
—
	
	
23,452,910,177
(3)
	
40,723
	
734,762,107
	
18,043:1
2020
	
—
	
	
—
	
	
46,150
	
—
	
0.00:1
2019
	
23,760
(4)
	
30,483,250
(5)
	
58,455
	
23,760
	
0.41:1
	
(1)
“
Total	CEO	realized	compensation”	for	a	given	year	is	defined	as	(i)	the	amounts	reported	for	Mr.	Musk	in	“
Summary	Compensation	Table
”	under


key: chroma:document
string_value:
Summary	Compensation	Table
”	under
this	Item	11	below	under	the	columns	“Salary,”	“Bonus,”	“Non‑Equity	Incentive	Plan	Compensation”	and	“All	Other	Compensation,”	
plus
	(ii)	with
respect	to	any	stock	option	exercised	by	Mr.	Musk	in	such	year	in	connection	with	which	shares	of	stock	were	also	sold	other	than	to	satisfy	any
resulting	tax	liability,	the	difference	between	the	market	price	of	such	shares	at	the	time	of	exercise	and	the	applicable	exercise	price	of	the
option,	
plus
	(iii)	with	respect	to	any	restricted	stock	unit	vested	by	Mr.	Musk	in	such	year	in	connection	with	which	shares	of	stock	were	also	sold
other	than	automatic	sales	to	satisfy	any	withholding	obligations	related	to	such	vesting,	the	market	price	of	such	shares	at	the	time	of	vesting,
plus
	(iv)	any	cash	actually	received	by	Mr.	Musk	in	respect	of	any	shares	sold	to	cover	tax	liabilities	as	described	in	(ii)	and	(iii)	above,	following
the	payment	of	such	tax	liabilities.
(2)
Of	the	amounts	noted,	Mr.	Musk	has	not	accepted	his	salary	in	the	amount	of	$
23,760
	for	2019.
(
3
)
Reflects	the	exercise	of	vested	stock	options	scheduled	to	expire	in	2022	as	to	which	Mr.	Musk	paid	the	exercise	price	in	cash.	Of	the	shares
received	upon	exercise,	42.0%	were	immediately	sold	in	order	to	pay	federal	and	state	tax	withholding	from	the	option	exercise.	None	of	the
proceeds	from	such	sales	were	retained	by	Mr.	Musk.	Of	the	remaining	shares,	94.6%	were	retained	by	Mr.	Musk.	The	other	5.4%	automatically


key: chroma:document
string_value:
were	sold	as	a	result	of	a	Rule	10b5-1	trading	plan	put	in	place	in	September	2021.
(
4
)
Reflects,	for	2019,	the	applicable	minimum	wage	requirements	under	California	law	for	part	of	such	year.	Commencing	in	May	2019	at	Mr.
Musk’s	request,	we	eliminated	altogether	the	earning	and	accrual	of	this	base	salary.
(
5
)
Reflects	the	exercise	of	a	vested	stock	option	award	as	to	which	Mr.	Musk	paid	the	exercise	price	in	cash.	
None	of	the	shares	received	upon
exercise	have	been	sold,	and	therefore	this	amount	has	not	been	received	by	Mr.	Musk.
	
13


key: chroma:document
string_value:
Tax	and	Accounting	Considerations
Sections	280G	and	409A
.	We	have	not	provided	or	committed	to	provide	any	executive	officer	or	director	with	a	gross-up	or	other	reimbursement
for	tax	amounts	the	executive	might	pay	pursuant	to	Section	280G	or	Section	409A	of	the	Code.	Section	280G	and	related	Code	sections	provide	that
executive	officers,	directors	who	hold	significant	stockholder	interests	and	certain	other	service	providers	could	be	subject	to	significant	additional	taxes
if	they	receive	payments	or	benefits	in	connection	with	a	change	in	control	of	Tesla	that	exceeds	certain	limits,	and	that	we	or	our	successor	could	lose	a
deduction	on	the	amounts	subject	to	the	additional	tax.	Section	409A	also	imposes	additional	significant	taxes	on	the	individual	in	the	event	that	an
executive	officer,	director	or	service	provider	of	certain	types	receives	“deferred	compensation”	that	does	not	meet	the	requirements	of	Section	409A.
Tax	Deduction	Limit
.	Section	162(m)	of	the	Code	generally	disallows	a	tax	deduction	to	public	corporations	for	compensation	greater	than
$1,000,000	paid	in	any	fiscal	year	to	certain	executive	officers.	However,	prior	to	the	enactment	of	U.S.	tax	legislation	in	December	2017	(the	“Tax	Act”),
certain	types	of	performance-based	compensation	were	excluded	from	the	$1,000,000	deduction	limit	if	specific	requirements	were	met.	Under	the	Tax
Act,	this	exclusion	for	performance-based	compensation	is	not	available	with	respect	to	taxable	years	beginning	after	December	31,	2017,	unless	the
compensation	is	pursuant	to	a	written	binding	contract	which	was	in	effect	on	or	before	November	2,	2017,	and	which	is	not	modified	in	any	material


key: chroma:document
string_value:
respect	on	or	after	such	date.	Pursuant	to	the	Tax	Act,	for	taxable	years	beginning	after	December	31,	2017,	Section	162(m)	of	the	Code	was	expanded	to
cover	additional	executive	officers	and	other	employees,	including	the	chief	financial	officer,	so	that	the	compensation	of	the	chief	executive	officer	and
chief	financial	officer	(at	any	time	during	the	fiscal	year),	the	three	next	most	highly	compensated	executive	officers	during	the	taxable	year	and	any	other
individual	who	was	considered	a	“covered	employee”	for	any	prior	taxable	year	that	begins	after	2016,	will	be	subject	to	the	$1,000,000	deductibility	limit
under	Section	162(m)	of	the	Code.	Commencing	with	our	2018	fiscal	year,	to	the	extent	that	the	aggregate	amount	of	any	covered	officer’s	salary,	bonus,
any	amount	realized	from	certain	option	exercises	and	vesting	of	restricted	stock	units	or	other	equity	awards,	and	certain	other	compensation	amounts
that	are	recognized	as	taxable	income	by	the	officer	exceeds	$1,000,000,	we	will	not	be	entitled	to	a	U.S.	federal	income	tax	deduction	for	the	amount
over	$1,000,000	in	that	year,	unless	the	compensation	qualifies	for	the	transition	relief	applicable	to	certain	written	binding	contracts	in	effect	on	or
before	November	2,	2017.	The	Compensation	Committee	has	not	adopted	a	formal	policy	regarding	tax	deductibility	of	compensation	paid	to	our
executive	officers.
Accounting	Implications
.	We	follow	ASC	Topic	718	for	our	stock-based	compensation	awards.	ASC	Topic	718	requires	companies	to	measure	the


key: chroma:document
string_value:
compensation	expense	for	all	stock-based	compensation	awards	made	to	employees	and	directors	based	on	the	grant	date	“fair	value”	of	these	awards.
This	calculation	is	performed	for	accounting	purposes	and	reported	in	the	compensation	tables	below,	even	though	our	named	executive	officers	may
never	realize	any	value	from	their	awards.	ASC	Topic	718	also	requires	companies	to	recognize	the	compensation	cost	of	their	stock-based	compensation
awards	in	their	income	statements	over	the	period	that	an	executive	officer	is	required	to	render	service	in	exchange	for	the	option	or	other	award.
Compensation	Committee	Report
The	Compensation	Committee	oversees	Tesla’s	compensation	programs,	policies	and	practices.	The	Compensation	Committee	has	reviewed	and
discussed	the	Compensation	Discussion	and	Analysis	required	by	Item	402(b)	of	Regulation	S-K	with	management.	Based	on	such	review	and	discussions,
the	Compensation	Committee	has	recommended	to	the	Board	that	the	Compensation	Discussion	and	Analysis	be	included	in	this	Amendment.
Respectfully	submitted	by	the	members	of	the	Compensation	Committee	of	the	Board
Ira	Ehrenpreis	(Chair)
Robyn	Denholm
Kathleen	Wilson-Thompson
	
14


key: chroma:document
string_value:
Summary	Compensation	Table
The	following	table	presents	information	concerning	the	total	compensation	of	our	named	executive	officers	for	each	of	the	last	three	fiscal	years.
No	disclosure	is	provided	for	fiscal	years	for	which	those	persons	were	not	named	executive	officers.
	
Name	and	Principal	Position
	
Year
	
Salary
($)
	
Bonus
($)
	
Stock	Awards
($)(1)
	
Option
Awards
($)(2)
	
Non-Equity
Incentive	Plan
Compensation
($)
	
All	Other
Compensation
($)
	
Total
($)
Elon	Musk
	
2021
	
—
	
—
	
—
	
—
	
—
	
—
	
Technoking	of	Tesla	and	Chief
Executive	Officer	
	
2020
	
—
	
—
	
—
	
—
	
—
	
—
	
	
2019
	
23,760
(3)
—
	
—
	
—
	
—
	
—
	
23,760
Zachary	Kirkhorn
	
2021
	
301,154
	
—
	
—
	
—
	
—
—
—
	
301,154
Master	of	Coin	and	Chief
Financial	Officer
	
2020
	
269,663
(4)
—
	
—
	
46,261,354
	
—
	
31,099
(5)
46,562,116
	
	
2019
	
276,058
	
—
	
5,019,998
	
15,947,901
	
—
	
—
	
21,243,957
Andrew	Baglino
	
2021
	
301,154
	
—
	
—
	
—
	
—
—
—
	
301,154
SVP,	Powertrain	and	Energy
Engineering
	
	
2020
	
283,269


key: chroma:document
string_value:
Engineering
	
	
2020
	
283,269
(4)
—
	
—
	
46,261,354
	
—
	
—
	
46,544,623
	
2019
	
301,154
	
—
	
—
	
4,779,080
	
—
	
—
	
5,080,234
Jerome	Guillen(6)
	
2021
	
161,538
	
—
	
—
	
—
	
—
	
—
	
161,538
Former	President,	Tesla	Heavy
Trucking
	
2020
	
283,269
(4)
—
	
—
	
46,261,354
	
—
	
—
	
46,544,623
	
	
2019
	
301,154
	
—
	
—
	
7,965,058
	
—
	
—
	
8,266,212
	
(1)
This	column	reflects	the	grant	date	fair	value	computed	in	accordance	with	ASC	Topic	718	of	the	restricted	stock	unit	awards	granted	to	the
named	executive	officers,	which	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value	of	our	common	stock.	These	amounts	do	not
necessarily	correspond	to	the	actual	value	that	may	be	recognized	by	the	named	executive	officers,	which	depends,	among	other	things,	on	the
market	value	of	our	common	stock.
(2)
This	column	reflects	the	aggregate	grant	date	fair	value	computed	in	accordance	with	ASC	Topic	718	of	the	options	to	purchase	shares	of	our
common	stock	granted	to	the	named	executive	officers.	The	assumptions	used	in	the	valuation	of	these	awards	are	set	forth	in	Note	13,	
Equity
Incentive	Plans
,	
to	the	consolidated	financial	statements	included	in	the	Original	Form	10-K


key: chroma:document
string_value:
.	These	amounts	do	not	necessarily	correspond	to	the
actual	value	that	may	be	recognized	by	the	named	executive	officers,	which	depends,	among	other	things,	on	the	market	value	of	our	common
stock	appreciating	from	that	on	the	grant	date(s)	of	the	option(s).
(
3
)
Reflects	the	applicable	minimum	wage	requirements	under	California	law	for	part	of	2019.	Commencing	in	May	2019	at	Mr.	Musk’s	request,	we
eliminated	altogether	the	earning	and	accrual	of	this	base	salary.
(
4
)
Reflects	a	temporary	reduction	to	base	salary	in	response	to	global	market	conditions.		
(
5
)
Reflects	an	amount	corresponding	to	previously-accrued	paid	time	off	that	was	applied	toward	the	purchase	of	a	Tesla	vehicle	pursuant	to	a
company-wide	program.
(6)
Mr.	Guillen	departed	Tesla	in	June	2021.
	
15


key: chroma:document
string_value:
Pay	Ratio	Disclosure
Tesla	is	committed	to	fair	and	competitive	compensation	for	our	employees.	Moreover,	Elon	Musk,	the	Technoking	of	Tesla	and	our	Chief
Executive	Officer,	has	agreed	to	a	compensation	arrangement	in	the	2018	CEO	Performance	Award	that	is	substantially	tied	to	the	appreciation	of	our
market	capitalization.
	Because	equity	awards	are	generally	made	available	to	Tesla	employees,	this	also	means	that	Mr.	Musk’s	compensation	is	tied	to
the	success	of	Tesla	employees.
	We	are	providing	a	
ratio	of	
(i)	Mr.	Musk’s	2021	annual	total	compensation	to	(ii)	the	median	of	the	2021	annual	total
compensation	of	all	applicable	qualifying	Tesla	employees	other	than	Mr.	Musk,	as	if	all	such	employees	were	named	executive	officers,	in	each	case
calculated	pursuant	to	the	disclosure	requirements	of	“
Summary	Compensation	Table
”	above.	As	we	continue	our	international	expansion,	the	median
annual	total	compensation	of	our	employees	reflects	differences	in	local	compensation	scales	and	practices	abroad	to	a	greater	extent.
Mr.	Musk’s	2021	annual	total	compensation,	as	reported	under	“
Summary	Compensation	Table,
”	was	$
0
,	and	the	median	2021	annual	total
compensation	of	all	other	qualifying	employees,	as	determined	pursuant	to	the	methodology	set	forth	below,	was	$40,723.	Consequently,	the	applicable
ratio	of	such	amounts	for	2021	was	0.00:1.
Our	methodology	for	identifying	the	median	of	the	2021	annual	total	compensation	for	each	individual	other	than	Mr.	Musk	was	as	follows:
	
•


key: chroma:document
string_value:
•
We	determined	that	as	of	December	31,	2021,	Tesla	and	all	our	subsidiaries	had	100,121	individuals	qualifying	for	this	analysis	(full-time,
part-time	and	temporary	employees	other	than	Mr.	Musk,	subject	to	the	following	bullet),	of	which	approximately	42%	were	based	outside
of	the	U.S.	and	approximately	39%	were	production	line	employees.
	
•
We	did	not	include	in	the	population	of	qualifying	individuals	any	employees	of	staffing	agencies	whose	compensation	is	determined	by
such	agencies.
	
•
We	applied	the	requirements	and	assumptions	required	for	the	table	under	“
Summary	Compensation	Table
”	above	for	each	of	such
individuals	as	if	he	or	she	was	a	named	executive	officer	to	calculate	the	total	annual	compensation,	including	base	salary	or	wages,
performance-based	commission	payments,	and	equity	awards	based	on	their	grant	date	fair	values.
	
•
We	converted	any	payment	earned	or	paid	in	a	foreign	currency	to	U.S.	dollar	using	the	average	of	the	prevailing	conversion	rates	for	the
month	of	December	2021.
	
•
We	selected	the	median	of	all	total	annual	compensation	amounts	calculated	in	accordance	with	the	foregoing.
16


key: chroma:document
string_value:
Grants	of	Plan-Bas
ed	Awards	in	
20
2
1
The	following	table	presents	information	concerning	each	grant	of	an	award	made	to	a	named	executive	officer	in	fiscal	2021	under	any	plan.
	
Name
	
Grant
Date(1)
	
	
All	Other
Option
Awards:
Number	of
Securities	Underlying
Options(#)
	
Exercise
or
Base
Price	of
Option	Awards
($/Sh)
	
Grant	Date	Fair
Value	of	Stock	and	Option
Awards	($)
	
Elon	Musk
	
—
	
	
—
	
—
	
—
	
Zachary	J.	Kirkhorn
	
—
	
	
—
	
—
	
—
	
Andrew	Baglino
	
—
	
	
—
	
—
	
—
	
Jerome	Guillen(1)
	
—
	
	
—
	
—
	
—
	
	
(1)
Mr.	Guillen	departed	Tesla	in	June	2021.
Outstanding	Equity	Awards	at	2021	Fiscal	Year-End
The	following	table	presents	information	concerning	unexercised	options	and	unvested	restricted	stock	unit	awards	for	each	named	executive
officer	outstanding	as	of	the	end	of	fiscal	2021.
	
	
	
	
Option	Awards
	
	
Stock	Awards
	
Name
	
Grant	Date
	
	
Number	of
Securities
Underlying
Unexercised
Options	(#)
Exercisable
	
	
Number	of
Securities
Underlying
Unexercised
Options	(#)
Unexercisable
	
	
Equity
Incentive
Plan
Awards:
Number	of
Securities
Underlying
Unexercised
Unearned
Options	(#)
	
	
Option
Exercise
Price	($)
	
	
Option
Expiration
Date
	
	
Number	of
Shares	or
Units	of


key: chroma:document
string_value:
Date
	
	
Number	of
Shares	or
Units	of
Stock	That
Have	Not
Vested
(#)
	
	
Market
Value	of
Shares	or
Units	of	Stock
That	Have
Not	Vested
($)(1)
	
Elon	Musk
	
	
3/21/2018
(2)
	
	
59,103,455
	
	
	
42,216,755
	
	
	
—
	
	
	
70.01
	
	
	
1/19/2028
	
	
	
—
	
	
	
—
	
	
	
	
6/10/2013
(3)
	
	
1,750
	
	
	
—
	
	
	
—
	
	
	
20.01
	
	
	
6/10/2023
	
	
	
—
	
	
	
—
	
	
	
	
4/8/2013
(3)
	
	
1,750
	
	
	
—
	
	
	
—
	
	
	
8.37
	
	
	
4/8/2023
	
	
	
—
	
	
	
—
	
	
	
	
8/13/2012
(4)
	
	
—
	
	
	
2,637,455
	
	
	
—
	
	
	
6.24
	
	
	
8/13/2022
	
	
	
—
	
	
	
—
	
Zachary	J.	Kirkhorn
	
	
10/19/2020
(5)
	
	
55,645
	
	
	
149,814
	
	
	
—
	
	
	
430.83
	
	
	
10/19/2030
	
	
	
—
	
	
	
—
	
	
	
	
4/19/2019
(6)


key: chroma:document
string_value:
4/19/2019
(6)
	
	
445,530
	
	
	
202,515
	
	
	
—
	
	
	
54.66
	
	
	
4/19/2029
	
	
	
—
	
	
	
—
	
	
	
	
4/19/2019
(7)
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
27,000
	
	
	
28,533,060
	
	
	
	
1/22/2019
(8)
	
	
32,656
	
	
	
21,774
	
	
	
—
	
	
	
59.79
	
	
	
1/22/2029
	
	
	
—
	
	
	
—
	
	
	
	
1/22/2019
(9)
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
7,260
	
	
	
7,672,223
	
	
	
	
10/16/2018
(10)
	
	
4,858
	
	
	
4,867
	
	
	
—
	
	
	
55.32
	
	
	
10/16/2028
	
	
	
—
	
	
	
—
	
	
	
	
10/16/2018
(9)
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
1,726
	
	
	
1,824,002
	
Andrew	Baglino
	
	
10/19/2020
(5)
	
	
55,645


key: chroma:document
string_value:
(5)
	
	
55,645
	
	
	
149,814
	
	
	
—
	
	
	
430.83
	
	
	
10/19/2030
	
	
	
—
	
	
	
—
	
	
	
	
7/19/2019
(11)
	
	
81,176
	
	
	
105,954
	
	
	
—
	
	
	
51.64
	
	
	
7/19/2029
	
	
	
—
	
	
	
—
	
	
	
	
10/16/2018
(10)
	
	
32,741
	
	
	
18,959
	
	
	
—
	
	
	
55.32
	
	
	
10/16/2028
	
	
	
—
	
	
	
—
	
	
	
	
10/16/2018
(9)
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
6,895
	
	
	
7,286,498
	
	
	
	
3/19/2018
(12)
	
	
48,046
	
	
	
18,454
	
	
	
—
	
	
	
62.72
	
	
	
3/19/2028
	
	
	
—
	
	
	
—
	
	
	
	
2/20/2018
(13)
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
924
	
	
	
976,465
	
	
	
	
11/10/2014
(14)
	
	
—
	
	
	
12,500


key: chroma:document
string_value:
—
	
	
	
12,500
	
	
	
—
	
	
	
48.39
	
	
	
11/10/2024
	
	
	
—
	
	
	
—
	
Jerome	Guillen(15)
	
	
—
	
	
	
—
	
	
	
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
(1)
The	market	value	of	unvested	restricted	stock	units	is	calculated	by	multiplying	the	number	of	unvested	restricted	stock	units	held	by	the
applicable	named	executive	officer	by	the	closing	price	of	our	common	stock	on	December	31,	2021,	which	was	$1,056.78.
(2)
1/12th	of	the	total	number	of	shares	subject	to	the	option	becomes	vested	and	exercisable	each	time:	(i)	our	market	capitalization	increases
initially	to	$100.0	billion	for	the	first	tranche,	and	by	an	additional	$50.0	billion	for	each	tranche	thereafter;	and	(ii)	one	of	16	specified
operational	milestones	relating	to	total	revenue	or	adjusted	EBITDA	(other	than	any	operating	milestone	that	previously	counted	towards	the
vesting	of	another	tranche)	is	attained,	subject	to	Mr.	Musk’s	continued	service	to	us	as	either	CEO	or	as	both	Executive	Chairman	and	Chief
Product	Officer,	with	the	CEO	reporting	to	him,	at	each	such	vesting	event.	See	“
Compensation	Discussion	and	Analysis—Chief	Executive	Officer
Compensation—2018	CEO	Performance	Award
”	under	this	Item	11	above.
(3)


key: chroma:document
string_value:
”	under	this	Item	11	above.
(3)
Stock	option	awards	granted	as	part	of	our	company-wide	patent	incentive	program.	The	total	number	of	shares	subject	to	the	option	was	vested
and	exercisable	on	the	applicable	grant	date	of	the	option.
17


key: chroma:document
string_value:
(4)
1/10th	of	the	total	number	of	shares	subject	to	the	option	became	and	will	become	vested	and	exercisable	each	time:	(i)	our	market	capitalization
increases	by	$4.0	billion	above	the	initially	measured	market	capitalization	of	$3.2	billion;	
and
	(ii)	one	of	10	specified	performance	milestones
relating	to	the	development	of	our	Model	X	and	Model	3	vehicles	and	our	total	production	of	vehicles	is	attained,	subject	to	Mr.	Musk’s	continued
service	to
	us	at	each	such	vesting	event.	If	any	shares	have	not	vested	by	the	end	of	the	term	of	the	option,	they	will	be	
forfeited
	and	Mr.	Musk
will	not	realize	the	value	of	such	shares.	As	of	
April	2
9
,	202
1
,	10	market	capitalization	milestones	and	nine	performance	milestones	have	been
achieved.	See	“
Compensation	Discussion	and	Analysis—Chief	Executive	Officer	Compensation—Historical	Equity	Compensation
”	
under	this	Item
11	
above.
(
5
)
1/48th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	on	December	5,	2020,	and	1/48th	of	the	shares	subject	to	the	option
become	vested	and	exercisable	every	month	thereafter,	subject	to	the	grantee’s	continued	service	to	us	on	each	such	vesting	date.
(
6
)
1/8th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	on	September	13,	2019,	and	1/48th	of	the	shares	subject	to	the	option
become	vested	and	exercisable	each	month	thereafter,	subject	to	the	grantee’s	continued	service	to	us	on	each	such	vesting	date.
(
7
)


key: chroma:document
string_value:
(
7
)
1/8th	of	this	award	became	vested	on	December	5,	2019,	and	1/16th	of	this	award	becomes	vested	every	three	months	thereafter,	subject	to	the
grantee’s	continued	service	to	us	on	each	such	vesting	date.
(
8
)
1/60th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	on	January	5,	2019,	and	1/60th	of	the	shares	subject	to	the	option
become	vested	and	exercisable	each	month	thereafter,	subject	to	the	grantee’s	continued	service	to	us	on	each	such	vesting	date.
(
9
)
1/20th	of	this	award	vested	on	March	5,	2019,	and	1/20th	of	this	award	vests	every	three	months	thereafter,	subject	to	the	grantee’s	continued
service	to	us	on	each	such	vesting	date.
(
10
)
1/60th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	on	November	1,	2018,	and	1/60th	of	the	shares	subject	to	the	option
become	vested	and	exercisable	each	month	thereafter,	subject	to	the	grantee’s	continued	service	to	us	on	each	such	vesting	date.
(1
1
)
1/60th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	on	July	24,	2019,	and	1/60th	of	the	shares	subject	to	the	option	become
vested	and	exercisable	each	month	thereafter,	subject	to	the	grantee’s	continued	service	to	us	on	each	such	vesting	date.
(1
2
)
1/60th	of	this	award	vested	on	March	27,	2018,	and	1/60th	of	this	award	vests	every	three	months	thereafter,	subject	to	the	grantee’s	continued
service	to	us	on	each	such	vesting	date.
(1
3
)


key: chroma:document
string_value:
(1
3
)
1/16th	of	this	award	vested	on	June	5,	2018,	and	1/16th	of	this	award	vests	every	three	months	thereafter,	subject	to	the	grantee’s	continued
service	to	us	on	each	such	vesting	date
.
(14)			1/4th	of	the	shares	subject	to	the	option	became	vested	and	exercisable	upon	each	of	the	following,	as	determined	by	the	Board:	(i)	the	completion
of	the	first	Model	X	production	vehicle;	(ii)	aggregate	vehicle	production	of	100,000	vehicles	in	a	trailing	12-month	period	and	(iii)	completion	of
the	first	Model	3	production	vehicle.	1/4th	of	the	shares	subject	to	this	option	will	become	vested	and	exercisable	upon	the	determination	by	the
Board	that	annualized	gross	margin	of	greater	than	30%	in	any	three	years	is	achieved,	subject	to	the	grantee’s	continued	service	to	us	on	each
such	vesting	date.
(15)
Mr.	Guillen	departed	Tesla	in	June	2021.
2021	Option	Exercises	and	Stock	Vested
The	following	table	presents	information	concerning	each	exercise	of	stock	options	and	vesting	of	stock	awards	during	fiscal	2021	for	each	of	the
named	executive	officers.
	
	
		
Option	Awards
	
	
Stock	Awards
	
Name
		
Number	of	Shares
Acquired	on	Exercise
(#)
	
		
Value	Realized	on
Exercise
($)(1)
	
	
Number	of	Shares
Acquired	on	Vesting
(#)
	
		
Value	Realized	on
Vesting
($)(2)
	
Elon	Musk
	
	
22,862,050
	
	
	
$23,452,910,176
	
	
	
—
	
	
	
—
	
Zachary	Kirkhorn
	
	
3,200


key: chroma:document
string_value:
3,200
	
	
	
3,204,672
	
	
	
24,149
	
	
	
17,597,044
	
Andrew	Baglino
	
	
27,500
	
	
	
20,060,191
	
	
	
7,141
	
	
	
5,258,669
	
Jerome	Guillen(3)
	
	
50,000
	
	
	
33,996,790
	
	
	
1,211
	
	
	
724,117
	
	
18


key: chroma:document
string_value:
(1)
Reflects	the	product	of	the	number	of	shares	of	stock	subject	to	the	exercised	option	multiplied	by	the	difference	between	the	market	price	of	our
common	stock	at	the	time	of	exercise	on	the	exercise	date	and	the	exercise	price	of	the	option.
(2)
Reflects	the	product	of	the	number	of	shares	of	stock	vested	multiplied	by	the	market	price	of	our	common	stock	on	the	vesting	date.
(
3
)
Mr.	Guillen	departed	Tesla	in	June	2021.
Potential	Payments	Upon	Termination	or	Change	in	Control
We	do	not	have	an	employment	agreement	for	any	specific	term	with	any	of	our	named	executive	officers.	Moreover,	we	do	not	have	any	contract,
agreement,	plan	or	arrangement	that	would	result	in	payments	to	a	named	executive	officer	at,	following,	or	in	connection	with	any	termination	of
employment,	including	resignation,	severance,	retirement	or	a	constructive	termination	of	employment	of	a	named	executive	officer,	or	a	change	in
control	of	Tesla	(other	than	the	vesting	of	the	2018	CEO	Performance	Award	based	solely	upon	the	achievement	of	market	capitalization	milestones	as
measured	at	the	time	of	a	change	in	control	of	Tesla,	which	by	its	nature	cannot	be	estimated	at	this	time)	or	a	change	in	the	named	executive	officer’s
responsibilities.	See	also	“
Compensation	Discussion	and	Analysis—Chief	Executive	Officer	Compensation—2018	CEO	Performance	Award
”	under	this
Item	11	above.
Employee	Compensation	Risks
The	Compensation	Committee	oversees	management	of	risks	relating	to	Tesla’s	compensation	plans	and	programs.	Tesla’s	management	and	the
Compensation	Committee	have	assessed	the	risks	associated	with	Tesla’s	compensation	policies	and	practices	for	all	employees,	including	non-executive


key: chroma:document
string_value:
officers.	These	include	risks	relating	to	setting	ambitious	targets	for	our	employees’	compensation	or	the	vesting	of	their	equity	awards	and	our	emphasis
on	at-risk	equity-based	compensation,	and	the	potential	impact	of	such	practices	on	the	retention	or	decision-making	of	our	employees,	particularly	our
senior	management.	Based	on	the	results	of	this	assessment,	Tesla	does	not	believe	that	its	compensation	policies	and	practices	for	all	employees,
including	non-executive	officers,	create	risks	that	are	reasonably	likely	to	have	a	material	adverse	effect	on	Tesla.
Compensation	of	Directors
2021	Director	Compensation	Table
The	following	table	provides	information	concerning	the	compensation	paid	by	us	to	each	of	our	non-employee	directors	who	served	during	any
part	of	fiscal	year	2021.	Elon	Musk,	who	is	a	named	executive	officer,	does	not	receive	additional	compensation	for	his	services	as	a	director.
The	awards	with	respect	to	which	values	are	provided	under	the	column	“Option	Awards”	below	are	exclusively	stock	options,	which	have
realizable	value	only	if	they	vest	over	time	and	to	the	extent,	if	any,	that	our	stock	price	exceeds	the	applicable	exercise	prices.	The	values	provided	below
for	these	awards	are	based	on	applicable	accounting	standards,	and	do	not	necessarily	reflect	the	actual	amounts	realized	or	realizable	pursuant	to	the
underlying	stock	options.		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Name
		
Fees	Earned	or
Paid	in	Cash
($)(1)
	
		
Option	Awards
($)(2)(3)
	
		
All	Other
Compensation
	
	
Total
($)
Robyn	Denholm


key: chroma:document
string_value:
Total
($)
Robyn	Denholm
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Ira	Ehrenpreis
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Lawrence	J.	Ellison
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Antonio	Gracias(4)
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Hiromichi	Mizuno
	
	
27,500
	
	
	
—
	
	
10,949
(5)
	
	
38,449
	
James	Murdoch
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Kimbal	Musk
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
Kathleen	Wilson-Thompson
	
	
—
	
	
	
—
	
	
—
	
	
	
—
	
	
(1)
Reflects	cash	compensation	for	service	on	the	Board	and/or	its	applicable	committees	pursuant	to	Tesla’s	outside	director	compensation	policy
(the	“
Director	Compensation	Policy
”)	and/or	for	service	as	Chair	of	the	Board	as	previously	approved	by	the	Board,	as	applicable.	The	earning	and
payment	of	cash	retainer	payments
19


key: chroma:document
string_value:
payable	to	outside	directors	may	be	waived	in	whole	or	part	at	the	election	of	the	director.	Beginning	in	2021,	seven	of	the	outside	directors
requested	that	the	Company	eliminate	the	future	payment	of	all	of	their	cash	retainer	amounts	for	service	on	the	Board	unless	the	director
notified	otherwise.
(
2
)
As	of	December	31,	2021,	the	aggregate	number	of	shares	underlying	option	awards	outstanding	for	each	of	our	non-employee	directors	with
such	awards	was:
	
Name
		
Aggregate	Number	of
Shares	Underlying
Options	Outstanding
	
Robyn	Denholm
	
	
654,160
	
Ira	Ehrenpreis
	
	
370,000
	
Lawrence	J.	Ellison
	
	
291,670
	
Hiromichi	Mizuno
	
	
117,230
	
James	Murdoch
	
	
433,340
	
Kimbal	Musk
	
	
172,250
	
Kathleen	Wilson-Thompson
	
	
290,285
	
	
(
3
)
Reflects	stock	option	grants	for	service	on	the	Board	or	as	members	or	chairs	of	Board	committees	that	were	automatically	granted	pursuant	to
the	Director	Compensation	Policy.	In	June	2021,	the	Board	unanimously	adopted	a	resolution	to	forego	any	automatic	grants	of	annual	stock
option	awards	under	the	Director	Compensation	Policy	or	otherwise	previously	approved	by	the	Board	until	July	2022	unless	the	Board	earlier
acts	to	amend	the	Director	Compensation	Policy	or	otherwise	amends	such	resolution.
(4)
Board	term	ended	in	October	2021	without	standing	for	re-election	at	the	2021	annual	meeting	of	stockholders.
(
5
)


key: chroma:document
string_value:
(
5
)
Consists	of	reimbursements	for	out-of-pocket	travel	expenses	incurred	in	connection	with	Board	service.
Non-Employee	Director	Compensation	Arrangements
Overview	and	Philosophy
The	compensation	program	for	Tesla’s	non-employee	directors	is	designed	to	be	consistent	with	our	compensation	philosophy	for	our	employees,
with	an	emphasis	on	equity-based	compensation	over	cash	in	order	to	align	the	value	of	their	compensation	with	the	market	value	of	our	stock,	and
consequently,	with	the	long-term	interests	of	our	stockholders.	Moreover,	while	we	offer	to	our	general	employee	population	restricted	stock	units	that
will	retain	some	value	even	if	the	market	value	of	our	stock	decreases,	the	equity-based	compensation	to	our	directors	has	been	exclusively	in	the	form	of
stock	options,	which	have	zero	initial	value	and	accumulate	value,	if	at	all,	only	to	the	extent	that	our	stock	price	increases	following	their	grant,	through
the	applicable	vesting	dates	and	until	such	stock	options	are	ultimately	exercised	and	the	underlying	shares	are	sold.	The	remaining	portion	of	our
directors’	compensation	has	been	comprised	of	cash	retainer	payments	that	are	relatively	modest	compared	to	peer	companies	and	that	may	be	waived	at
the	election	of	each	director.	Consequently,	a	large	portion	and	in	some	cases,	the	entirety,	of	each	of	our	non-employee	directors’	compensation	is
entirely	at	risk,	and	fluctuating	stock	prices	have	at	times	resulted	in	100%	of	the	vested	stock	options	then	held	by	each	of	our	non-employee	directors
being	out-of-the-money.
In	2020	and	2021,	the	Compensation	Committee	reviewed	the	Director	Compensation	Policy	with	the	aid	of	Compensia	and	in	light	of	Tesla’s


key: chroma:document
string_value:
exceptional	performance	and	commitment	to	at-risk	director	compensation	in	the	form	of	annual	stock	option	awards	to	ensure	continued	alignment	of
the	interests	of	directors	with	those	of	Tesla’s	stockholders.	Following	such	review,	the	Compensation	Committee	recommended	that	the	Board	approve	a
resolution	that	all	existing	directors	forego	any	automatic	grants	of	annual	stock	option	awards	under	the	Director	Compensation	Policy	or	otherwise
previously	approved	by	the	Board	until	July	2022	unless	the	Board	earlier	acts	to	amend	the	Director	Compensation	Policy	or	otherwise	amends	such
resolution.	In	June	2021,	the	Board	unanimously	approved	and	adopted	this	resolution.	The	Compensation	Committee	intends	to	make	further
recommendations	with	respect	to	the	Board’s	compensation	program	for	directors,	if	any,	who	join	the	Board	after	the	date	of	this	resolution,	as	well	as
for	future	periods	of	service	by	existing	directors,	following	further	periodic	reviews
.
Other	Information
20


key: chroma:document
string_value:
If,	following	a	change	in	control	of	Tesla,	the	service	of	a	non-employee	director	is	terminated,	all	stock	options	granted	to	the	director	shall	fully
vest	and	become	immediately	exercisable.
Non-employee	directors	may	also	have	their	travel,	lodging	and	related	expenses	associated	with	attending	Board	or	Board	committee	meetings
reimbursed	by	Tesla.
Pledging	of	Shares
The	ability	of	our	directors	and	executive	officers	to	pledge	Tesla	stock	for	personal	loans	and	investments	is	inherently	related	to	their
compensation	due	to	our	use	of	equity	awards	and	promotion	of	long-termism	and	an	ownership	culture.	Moreover,	providing	these	individuals	flexibility
in	financial	planning	without	having	to	rely	on	the	sale	of	shares	aligns	their	interests	with	those	of	our	stockholders.
In	order	to	mitigate	the	risk	of	forced	sales	of	pledged	shares,	the	Board	has	a	policy	that	limits	pledging	of	Tesla	stock	by	our	directors	and
executive	officers.	Pursuant	to	this	policy,	directors	and	executive	officers	may	pledge	their	stock	(exclusive	of	options,	warrants,	restricted	stock	units	or
other	rights	to	purchase	stock)	as	collateral	for	loans	and	investments,	provided	that	the	maximum	aggregate	loan	or	investment	amount	collateralized	by
such	pledged	stock	does	not	exceed	twenty-five	percent	(25%)	of	the	total	value	of	the	pledged	stock.
Example:	A	director	pledges	1,000	shares	as	collateral	for	a	loan,	and	the	current	stock	price	is	$800	per	share.	The	director	may


key: chroma:document
string_value:
borrow	up	to	25%	of	1,000	x	$800,	or	$200,000,	against	such	shares.	If	the	stock	price	later	increases	to	$1,600	per	share,	the
director	may	borrow	up	to	an	additional	$200,000	against	the	pledged	shares.	If	the	director	borrows	the	full	allowable	amount	of
$400,000	and	the	stock	price	then	decreases	to	$1,200,	the	director	must	repay	$100,000	to	maintain	compliance	with	the	25%
limit	under	the	pledging	policy.
See	“
Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters—Ownership	of	Securities
”	under	Item
12	below	for	information	regarding	any	shares	pledged	by	our	directors	or	executive	officers	as	of	December	31,	2021;	however,	such	pledging	does	not
indicate	the	extent	to	which	there	may	be	actual	borrowings	against	such	shares	as	of	such	date.	Tesla	management	monitors	compliance	with	this	policy
by	reviewing	and,	if	necessary,	reporting	to	the	Board	or	its	committees	the	extent	to	which	any	officer	or	director	has	pledged	shares	of	Company
stock.	We	believe	that	this	monitoring	is	effective	and	includes	appropriate	controls,	and	we	have	confirmed	that	each	of	our	directors	and	executive
officers	who	have	pledged	stock	are	and	have	been	compliant	with	this	policy	since	our	last	confirmation.
Compensation	Committee	Interlocks	and	Insider	Participation
Robyn	Denholm,	Ira	Ehrenpreis	and	Kathleen	Wilson-Thompson	served	as	members	of	the	Compensation	Committee	during	2021.	None	of	such


key: chroma:document
string_value:
persons	is	or	was	formerly	an	officer	or	an	employee	of	Tesla.	During	2021,	no	interlocking	relationships	existed	between	any	member	of	Tesla’s	Board	or
Compensation	Committee	and	any	member	of	the	board	of	directors	or	compensation	committee	of	any	other	company.
	
	
21


key: chroma:document
string_value:
I
TEM	12.
SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS
Equity	Compensation	Plan	Information
The	following	table	summarizes	the	number	of	securities	underlying	outstanding	options,	stock	awards,	warrants	and	rights	granted	to	employees
and	directors,	as	well	as	the	number	of	securities	remaining	available	for	future	issuance,	under	Tesla’s	equity	compensation	awards	as	of	December	31,
2021.
	
	
		
(a)
	
	
(b)
	
		
(c)
	
Plan	category
	
Number	of	securities
to	be	issued	upon
exercise	of	outstanding
options,	warrants	and
rights
(#)(1)
	
	
Weighted-average
exercise	price	of
outstanding	options,
warrants	and	rights
($)(2)
	
	
Number	of	securities
remaining	available	for
future	issuance	under
equity	compensation
plans	(excluding
securities	reflected	in
column	(a))
(#)
	
Equity	compensation	plans	approved	by
			security	holders
	
	
130,375,672
	
	
	
84.46
	
	
	
82,835,318
(3)
Equity	compensation	plans	not	approved	by
			security	holders
	
	
102,177
(4)
	
	
85.62
	
	
	
—
	
Total
	
	
130,477,849
	
	
	
84.46
	
	
	
82,835,318
	
	
(1)
Consists	of	options	to	purchase	shares	of	our	common	stock,	including	the	2018	CEO	Performance	Award,	and	restricted	stock	unit	awards
representing	the	right	to	acquire	shares	of	our	common	stock.
(2)


key: chroma:document
string_value:
(2)
The	weighted	average	exercise	price	is	calculated	based	solely	on	the	outstanding	stock	options.	It	does	not	take	into	account	the	shares	issuable
upon	vesting	of	outstanding	restricted	stock	unit	awards,	which	have	no	exercise	price.
(3)
Consists	of	49,053,818	shares	remaining	available	for	issuance	under	the	Tesla,	Inc.	2019	Equity	Incentive	Plan,	and	33,781,500	shares
remaining	available	for	issuance	under	the	Tesla,	Inc,	2019	Employee	Stock	Purchase	Plan.
(4)
Consists	of	outstanding	stock	options	and	restricted	stock	unit	awards	that	were	assumed	in	connection	with	acquisitions.	No	additional	awards
may	be	granted	under	the	plans	pursuant	to	which	such	awards	were	initially	granted.
	
22


key: chroma:document
string_value:
Ownership	of	Securities
The	following	table	sets	forth	certain	information	regarding	the	beneficial	ownership	of	Tesla’s	common	stock,	as	of	December	31,	2021,	for	the
following:
	
•
each	person	(or	group	of	affiliated	persons)	who	is	known	by	us	to	beneficially	own	5%	of	the	outstanding	shares	of	our	common	stock;
	
•
each	of	our	non-employee	directors;
	
•
each	of	our	current	executive	officers	named	in	the	Summary	Compensation	Table	in	Item	11	above;	and
	
•
all	current	directors	and	executive	officers	of	Tesla	as	a	group.
In	computing	the	number	of	shares	of	common	stock	beneficially	owned	by	a	person	and	the	percentage	ownership	of	that	person,	we	deemed	to
be	outstanding	all	shares	of	common	stock	subject	to	options	or	other	convertible	securities	held	by	that	person	or	entity	that	are	currently	exercisable	or
exercisable	within	60	days	of	December	31,	2021.	We	did	not	deem	these	shares	outstanding,	however,	for	the	purpose	of	computing	the	percentage
ownership	of	any	other	person.	Applicable	percentage	ownership	is	based	on	
1,033,171,787
	shares	of	Tesla’s	common	stock	outstanding	at	December	31,
2021.
Unless	otherwise	indicated,	all	persons	named	below	can	be	reached	at	Tesla,	Inc.,	1	Tesla	Road,	Austin,	Texas	78725.
	
Beneficial	Owner	Name
	
Shares
Beneficially
Owned
	
		
Percentage
of	Shares
Beneficially
Owned
	
5%	Stockholders
	
	
	
	
	
	
	
	
Elon	Musk(1)
	
	
231,715,206
	
	
	
21.2
%
The	Vanguard	Group(2)
	
	
62,448,572


key: chroma:document
string_value:
62,448,572
	
	
	
6.0
%
Blackrock,	Inc.(3)
	
	
52,918,395
	
	
	
5.1
%
Named	Executive	Officers	&	Directors
	
	
	
	
	
	
	
	
Elon	Musk(1)
	
	
231,715,206
	
	
	
21.2
%
Zachary	J.	Kirkhorn(4)
	
	
635,271
	
	
	
*
	
Andrew	Baglino(5)
	
	
257,383
	
	
	
*
	
Robyn	Denholm(6)
	
	
654,159
	
	
	
*
	
Ira	Ehrenpreis(7)
	
	
560,335
	
	
	
*
	
Lawrence	J.	Ellison(8)
	
	
15,270,141
	
	
	
1.5
%
Hiromichi	Mizuno(9)
	
	
117,230
	
	
	
*
	
James	Murdoch(10)
	
	
475,765
	
	
	
*
	
Kimbal	Musk(11)
	
	
683,490
	
	
	
*
	
Kathleen	Wilson-Thompson(12)
	
	
260,139
	
	
	
*
	
All	current	executive	officers	and	directors	as	a	group	(10	persons)(13)
	
	
250,629,119
	
	
	
22.9
%
	
*
Represents	beneficial	ownership	of	less	than	1%.
(1)
Includes	(i)	172,608,251	shares	held	of	record	by	the	Elon	Musk	Revocable	Trust	dated	July	22,	2003	and	(ii)	59,106,955	shares	issuable	to	Mr.


key: chroma:document
string_value:
Musk	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2020.	Includes	92,331,125	shares	pledged	as	collateral	to	secure
certain	personal	indebtedness.
(2)
Includes	shares	beneficially	owned	by	The	Vanguard	Group,	of	which	The	Vanguard	Group	has	shared	voting	power	over	1,388,053	shares,	sole
dispositive	power	over	59,059,842	shares	and	shared	dispositive	power	over	3,388,730	shares.	The	address	for	The	Vanguard	Group	is	100
Vanguard	Blvd.,	Malvern,	PA	19355.	The	foregoing	information	is	based	solely	on	Schedule	13G	of	The	Vanguard	Group	filed	on	February	10,
2022,	which	we	do	not	know	or	have	reason	to	believe	is	not	complete	or	accurate	and	on	which	we	are	relying	pursuant	to	applicable	SEC
regulations.
(3)
Includes	shares	beneficially	owned	by	BlackRock,	Inc.,	of	which	Blackrock,	Inc.	has	sole	voting	power	over	45,516,860	shares	and	sole	dispositive
power	over	52,918,395	shares.	The	address	for	Blackrock,	Inc.	is	55	East	52nd	Street,	New	York,	NY	10055.	The	foregoing	information	is	based
solely	on	Schedule	13G	of
23


key: chroma:document
string_value:
Blackrock,	Inc.
	filed	on	
March	11
,	202
2
,	which	we	do	not	know	or	have	reason	to	believe	is	not	complete	or	accurate	and	on	which	we	are	relying
pursuant	to	applicable	SEC	regulations.
(4)
Includes	576,687	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(
5
)
Includes	238,134	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(
6
)
Includes	649,159	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(
7
)
Includes	370,000	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(
8
)
Includes	263,891	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(
9
)
Includes	117,230	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.
(1
0
)
Includes	(i)	52,425	shares	held	by	the	Seven	Hills	Trust	and	(ii)	423,340	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after
December	31,	2021.
(1
1
)
Includes	172,250	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.	Includes	511,240	shares	pledged
as	collateral	to	secure	certain	personal	indebtedness.
(1
2
)
Includes	258,339	shares	issuable	upon	exercise	of	options	exercisable	within	60	days	after	December	31,	2021.


key: chroma:document
string_value:
(1
3
)
Includes	62,175,985	shares	issuable	upon	exercise	of	options	held	by	our	current	executive	officers	and	directors	within	60	days	after	December
31,	2021.
I
TEM	13.
CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE
Review	of	Related	Party	Transactions
In	accordance	with	the	charter	for	the	Audit	Committee	of	the	Board,	our	Audit	Committee	reviews	and	approves	in	advance	any	proposed	related
person	transactions.
For	purposes	of	these	procedures,	“related	person”	and	“transaction”	have	the	meanings	contained	in	Item	404	of	Regulation	S-K.
The	individuals	and	entities	that	are	considered	“related	persons”	include:
	
•
Directors	and	executive	officers	of	Tesla;
	
•
Any	person	known	to	be	the	beneficial	owner	of	five	percent	or	more	of	Tesla’s	common	stock	(a	“5%	Stockholder”);	and
	
•
Any	immediate	family	member,	as	defined	in	Item	404(a)	of	Regulation	S-K,	of	a	director,	executive	officer	or	5%	Stockholder.
In	accordance	with	our	Related	Person	Transactions	Policy	and	Procedures,	the	Audit	Committee	must	review	and	approve	all	transactions	in
which	(i)	Tesla	or	one	of	its	subsidiaries	is	a	participant,	(ii)	the	amount	involved	exceeds	$120,000	and	(iii)	a	related	person	has	a	direct	or	indirect
material	interest,	other	than	transactions	available	to	all	Tesla	employees	generally.
In	assessing	a	related	party	transaction	brought	before	it	for	approval	the	Audit	Committee	considers,	among	other	factors	it	deems	appropriate,


key: chroma:document
string_value:
whether	the	related	party	transaction	is	on	terms	no	less	favorable	than	terms	generally	available	to	an	unaffiliated	third-party	under	the	same	or	similar
circumstances	and	the	extent	of	the	related	person’s	interest	in	the	transaction.	The	Audit	Committee	may	then	approve	or	disapprove	the	transaction	in
its	discretion.
Any	related	person	transaction	will	be	disclosed	in	the	applicable	SEC	filing	as	required	by	the	rules	of	the	SEC.
24


key: chroma:document
string_value:
Related	Party	
Transactions
SpaceX
Elon	Musk	is	the	Chief	Executive	Officer,	Chief	Technical	Officer	and	a	significant	stockholder	of	SpaceX.	Kimbal	Musk	and	Antonio	Gracias,	who
are	or	were	members	of	the	Board	in	2021,	are	also	members	of	the	board	of	directors	of	SpaceX.	In	addition,	certain	members	of	the	Board,	and/or
investment	funds	affiliated	with	them,	have	made	minority	investments	in	SpaceX.
SpaceX	has	purchased	and	may	purchase	in	the	future	certain	vehicle	components	from	Tesla,	including	with	modifications	for	non-vehicle
applications.	The	prices	for	such	components	and	any	associated	labor	and	support,	which	were	negotiated	in	good	faith	and	were	consistent	with	prices
offered	to	other	third	parties	to	whom	any	such	components	have	been	sold,	were	$2.8	million	in	the	aggregate	in	2021	and	$0.2	million	in	the	aggregate
in	2022	through	March.
SpaceX	purchased	solar	modules	from	Tesla	for	an	aggregate	$0.04	million	in	2021.	The	prices	were	negotiated	in	good	faith.
SpaceX	purchased	refurbished	power	supplies	and	related	services	from	Tesla	for	an	aggregate	$0.1	million	in	2021.	The	prices	were	negotiated
in	good	faith.
Tesla	has	provided	SpaceX	certain	engineering	support	and	resources	from	time	to	time	upon	the	mutual	agreement	of	the	parties	and	at	costs
per	hour	that	were	negotiated	in	good	faith.	SpaceX	incurred	an	aggregate	$0.01	million	in	2021	for	such	support	and	resources.
In	2020,	Tesla	granted	to	SpaceX	a	limited	non-perpetual	license	to	certain	software,	as	to	which	Tesla	retains	all	intellectual	property	rights.


key: chroma:document
string_value:
Such	license	was	renewed	in	2022	and	will	expire	no	later	than	2023.	SpaceX	incurred	an	aggregate	$0.1	million	in	2021	and	is	expected	to	incur	an
aggregate	$0.03	million	in	2022	for	the	license.	The	aggregate	fees	for	the	license	through	its	expected	term	were	negotiated	in	good	faith.
In	2022,	Tesla	purchased	back	from	SpaceX	a	transformer	in	exchange	for	an	aggregate	$0.05	million	in	design	services	which	Tesla	provided.		
Since	April	2016,	SpaceX	has	invoiced	Tesla	for	our	use	of	an	aircraft	owned	and	operated	by	SpaceX	at	rates	determined	by	Tesla	and	SpaceX,
subject	to	rules	of	the	Federal	Aviation	Administration	governing	such	arrangements.	Tesla	incurred	$0.5	million	in	2021	and	has	incurred	$0.1	million	in
2022	through	March.
Other	Transactions
	
Tesla	periodically	does	business	with	certain	entities	its	directors	are	affiliated	with	Such	transactions	are	done	
on	terms	no	less	favorable	than
terms	generally	available	to	an	unaffiliated	third-party	under	the	same	or	similar	circumstances
.
In	the	ordinary	course	of	business,	we	enter	into	offer	letters	with	our	executive	officers.	We	have	also	entered	into	indemnification	agreements
with	each	of	our	directors	and	officers.	The	indemnification	agreements	and	our	certificate	of	incorporation	and	bylaws	require	us	to	indemnify	our
directors	and	officers	to	the	fullest	extent	permitted	by	Delaware	law.	
In	relation	to	our	CEO’s	exercise	of	stock	options	and	sale	of	common	stock	from


key: chroma:document
string_value:
the	2012	CEO	Performance	Award,	Tesla	withheld	the	appropriate	amount	of	taxes.	However,	given	the	significant	amounts	involved,	our	CEO	entered
into	an	indemnification	agreement	with	us	in	November	2021	to	indemnify	the	Company	for	additional	taxes	owed,	if	any
.		
25


key: chroma:document
string_value:
Director	In
dependence
The	Board	periodically	assesses,	with	the	recommendation	of	the	Nominating	and	Corporate	Governance	Committee,	the	independence	of	its	non-
employee	members	as	defined	in	the	listing	standards	of	NASDAQ	and	applicable	laws.	The	Board	undertook	an	analysis	for	each	non-employee	director
and	considered	all	relevant	facts	and	circumstances,	including	the	director’s	other	commercial,	accounting,	legal,	banking,	consulting,	charitable	and
familial	relationships.	The	Board	determined	that	with	respect	to	each	of	its	current	members	other	than	Elon	Musk,	who	is	our	Chief	Executive	Officer,
and	Kimbal	Musk,	who	is	Elon	Musk’s	brother,	there	are	no	disqualifying	factors	with	respect	to	director	independence	enumerated	in	the	listing
standards	of	NASDAQ	or	any	relationships	that	would	interfere	with	the	exercise	of	independent	judgment	in	carrying	out	the	responsibilities	of	a
director,	and	that	each	such	member	is	an	“independent	director”	as	defined	in	the	listing	standards	of	NASDAQ	and	applicable	laws.
In	particular,	the	Board	reviewed	the	following	considerations:
	
•
Ira	Ehrenpreis,	Antonio	Gracias	(prior	to	his	departure	from	the	Board	in	October	2021),	James	Murdoch,	Elon	Musk,	Kimbal	Musk,
and/or	investment	funds	affiliated	with	them,	have	made	minority	investments	in	certain	companies	or	investment	funds	(i)	of	which	other
Tesla	directors	are	founders,	significant	stockholders,	directors,	officers,	or	managers,	and/or	(ii)	with	which	Tesla	has	had	certain
relationships,	such	as	those	set	forth	in	“
Related	Party	Transactions
”	under	this	Item	13	above.	The	Board	concluded	that	none	of	these


key: chroma:document
string_value:
investments	are	material	so	as	to	impede	the	exercise	of	independent	judgment	by	any	of	Messrs.	Ehrenpreis,	Gracias	or	Mr.	Murdoch,
and	that	none	of	them	has	a	direct	or	indirect	interest	in	any	transaction	between	Tesla	and	another	company	such	as	those	set	forth	in
“
Related	Party	Transactions
”	under	this	Item	13	above.
	
•
Mr.	Gracias	is	a	director	of	SpaceX,	(i)	of	which	Elon	Musk	and	Kimbal	Musk	are	also	directors,	and	(ii)	with	which	Tesla	has	had	certain
relationships,	such	as	those	set	forth	in	“
Related	Party	Transactions—SpaceX
”	under	this	Item	13	above.	The	Board	concluded	that	Mr.
Gracias	is	an	experienced	investment	professional	who	has	served	on	the	boards	of	multiple	companies	without	conflict	or	impairment	of
independent	judgment.
	
•
Lawrence	J.	Ellison,	and/or	entities	affiliated	with	him,	have	purchased	certain	Tesla	products	and	services	from	Tesla.	The	Board
concluded	that	such	purchases	were	negotiated	and	completed	through	ordinary	course	sales	processes	in	good	faith	on	terms	generally
available	to	similar	customers,	and	would	not	impair	the	independent	judgment	of	Mr.	Ellison.
	
•
Mr.	Ellison	is	an	officer	of	a	company	from	which	Tesla	has	purchased	business	services.	The	Board	concluded	that	such	purchases	were
for	standard	offerings	in	the	ordinary	course	of	business	pursuant	to	good	faith	contracting	processes	in	which	Mr.	Ellison	was	neither
involved	nor	had	any	material	interest.
	
•


key: chroma:document
string_value:
•
As	previously	disclosed	by	Tesla,	Elon	Musk	had	previously	agreed	to	provide	certain	directors’	and	officers’	indemnity	coverage	to	us
from	his	personal	funds,	which	the	Board	concluded	did	not	impair	the	independent	judgment	of	the	other	members	of	the	Board.
I
TEM	14.
PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES
Principal	Accounting	Fees	and	Services
The	following	table	presents	fees	billed	for	professional	audit	services	and	other	services	rendered	to	Tesla	by	PricewaterhouseCoopers	LLP	for
the	years	ended	December	31,	2020	and	2021.	The	dollar	amounts	in	the	table	and	accompanying	footnotes	are	in	thousands.
	
	
	
	
	
	
	
	
	
	
	
	
	
2020
	
	
2021
	
Audit	Fees	(1)
		
$
12,965
	
		
$
14,156
	
Audit-Related	Fees(2)
		
	
—
	
		
	
184
	
Tax	Fees	(3)
		
	
1,456
	
		
	
2,876
	
All	Other	Fees	(4)
		
	
103
	
		
	
62
	
	
	
	
	
	
	
	
	
	
26


key: chroma:document
string_value:
Total
		
$
14,524
	
		
$
17,278
	
	
(1)
Audit	Fees	consist	of	fees	for	professional	services	rendered	for	the	audit	of	Tesla’s	consolidated	financial	statements	included	in	Tesla’s	Annual
Report	on	Form	10-K	and	for	the	review	of	the	financial	statements	included	in	Tesla’s	Quarterly	Reports	on	Form	10-Q,	as	well	as	services	that
generally	only	Tesla’s	independent	registered	public	accounting	firm	can	reasonably	provide,	including	statutory	audits	and	services	rendered	in
connection	with	SEC	filings.	The	Audit	Fees	incurred	in	2020	also	include	fees	of	$825,	relating	to	services	performed	in	connection	with	Tesla’s
securities	offerings,	including	comfort	letters,	consents	and	review	of	documents	filed	with	the	SEC	and	other	offering	documents.
(
2
)
Audit-Related	Fees	in	2021	consisted	of	fees	for	professional	services	for	certain	agreed	upon	procedures	in	conjunction	with	certain	financing
transactions	and	other	attestation	services.
(3)
Tax	Fees	in	2020	and	2021	consisted	of	fees	related	to	consultation,	tax	planning	and	compliance	services.
(
4
)
Fees	for	2020	consisted	of	fees	for	a	Gigafactory	Berlin	current	state	assessment	and	accounting	research	software.	Other	Fees	in	2021	consisted
of	fees	for	accounting	research	software	and	the	assessment	of	non-financial	metrics	and	documentation.
27


key: chroma:document
string_value:
Pre-Approval	of	Audit	and	Non-Audit	Services
Tesla’s	Audit	Committee	has	adopted	a	policy	for	pre-approving	audit	and	non-audit	services	and	associated	fees	of	Tesla’s	independent
registered	public	accounting	firm.	Under	this	policy,	the	Audit	Committee	must	pre-	approve	all	services	and	associated	fees	provided	to	Tesla	by	its
independent	registered	public	accounting	firm,	with	certain	
de	minimis
	exceptions	described	in	the	policy.
All	PricewaterhouseCoopers	LLP	services	and	fees	in	fiscal	2020	and	2021	were	pre-approved	by	the	Audit	Committee.
	
28


key: chroma:document
string_value:
PART	IV
ITEM	15.
EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES
	
1.
Financial	statements	(see	
Index	to	Consolidated	Financial	Statements
	in	Part	II,	Item	8	of	the	Original	Form	10-K).
	
2.
All	financial	statement	schedules	have	been	omitted	since	the	required	information	was	not	applicable	or	was	not	present	in	amounts	sufficient	to
require	submission	of	the	schedules,	or	because	the	information	required	is	included	in	the	consolidated	financial	statements	or	the
accompanying	notes.
	
3.
The	exhibits	listed	in	the	following	
Index	to	Exhibits
	are	filed	or	incorporated	by	reference	as	part	of	this	report.
	
	
29


key: chroma:document
string_value:
INDEX	TO	EXHIBITS
	
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.1
		
Amended	and	Restated	Certificate	of	Incorporation	of
the	Registrant.
		
10-K
		
001-34756
		
3.1
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.2
	
Certificate	of	Amendment	to	the	Amended	and
Restated	Certificate	of	Incorporation	of	the	Registrant.
	
10-K
	
001-34756
	
3.2
	
March	1,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				3.3
		
Amended	and	Restated	Bylaws	of	the	Registrant.
		
8-K
		
001-34756
		
3.2
		
February	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.1
		
Specimen	common	stock	certificate	of	the	Registrant.
		
10-K
		
001-34756
		
4.1
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.2
		
Fifth	Amended	and	Restated	Investors’	Rights
Agreement,	dated	as	of	August	31,	2009,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.


key: chroma:document
string_value:
capital	stock	named	therein.
		
S-1
		
333-164593
		
4.2
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.3
		
Amendment	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	20,	2010,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
S-1/A
		
333-164593
		
4.2A
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.4
		
Amendment	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement	between	Registrant,	Toyota	Motor
Corporation	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
S-1/A
		
333-164593
		
4.2B
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.5
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	June	14,	2010,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
S-1/A
		
333-164593
		
4.2C
		
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.6
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	November	2,	2010,


key: chroma:document
string_value:
between	Registrant	and	certain	holders	of	the
Registrant’s	capital	stock	named	therein.
		
8-K
		
001-34756
		
4.1
		
November	4,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.7
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	22,	2011,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
S-1/A
		
333-174466
		
4.2E
		
June	2,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.8
		
Amendment	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	30,	2011,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
		
8-K
		
001-34756
		
4.1
		
June	1,	2011
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
30


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.9
		
Sixth	Amendment	to	Fifth	Amended	and	Restated
Investors’	Rights	Agreement,	dated	as	of	May	15,	2013
among	the	Registrant,	the	Elon	Musk	Revocable	Trust
dated	July	22,	2003	and	certain	other	holders	of	the
capital	stock	of	the	Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
May	20,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.10
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	14,	2013,	between
the	Registrant	and	certain	holders	of	the	capital	stock
of	the	Registrant	named	therein.
		
8-K
		
001-34756
		
4.2
		
May	20,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.11
		
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	August	13,	2015,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
August	19,	2015
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.12


key: chroma:document
string_value:
4.12
		
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	18,	2016,	between
the	Registrant	and	certain	holders	of	the	capital	stock
of	the	Registrant	named	therein.
		
8-K
		
001-34756
		
4.1
		
May	24,	2016
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.13
	
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	March	15,	2017,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
	
8-K
		
001-34756
		
4.1
		
March	17,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.14
	
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	1,	2019,	between
the	Registrant	and	certain	holders	of	the	capital	stock
of	the	Registrant	named	therein.
	
8-K
		
001-34756
		
4.1
		
May	3,	2019
		
	
				4.15
		
Indenture,	dated	as	of	May	22,	2013,	by	and	between
the	Registrant	and	U.S.	Bank	National	Association.
		
8-K
		
001-34756
		
4.1
		
May	22,	2013
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.16
	
Third	Supplemental	Indenture,	dated	as	of	March	5,


key: chroma:document
string_value:
2014,	by	and	between	the	Registrant	and	U.S.	Bank
National	Association.
	
8-K
	
001-34756
	
4.4
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.17
	
Form	of	1.25%	Convertible	Senior	Note	Due	March	1,
2021	(included	in	Exhibit	4.16).
	
8-K
	
001-34756
	
4.4
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.18
	
Fourth	Supplemental	Indenture,	dated	as	of	March	22,
2017,	by	and	between	the	Registrant	and	U.S.	Bank
National	Association.
	
8-K
	
001-34756
	
4.2
	
March	22,	2017
	
	
31


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.19
	
Form	of	2.375%	Convertible	Senior	Note	Due	March
15,	2022	(included	in	Exhibit	4.18).
	
8-K
	
001-34756
	
4.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.20
	
Fifth	Supplemental	Indenture,	dated	as	of	May	7,
2019,	by	and	between	Registrant	and	U.S.	Bank
National	Association,	related	to	2.00%	Convertible
Senior	Notes	due	May	15,	2024.
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.21
	
Form	of	2.00%	Convertible	Senior	Notes	due	May	15,
2024	(included	in	Exhibit	4.20).
	
8-K
	
001-34756
	
4.2
	
May	8,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.22
	
Indenture,	dated	as	of	August	18,	2017,	by	and	among
the	Registrant,	SolarCity,	and	U.S.	Bank	National
Association,	as	trustee.
	
8-K


key: chroma:document
string_value:
Association,	as	trustee.
	
8-K
	
001-34756
	
4.1
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.23
	
Form	of	5.30%	Senior	Note	due	August	15,	2025
.
	
8-K
	
001-34756
	
4.2
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.24
	
Indenture,	dated	as	of	October	15,	2014,	between
SolarCity	and	U.S.	Bank	National	Association,	as
trustee.
	
S-3ASR(1)
	
333-199321
	
4.1
	
October	15,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.25
	
Eighth	Supplemental	Indenture,	dated	as	of	January
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.00%	Solar	Bonds,	Series
2015/4-7.
	
8-K(1)
	
001-35758
	
4.5
	
January	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.26
	
Tenth	Supplemental	Indenture,	dated	as	of	March	9,
2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
2015/6-10.
	
8-K(1)
	
001-35758
	
4.3
	
March	9,	2015


key: chroma:document
string_value:
March	9,	2015
	
	
				4.27
	
Eleventh	Supplemental	Indenture,	dated	as	of	March
9,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
2015/7-15.
	
8-K(1)
	
001-35758
	
4.4
	
March	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.28
	
Fifteenth	Supplemental	Indenture,	dated	as	of	March
19,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C4-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
32


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.29
	
Sixteenth	Supplemental	Indenture,	dated	as	of	March
19,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C5-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	19,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.30
	
Twentieth	Supplemental	Indenture,	dated	as	of	March
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C9-10.
	
8-K(1)
	
001-35758
	
4.5
	
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.31
	
Twenty-First	Supplemental	Indenture,	dated	as	of
March	26,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C10-15.
	
8-K(1)
	
001-35758
	
4.6
	
March	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.32
	
Twenty-Sixth	Supplemental	Indenture,	dated	as	of


key: chroma:document
string_value:
April	2,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C14-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	2,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.33
	
Thirtieth	Supplemental	Indenture,	dated	as	of	April	9,
2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C19-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.34
	
Thirty-First	Supplemental	Indenture,	dated	as	of	April
9,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C20-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	9,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.35
	
Thirty-Fifth	Supplemental	Indenture,	dated	as	of	April
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C24-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	14,	2015


key: chroma:document
string_value:
4.36
	
Thirty-Sixth	Supplemental	Indenture,	dated	as	of	April
14,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C25-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.37
	
Thirty-Eighth	Supplemental	Indenture,	dated	as	of
April	21,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C27-10.
	
8-K(1)
	
001-35758
	
4.3
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
33


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.38
	
Thirty-Ninth	Supplemental	Indenture,	dated	as	of	April
21,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C28-15.
	
8-K(1)
	
001-35758
	
4.4
	
April	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.39
	
Forty-Third	Supplemental	Indenture,	dated	as	of	April
27,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C32-10.
	
8-K(1)
	
001-35758
	
4.5
	
April	27,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.40
	
Forty-Fourth	Supplemental	Indenture,	dated	as	of
April	27,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C33-15.
	
8-K(1)
	
001-35758
	
4.6
	
April	27,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.41


key: chroma:document
string_value:
4.41
	
Forty-Eighth	Supplemental	Indenture,	dated	as	of	May
1,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
2015/12-10.
	
8-K(1)
	
001-35758
	
4.5
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.42
	
Forty-Ninth	Supplemental	Indenture,	dated	as	of	May
1,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
2015/13-15.
	
8-K(1)
	
001-35758
	
4.6
	
May	1,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.43
	
Fifty-Second	Supplemental	Indenture,	dated	as	of	May
11,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C36-10
.
	
8-K(1)
	
001-35758
	
4.4
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.44
	
Fifty-Third	Supplemental	Indenture,	dated	as	of	May
11,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C37-15.
	
8-K(1)
	
001-35758


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.5
	
May	11,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.45
	
Fifty-Seventh	Supplemental	Indenture,	dated	as	of
May	18,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C40-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	18,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.46
	
Fifty-Eighth	Supplemental	Indenture,	dated	as	of	May
18,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C41-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	18,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
34


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.47
	
Sixty-First	Supplemental	Indenture,	dated	as	of	May
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C44-10.
	
8-K(1)
	
001-35758
	
4.4
	
May	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.48
	
Sixty-Second	Supplemental	Indenture,	dated	as	of	May
26,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C45-15.
	
8-K(1)
	
001-35758
	
4.5
	
May	26,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.49
	
Seventieth	Supplemental	Indenture,	dated	as	of	June
16,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C52-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.50


key: chroma:document
string_value:
4.50
	
Seventy-First	Supplemental	Indenture,	dated	as	of
June	16,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C53-15.
	
8-K(1)
	
001-35758
	
4.5
	
June	16,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.51
	
Seventy-Fourth	Supplemental	Indenture,	dated	as	of
June	22,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C56-10.
	
8-K(1)
	
001-35758
	
4.4
	
June	23,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.52
	
Seventy-Fifth	Supplemental	Indenture,	dated	as	of
June	22,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C57-15
.
	
8-K(1)
	
001-35758
	
4.5
	
June	23,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.53
	
Eightieth	Supplemental	Indenture,	dated	as	of	June
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C61-10.
	
8-K(1)
	
001-35758


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.5
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.54
	
Eighty-First	Supplemental	Indenture,	dated	as	of	June
29,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C62-15.
	
8-K(1)
	
001-35758
	
4.6
	
June	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.55
	
Ninetieth	Supplemental	Indenture,	dated	as	of	July	20,
2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	4.70%	Solar	Bonds,	Series
2015/C71-10.
	
8-K(1)
	
001-35758
	
4.5
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
35


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.56
	
Ninety-First	Supplemental	Indenture,	dated	as	of	July
20,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.45%	Solar	Bonds,	Series
2015/C72-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	21,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.57
	
Ninety-Fifth	Supplemental	Indenture,	dated	as	of	July
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.00%	Solar	Bonds,	Series
2015/20-10.
	
8-K(1)
	
001-35758
	
4.5
	
July	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.58
	
Ninety-Sixth	Supplemental	Indenture,	dated	as	of	July
31,	2015,	by	and	between	SolarCity	and	the	Trustee,
related	to	SolarCity’s	5.75%	Solar	Bonds,	Series
2015/21-15.
	
8-K(1)
	
001-35758
	
4.6
	
July	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.59


key: chroma:document
string_value:
4.59
	
One	Hundred-and-Fifth	Supplemental	Indenture,	dated
as	of	August	10,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C81-10.
	
8-K(1)
	
001-35758
	
4.5
	
August	10,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.60
	
One	Hundred-and-Eleventh	Supplemental	Indenture,
dated	as	of	August	17,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C87-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.61
	
One	Hundred-and-Sixteenth	Supplemental	Indenture,
dated	as	of	August	24,	2015,	by	and	between	SolarCity
and	the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C92-15.
	
8-K(1)
	
001-35758
	
4.6
	
August	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.62
	
One	Hundred-and-Twenty-First	Supplemental
Indenture,	dated	as	of	August	31,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C97-15.


key: chroma:document
string_value:
8-K(1)
	
001-35758
	
4.6
	
August	31,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.63
	
One	Hundred-and-Twenty-Eighth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C101-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	15,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
36


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.64
	
One	Hundred-and-Twenty-Ninth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C102-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	15,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.65
	
One	Hundred-and-Thirty-Third	Supplemental
Indenture,	dated	as	of	September	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C106-10.
	
8-K(1)
	
001-35758
	
4.5
	
September	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.66
	
One	Hundred-and-Thirty-Fourth	Supplemental
Indenture,	dated	as	of	September	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C107-15.
	
8-K(1)
	
001-35758
	
4.6
	
September	29,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.67


key: chroma:document
string_value:
4.67
	
One	Hundred-and-Thirty-Eighth	Supplemental
Indenture,	dated	as	of	October	13,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C111-10.
	
8-K(1)
	
001-35758
	
4.5
	
October	13,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.68
	
One	Hundred-and-Forty-Third	Supplemental
Indenture,	dated	as	of	October	30,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.00%	Solar	Bonds,	Series	2015/25-10.
	
8-K(1)
	
001-35758
	
4.5
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.69
	
One	Hundred-and-Forty-Fourth	Supplemental
Indenture,	dated	as	of	October	30,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.75%	Solar	Bonds,	Series	2015/26-15.
	
8-K(1)
	
001-35758
	
4.6
	
October	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.70
	
One	Hundred-and-Forty-Eighth	Supplemental
Indenture,	dated	as	of	November	4,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C116-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	4,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
37


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.71
	
One	Hundred-and-Fifty-Third	Supplemental	Indenture,
dated	as	of	November	16,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	4.70%
Solar	Bonds,	Series	2015/C121-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.72
	
One	Hundred-and-Fifty-Fourth	Supplemental
Indenture,	dated	as	of	November	16,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C122-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	17,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.73
	
One	Hundred-and-Fifty-Eighth	Supplemental
Indenture,	dated	as	of	November	30,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C126-10.
	
8-K(1)
	
001-35758
	
4.5
	
November	30,	2015


key: chroma:document
string_value:
4.74
	
One	Hundred-and-Fifty-Ninth	Supplemental	Indenture,
dated	as	of	November	30,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s	5.45%
Solar	Bonds,	Series	2015/C127-15.
	
8-K(1)
	
001-35758
	
4.6
	
November	30,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.75
	
One	Hundred-and-Sixty-Third	Supplemental
Indenture,	dated	as	of	December	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C131-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.76
	
One	Hundred-and-Sixty-Fourth	Supplemental
Indenture,	dated	as	of	December	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C132-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	14,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.77
	
One	Hundred-and-Sixty-Eighth	Supplemental
Indenture,	dated	as	of	December	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C136-10.
	
8-K(1)
	
001-35758
	
4.5
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
38


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.78
	
One	Hundred-and-Sixty-Ninth	Supplemental
Indenture,	dated	as	of	December	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C137-15.
	
8-K(1)
	
001-35758
	
4.6
	
December	28,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.79
	
One	Hundred-and-Seventy-Third	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.00%	Solar	Bonds,	Series	2016/4-10.
	
8-K(1)
	
001-35758
	
4.5
	
January	29,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
				4.80
	
One	Hundred-and-Seventy-Fourth	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.75%	Solar	Bonds,	Series	2016/5-15.
	
8-K(1)
	
001-35758
	
4.6
	
January	29,	2016


key: chroma:document
string_value:
4.81
	
Description	of	Registrant’s	Securities
	
10-K
	
001-34756
	
4.119
	
February	13,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.1**
		
Form	of	Indemnification	Agreement	between	the
Registrant	and	its	directors	and	officers.
		
S-1/A
		
333-164593
		
10.1
		
June	15,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.2**
		
2003	Equity	Incentive	Plan.
		
S-1/A
		
333-164593
		
10.2
		
May	27,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.3**
		
Form	of	Stock	Option	Agreement	under	2003	Equity
Incentive	Plan.
		
S-1
		
333-164593
		
10.3
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.4**
		
Amended	and	Restated	2010	Equity	Incentive	Plan.
		
10-K
		
001-34756
		
10.4
	
February	23,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.5**
		
Form	of	Stock	Option	Agreement	under	2010	Equity
Incentive	Plan.
		
10-K
		
001-34756
		
10.6
		
March	1,	2017


key: chroma:document
string_value:
10.6
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.6**
		
Form	of	Restricted	Stock	Unit	Award	Agreement
under	2010	Equity	Incentive	Plan.
		
10-K
		
001-34756
		
10.7
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.7**
		
Amended	and	Restated	2010	Employee	Stock
Purchase	Plan,	effective	as	of	February	1,	2017.
	
10-K
		
001-34756
		
10.8
		
March	1,	2017
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.8**
		
2019	Equity	Incentive	Plan.
		
S-8
		
333-232079
		
4.2
	
June	12,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.9**
		
Form	of	Stock	Option	Agreement	under	2019	Equity
Incentive	Plan.
		
S-8
		
333-232079
		
4.3
		
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
39


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.10**
		
Form	of	Restricted	Stock	Unit	Award	Agreement
under	2019	Equity	Incentive	Plan.
		
S-8
		
333-232079
		
4.4
		
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.11**
		
Employee	Stock	Purchase	Plan,	effective	as	of	June	12,
2019.
		
S-8
		
333-232079
		
4.5
		
June	12,	2019
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.12**
	
2007	SolarCity	Stock	Plan	and	form	of	agreements
used	thereunder.
	
S-1(1)
	
333-184317
	
10.2
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.13**
	
2012	SolarCity	Equity	Incentive	Plan	and	form	of
agreements	used	thereunder.
	
S-1(1)
	
333-184317
	
10.3
	
October	5,	2012
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.14**
	
2010	Zep	Solar,	Inc.	Equity	Incentive	Plan	and	form	of
agreements	used	thereunder.
	
S-8(1)


key: chroma:document
string_value:
S-8(1)
	
333-192996
	
4.5
	
December	20,	2013
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.15**
		
Offer	Letter	between	the	Registrant	and	Elon	Musk
dated	October	13,	2008.
		
S-1
		
333-164593
		
10.9
		
January	29,	2010
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.16**
	
Performance	Stock	Option	Agreement	between	the
Registrant	and	Elon	Musk	dated	January	21,	2018.
	
DEF	14A
	
001-34756
	
Appendix	A
	
February	8,	2018
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.17**
	
Maxwell	Technologies,	Inc.	2005	Omnibus	Equity
Incentive	Plan,	as	amended	through	May	6,	2010
	
8-K(2)
	
001-15477
	
10.1
	
May	10,	2010
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.18**
	
Maxwell	Technologies,	Inc.	2013	Omnibus	Equity
Incentive	Plan
	
DEF	14A(2)
	
001-15477
	
Appendix	A
	
June	2,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.19
	
Indemnification	Agreement,	effective	as	of	June	23,
2020,	between	Registrant	and	Elon	R.	Musk.


key: chroma:document
string_value:
10-Q
	
001-34756
	
10.4
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.20
	
Indemnification	Agreement,	dated	as	of	February	27,
2014,	by	and	between	the	Registrant	and	J.P.	Morgan
Securities	LLC.
	
8-K
	
001-34756
	
10.1
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.21
	
Form	of	Call	Option	Confirmation	relating	to	1.25%
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.3
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.22
	
Form	of	Warrant	Confirmation	relating	to	1.25%
Convertible	Senior	Notes	Due	March	1,	2021.
	
8-K
	
001-34756
	
10.5
	
March	5,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.23
	
Form	of	Call	Option	Confirmation	relating	to	2.375%
Convertible	Notes	due	March	15,	2022
.
	
8-K
	
001-34756
	
10.1
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
40


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.24
	
Form	of	Warrant	Confirmation	relating	to	2.375%
Convertible	Notes	due	March	15,	2022.
	
8-K
	
001-34756
	
10.2
	
March	22,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.25
	
Form	of	Call	Option	Confirmation	relating	to	2.00%
Convertible	Senior	Notes	due	May	15,	2024
.
	
8-K
	
001-34756
	
10.1
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.26
	
Form	of	Warrant	Confirmation	relating	to	2.00%
Convertible	Senior	Notes	due	May	15,	2024.
	
8-K
	
001-34756
	
10.2
	
May	3,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.27†
		
Supply	Agreement	between	Panasonic	Corporation
and	the	Registrant	dated	October	5,	2011.
		
10-K
		
001-34756
		
10.50
		
February	27,	2012
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.28†
		
Amendment	No.	1	to	Supply	Agreement	between


key: chroma:document
string_value:
Amendment	No.	1	to	Supply	Agreement	between
Panasonic	Corporation	and	the	Registrant	dated
October	29,	2013.
		
10-K
		
001-34756
		
10.35A
		
February	26,	2014
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.29
	
Agreement	between	Panasonic	Corporation	and	the
Registrant	dated	July	31,	2014.
	
10-Q
	
001-34756
	
10.1
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.30†
	
General	Terms	and	Conditions	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
8-K
	
001-34756
	
10.2
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.31
	
Letter	Agreement,	dated	as	of	February	24,	2015,
regarding	addition	of	co-party	to	General	Terms	and
Conditions,	Production	Pricing	Agreement	and
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant.
	
10-K
	
001-34756
	
10.25A
	
February	24,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.32†
	
Amendment	to	Gigafactory	General	Terms,	dated
March	1,	2016,	by	and	among	the	Registrant,
Panasonic	Corporation	and	Panasonic	Energy
Corporation	of	North	America.
	
8-K
	
001-34756


key: chroma:document
string_value:
8-K
	
001-34756
	
10.1
	
October	11,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.33††
	
Amended	and	Restated	General	Terms	and	Conditions
for	Gigafactory,	entered	into	on	June	10,	2020,	by	and
among	Registrant,	Tesla	Motors	Netherlands	B.V.,
Panasonic	Corporation	and	Panasonic	Corporation	of
North	America
.
	
10-Q
	
001-34756
	
10.2
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.34†
	
Production	Pricing	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
10-Q
	
001-34756
	
10.3
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
41


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.35†
	
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,	2014.
	
10-Q
	
001-34756
	
10.4
	
November	7,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.36
	
Amendment	to	Gigafactory	Documents,	dated	April	5,
2016,	by	and	among	the	Registrant,	Panasonic
Corporation,	Panasonic	Corporation	of	North	America
and	Panasonic	Energy	Corporation	of	North	America.
	
10-Q
	
001-34756
	
10.2
	
May	10,	2016
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.37††
	
2019	Pricing	Agreement	(Japan	Cells)	with	respect	to
2011	Supply	Agreement,	executed	September	20,
2019,	by	and	among	the	Registrant,	Tesla	Motors
Netherlands	B.V.,	Panasonic	Corporation	and	SANYO
Electric	Co.,	Ltd.
	
10-Q
	
001-34756
	
10.6
	
October	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.38††
	
2020	Pricing	Agreement	(Gigafactory	2170	Cells),


key: chroma:document
string_value:
entered	into	on	June	9,	2020,	by	and	among
Registrant,	Tesla	Motors	Netherlands	B.V.,	Panasonic
Corporation	and	Panasonic	Corporation	of	North
America
.
	
10-Q
	
001-34756
	
10.3
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.39††
	
2021	Pricing	Agreement	(Japan	Cells)	with	respect	to
2011	Supply	Agreement,	executed	December	29,
2020,	by	and	among	the	Registrant,	Tesla	Motors
Netherlands	B.V.,	Panasonic	Corporation	of	North
America	and	SANYO	Electric	Co.,	Ltd.
	
10-K
		
001-34756
		
10.39
		
February	8,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.40††
	
Amended	and	Restated	Factory	Lease,	executed	as	of
March	26,	2019,	by	and	between	the	Registrant	and
Panasonic	Energy	North	America,	a	division	of
Panasonic	Corporation	of	North	America,	as	tenant.
	
10-Q
	
001-34756
	
10.3
	
July	29,	2019
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.41††
	
Lease	Amendment,	executed	September	20,	2019,	by
and	among	the	Registrant,	Panasonic	Corporation	of
North	America,	on	behalf	of	its	division	Panasonic
Energy	of	North	America,	with	respect	to	the
Amended	and	Restated	Factory	Lease,	executed	as	of
March	26,	2019.
	
10-Q


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.42††
	
Second	Lease	Amendment,	entered	into	on	June	9,
2020,	by	and	between	the	Registrant	and	Panasonic
Energy	of	North	America,	a	division	of	Panasonic
Corporation	of	North	America,	with	respect	to	the
Amended	and	Restated	Factory	Lease	dated	January	1,
2017
.
	
10-Q
	
001-34756
	
10.1
	
July	28,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.43
	
Amendment	and	Restatement	in	respect	of	ABL	Credit
Agreement,	dated	as	of	March	6,	2019,	by	and	among
certain	of	the	Registrant’s	and	Tesla	Motors
Netherlands	B.V.’s	direct	or	indirect	subsidiaries	from
time	to	time	party	thereto,	as	borrowers,	Wells	Fargo
Bank,	National	Association,	as	documentation	agent,
JPMorgan	Chase	Bank,	N.A.,	Goldman	Sachs	Bank
USA,	Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
America,	N.A.,	as	syndication	agents,	the	lenders	from
time	to	time	party	thereto,	and	Deutsche	Bank	AG
New	York	Branch,	as	administrative	agent	and
collateral	agent.
	
S-4/A
	
333-229749
		
10.68
		
April	3,	2019


key: chroma:document
string_value:
10.44
	
First	Amendment	to	Amended	and	Restated	ABL
Credit	Agreement,	dated	as	of	December	23,	2020,	in
respect	of	the	Amended	and	Restated	ABL	Credit
Agreement,	dated	as	of	March	6,	2019,	by	and	among
certain	of	the	Registrant’s	and	Tesla	Motors
Netherlands	B.V.’s	direct	or	indirect	subsidiaries	from
time	to	time	party	thereto,	as	borrowers,	Wells	Fargo
Bank,	National	Association,	as	documentation	agent,
JPMorgan	Chase	Bank,	N.A.,	Goldman	Sachs	Bank
USA,	Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
America,	N.A.,	as	syndication	agents,	the	lenders	from
time	to	time	party	thereto,	and	Deutsche	Bank	AG
New	York	Branch,	as	administrative	agent	and
collateral	agent.
	
10-K
		
001-34756
		
10.44
		
February	8,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.45†
	
	
Agreement	for	Tax	Abatement	and	Incentives,	dated	as
of	May	7,	2015,	by	and	between	Tesla	Motors,	Inc.	and
the	State	of	Nevada,	acting	by	and	through	the
Nevada	Governor’s	Office	of	Economic	Development.
	
10-Q
	
001-34756
	
10.1
	
August	7,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
43


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.46††
	
Second	Amended	and	Restated	Loan	and	Security
Agreement,	dated	as	of	August	28,	2020,	by	and
among	Tesla	2014	Warehouse	SPV	LLC,	Tesla	Finance
LLC,	the	Lenders	and	Group	Agents	from	time	to	time
party	thereto,	Deutsche	Bank	Trust	Company
Americas,	as	Paying	Agent,	and	Deutsche	Bank	AG,
New	York	Branch,	as	Administrative	Agent
.
	
10-Q
	
001-34756
	
10.2
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.47
	
Amendment	No.	1	to	Second	Amended	and	Restated
Loan	and	Security	Agreement,	dated	as	of	March	15,
2021,	by	and	among	Tesla	2014	Warehouse	SPV	LLC,
Tesla	Finance	LLC,	the	Lenders	and	Group	Agents
from	time	to	time	party	thereto,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche
Bank	AG,	New	York	Branch,	as	Administrative	Agent
.
	
10-Q
	
001-34756
	
10.1
	
April	28,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.48††
	
Amendment	No.	2	to	Second	Amended	and	Restated
Loan	and	Security	Agreement,	dated	as	of	June	8,


key: chroma:document
string_value:
2021,	by	and	among	Tesla	2014	Warehouse	SPV	LLC,
Tesla	Finance	LLC,	the	Lenders	and	Group	Agents
from	time	to	time	party	thereto,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche
Bank	AG,	New	York	Branch,	as	Administrative	Agent
.
	
10-Q
	
001-34756
	
10.1
	
July	27,	2021
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.49†
	
Loan	and	Security	Agreement,	executed	on	December
28,	2018,	by	and	among	LML	2018	Warehouse	SPV,
LLC,	Tesla	Finance	LLC,	the	Lenders	and	Group
Agents	from	time	to	time	party	thereto,	Deutsche	Bank
Trust	Company	Americas,	as	Paying	Agent,	and
Deutsche	Bank	AG,	New	York	Branch,	as
Administrative	Agent.
	
10-K		
		
001-34756
		
10.55		
		
February	19,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
44


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.50††
	
Letter	of	Consent,	dated	as	of	June	14,	2019,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Deutsche
Bank	AG,	New	York	Branch,	as	Administrative	Agent,
and	the	Group	Agents	party	thereto,	in	respect	of	the
Loan	and	Security	Agreement,	dated	as	of	August	17,
2017	and	as	amended	from	time	to	time,	by	and
among	LML	Warehouse	SPV,	LLC,	Tesla	Finance	LLC,
and	the	Lenders,	Group	Agents	and	Administrative
Agent	from	time	to	time	party	thereto.
	
10-Q		
		
001-34756
		
10.1		
		
July	29,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.51††
	
Amendment	No.	1	to	Loan	and	Security	Agreement,
dated	as	of	August	16,	2019,	by	and	among	LML	2018
Warehouse	SPV,	LLC,	Deutsche	Bank	Trust	Company
Americas,	as	Paying	Agent,	and	Deutsche	Bank	AG,
New	York	Branch,	as	Administrative	Agent,	and	the
Lenders	and	Group	Agents	from	time	to	time	party
thereto.
	
10-Q		
		
001-34756
		
10.2		
		
October	29,	2019		
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.52


key: chroma:document
string_value:
10.52
	
Amendment	No.	2	to	Loan	and	Security	Agreement,
dated	as	of	December	13,	2019,	by	and	among	LML
2018	Warehouse	SPV,	LLC,	Deutsche	Bank	Trust
Company	Americas,	as	Paying	Agent,	and	Deutsche
Bank	AG,	New	York	Branch,	as	Administrative	Agent,
and	the	Lenders	and	Group	Agents	from	time	to	time
party	thereto.
	
10-K
		
001-34756
		
10.69
		
February	13,	2020
		
	
	
	
	
	
	
	
	
	
	
	
	
	
	
45


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.53
	
Letter	of	Consent,	dated	February	18,	2020,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	2014
Warehouse	SPV	LLC,	LLC	and	Deutsche	Bank	AG,
New	York	Branch,	as	Administrative	Agent	and	as
Group	Agent	under	the	2018	Loan	Agreement	and	the
2014	Loan	Agreement,	and	the	Group	Agents	party
thereto,	in	respect	of	(i)	the	Loan	and	Security
Agreement,	dated	December	27,	2018	and	as	amended
from	time	to	time,	among	LML	2018	Warehouse	SPV,
LLC,	Tesla	Finance	LLC,	Deutsche	Bank	Trust
Company	Americans,	as	Paying	Agent,	Deutsche	Bank
AG,	New	York	Branch,	as	Administrative	Agent,	the
lenders	parties	and	agent	parties	thereto,	and	(ii)	the
Amended	and	Restated	Loan	and	Security	Agreement,
dated	August	17,	2017	and	as	amended	from	time	to
time,	among	Tesla	2014	Warehouse	SPV	LLC,	Tesla
Finance	LLC,	the	lenders	and	group	agents	party
thereto,	Deutsche	Bank	Trust	Company	Americas,	as
Paying	Agent,	and	Deutsche	Bank	AG,	New	York
Branch,	as	Administrative	Agent.
	
10-Q
	
001-34756
	
10.1
	
April	30,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.54††


key: chroma:document
string_value:
10.54††
	
Letter	of	Consent,	dated	as	of	August	14,	2020,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	2014
Warehouse	SPV	LLC,	Deutsche	Bank	AG,	New	York
Branch,	as	Administrative	Agent	and	Group	Agent,	and
the	Group	Agents	party	thereto,	in	respect	of	(i)	the
Loan	and	Security	Agreement,	dated	as	of	December
27,	2018	and	as	amended	from	time	to	time,	by	and
among	LML	2018	Warehouse	SPV,	LLC,	Tesla	Finance
LLC,	and	the	Lenders,	Group	Agents,	Paying	Agent
and	Administrative	Agent	from	time	to	time	party
thereto,	and	(ii)	the	Amended	and	Restated	Loan	and
Security	Agreement,	dated	as	of	August	17,	2017	and
as	amended	from	time	to	time,	by	and	among	LML
Warehouse	SPV,	LLC,	Tesla	Finance	LLC,	and	the
Lenders,	Group	Agents	and	Administrative	Agent	from
time	to	time	party	thereto.
	
10-Q
	
001-34756
	
10.1
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
46


key: chroma:document
string_value:
Exhibit
	
	
	
Incorporated	by	Reference
	
Filed
Number
	
Exhibit	Description
	
Form
	
File	No.
	
Exhibit
	
Filing	Date
	
Herewith
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.55
	
Payoff	and	Termination	Letter,	executed	on	August	28,
2020,	by	and	among	LML	2018	Warehouse	SPV,	LLC,
the	Lenders	and	Group	Agents	from	time	to	time	party
thereto,	Deutsche	Bank	Trust	Company	Americas,	as
Paying	Agent	and	Deutsche	Bank	AG,	New	York
Branch,	as	Administrative	Agent,	relating	to	Loan	and
Security	Agreement.
	
10-Q
	
001-34756
	
10.3
	
October	26,	2020
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.56
	
Purchase	Agreement,	dated	as	of	August	11,	2017,	by
and	among	the	Registrant,	SolarCity	and	Goldman
Sachs	&	Co.	LLC	and	Morgan	Stanley	&	Co.	LLC	as
representatives	of	the	several	initial	purchasers
named	therein.
	
8-K
	
001-34756
	
10.1
	
August	23,	2017
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.57
	
Amended	and	Restated	Agreement	For	Research	&
Development	Alliance	on	Triex	Module	Technology,
effective	as	of	September	2,	2014,	by	and	between	The
Research	Foundation	For	The	State	University	of	New
York,	on	behalf	of	the	College	of	Nanoscale	Science
and	Engineering	of	the	State	University	of	New	York,


key: chroma:document
string_value:
and	Engineering	of	the	State	University	of	New	York,
and	Silevo,	Inc.
	
10-Q(1)
	
001-35758
	
10.16
	
November	6,	2014
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.58
	
First	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	October	31,
2014,	by	and	between	The	Research	Foundation	For
The	State	University	of	New	York,	on	behalf	of	the
College	of	Nanoscale	Science	and	Engineering	of	the
State	University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16a
	
February	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
		10.59
	
Second	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance	on
Triex	Module	Technology,	effective	as	of	December	15,
2014,	by	and	between	The	Research	Foundation	For
The	State	University	of	New	York,	on	behalf	of	the
College	of	Nanoscale	Science	and	Engineering	of	the
State	University	of	New	York,	and	Silevo,	Inc.
	
10-K(1)
	
001-35758
	
10.16b
	
February	24,	2015
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
47


