plainsite - wordpress.com · 13 in re tesla motors, inc. stockholder litigation, filed in 14 the...

PlainSite

Legal Document

®

A joint project of Think Computer Corporation and Think Computer Foundation.Cover art © 2015 Think Computer Corporation. All rights reserved.Learn more at http://www.plainsite.org.

Delaware Court of ChanceryCase No. 12711-VCSIn Re Tesla Motors, Inc. Stockholder Litigation

Document 328, Attachment 2

View Document

View Docket

https://www.plainsite.org/dockets/32atfyhh5/delaware-court-of-chancery/in-re-tesla-motors-inc-stockholder-litigation/

EXHIBIT 10

* CONFIDENTIAL *1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE2 IN RE TESLA MOTORS, INC. Consolidated

STOCKHOLDER LITIGATION C.A. No. 12711-VCS3 _________________________________________________________4 CONFIDENTIAL VIDEO DEPOSITION OF KIMBAL JAMES MUSK

April 23, 20195 _________________________________________________________6 APPEARANCES:7 ON BEHALF OF THE STOCKHOLDERS OF TESLA MOTORS, INC.:

JUSTIN O. RELIFORD, ESQ.8 Kessler Topaz Meltzer Check, LLP

280 King of Prussia Road9 Radnor, Pennsylvania 19087

Phone: 484-270-149410 Email: [email protected] ON BEHALF OF THE TESLA MOTORS, INC. BOARD OF DIRECTORS:

DANIEL SLIFKIN, ESQ.12 RYAN SILA, ESQ.

Cravath, Swaine & Moore, LLP13 825 Eighth Avenue

New York, New York 1001914 Phone: 212-474-1438

Email: [email protected] Email: [email protected]

and16 RYAN A. McLEOD, ESQ.

Wachtell, Lipton, Rosen & Katz17 51 West 52nd Street

New York, New York 1001918 Phone: 212-403-1000

Email: [email protected]

Also Present:20 Lynn Miller, Esq., Tesla Motors, Inc.

Jerry DeBoer, videographer2122232425

Page 1

Veritext Legal Solutions212-267-6868 www.veritext.com 516-608-2400

* CONFIDENTIAL *

1 PURSUANT TO WRITTEN NOTICE and the appropriate2 Rules of Civil Procedure, the confidential video deposition3 of KIMBAL JAMES MUSK, called for examination by the4 Stockholders of Tesla Motors, Inc., was taken at the St.5 Julien Hotel, 900 Walnut Street, Calypso Room, Boulder,6 Colorado, commencing at 9:48 a.m. on April 23, 2019, before7 Bonnie Carpenter, CSR, RPR, CRR, and Notary Public in and8 for the State of Colorado.9 I N D E X

10 EXAMINATION: PAGE11 By Mr. Reliford 712 EXHIBITS: PAGE13 Exhibit 1 Code of Business Conduct and

Ethics 1314

Exhibit 2 10/20/15 email thread between Karen15 Winkelman and Kimbal Musk

TESLADIR0024220 through 24221 1716

Exhibit 3 1/25/15 email thread between Nancy17 Pfund, Carol Wong, Ira Ehrenpreis,

Merle Waterman, Kimbal Musk, and18 Clifford DeGroot

SC_Third_Parties_0030832 through 30833 2319

Exhibit 4 10/20/15 email thread between Kimbal20 Musk and Lyndon Rive

TESLA00083184 3321

Exhibit 5 10/29/15 email thread between Kimbal22 Musk, Karen Winkelman, Daniel Thomason,

and Jennifer Young23 TESLADIR0025192 through 25194 3824 Exhibit 6 10/30/15 email thread between Kimbal

Musk and Karen Winkelman25 TESLADIR0025630 40

Page 3 * CONFIDENTIAL *

1 EXHIBITS (Cont.): PAGE2 Exhibit 7 11/9/15 email thread between Kimbal

Musk and Karen Winkelman3 TESLADIR0026715 424 Exhibit 8 11/17 and 11/18/15 email thread

between Kimbal Musk and Elon Musk5 TESLADIR0028594 through 28595 436 Exhibit 9 12/8 and 12/9/15 email thread between

Kimbal Musk and Karen Winkelman7 TESLADIR0029509 through 29511 518 Exhibit 10 2/8/16 email thread between Kimbal

Musk and Karen Winkelman9 TESLADIR0034865 59

10 Exhibit 11 2/9/16 email thread between Karen Winkelman and Kimbal Musk

11 TESLADIR0035053 6212 Exhibit 12 2/9/16 email thread between Kimbal

Musk and Merle Waterman13 TESLADIR003055 6614 Exhibit 13 2/10/16 email thread between Kimbal

Musk and Christiana 15 TESLADIR0035108 6816 Exhibit 14 2/7/17 email from Karen

Winkelman to Kimbal Musk with17 attachment

TESLADIR0053102 through 53106 7218

Exhibit 15 Minutes of a Special Meeting of the19 Board of Directors of Tesla Motors,

Inc., 2/29/1620 TESLA00001346 through 1347 7921 Exhibit 16 2/29/16 email thread between Todd

Maron and Board members with attachments22 TESLADIR0035950 through through 51 (plus

un-Batesed attachments) 9323

Exhibit 17 Minutes of a Regular Meeting of the24 Board of Directors of Tesla Motors,

Inc., 3/15/1625 TESLA00001348 through 1359 99

* CONFIDENTIAL *

1 EXHIBITS (Cont.): PAGE2 Exhibit 18 Minutes of a Regular Meeting of the

Board of Directors of Tesla Motors,3 Inc., 5/31/16

TESLA0001455 through 1458 1014


Inc., 6/20/166 TESLA00001459 through 1468 1107 Exhibit 20 6/21/15 phone data thread between

Michael Gross and Kimbal Musk8 TESLADIR0065042 through 65045 1199 Exhibit 21 Minutes of a Special Meeting of the


TESLA00001469 through 1472 12411


Inc., 7/19/1613 TESLA00001473 through 1478 13014 Exhibit 23 Assorted emails

TESLADIR0087363 through 8766015 with redactions 13516 Exhibit 24 Minutes of a Special Meeting of the


TESLA00001735 through 1738 14018

Exhibit 25 7/25/16 email thread between Kimbal19 Musk, Antonio Gracias, Todd Maron, and

board members20 TESLADIR0042986 14721 Exhibit 26 Minutes of a Special Meeting of the


TESLA00001757 through 1758 14923

Exhibit 27 11/28 and 11/29/16 email thread24 between Kimbal Musk and Frederick W.

Smith25 TESLADIR0050484 through 50485 152


1 EXHIBITS (Cont.): PAGE2 Exhibit 28 7/20/16 email thread between Elon

Musk and Kimbal Musk3 TESLADIR0042287 1584 Exhibit 29 5/31/16 email from Kimbal Musk

to Ira Ehrenpreis and Nancy Pfund5 SC_Third_Parties_0010892 1596789

10111213141516171819202122232425

2 (Pages 2 - 5)


* CONFIDENTIAL *

1 P R O C E E D I N G S

2 VIDEOGRAPHER: Good morning. We are going

3 on the record at 9:39 a.m. on April 23rd, 2019.

4 Please note that microphones are sensitive

5 and may pick up whispering, private conversations, and

6 cellular interference. Please turn off all cellphones and

7 place them away from the microphones, as they can interfere

8 with the deposition audio.

9 Audio and video recording will continue to

10 take place unless all parties agree to go off the record.

11 This is media unit 1 of the video-recorded

12 deposition of Kimbal Musk, taken by counsel for plaintiffs,

13 In Re Tesla Motors, Inc. Stockholder Litigation, filed in

14 the Court of Chancery of the State of Delaware, Case Number

15 12711-VCS.

16 This deposition is being held at the

17 St. Julien Hotel, located at 900 Walnut Street, Boulder,

18 Colorado 80302.

19 My name is Jerry DeBoer for the firm of

20 Veritext, and I'm the videographer. The court reporter is

21 Bonnie Carpenter for the firm of Veritext.

22 I am not related to any party in this

23 action, nor am I financially interested in the outcome.

24 Counsel and all present in the room and

25 anyone attending remotely will now state their appearances

Page 7

* CONFIDENTIAL *

1 and affiliations for the record.

2 If there are any objections to proceeding,

3 please state them at the time of your appearance, beginning

4 with the noticing attorney.

5 MR. RELIFORD: Justin Reliford with Kessler

6 Topaz Meltzer & Check for plaintiffs and the class.

7 MR. SLIFKIN: Daniel Slifkin of Cravath,

8 Swaine & Moore, LLP, for the witness, Mr. Kimbal Musk, and

9 for the other director defendants.

10 MR. SILA: Ryan Sila also of Cravath,

11 Swaine & Moore, LLP.

12 MS. MILLER: Lynn Miller, Tesla.

13 MR. McLEOD: Ryan McLeod, Wachtell, Lipton,

14 for the witness and the individual defendants.

15 VIDEOGRAPHER: Will the reporter please

16 swear in the witness.

17 KIMBAL JAMES MUSK,

18 having been first duly sworn, was examined and testified as

19 follows:

20 EXAMINATION

21 BY MR. RELIFORD:

22 Q. Would you mind stating your full name and

23 address for the record.

24 A. Kimbal James Musk, 530 Juniper Avenue,

25 Boulder, Colorado 80304.

Page 8

* CONFIDENTIAL *

1 Q. Mr. Musk, we talked about this a little bit

2 before the deposition started. I'm going to refer to you

3 as Kimbal today to avoid any confusion between you and your

4 brother Elon. Is that okay?

5 A. That's okay.

6 Q. And I'll refer to your brother as Elon, if

7 that's okay.

8 A. That sounds great.

9 Q. All right. Have you ever had your

10 deposition taken before?

11 A. I've had my deposition taken once before.

12 Q. Was that in connection with a Tesla matter?

13 A. Yes.

14 Q. What matter was that?

15 A. The SEC matter last August.

16 Q. And that related to Elon's Tweets about

17 taking the company private?

18 A. Not just the Tweets, but, generally, the

19 going-private side of things.

20 Q. What do you mean by "generally, the going-

21 private side" --

22 A. Last summer, we tried to take the company

23 private.

24 Q. And when you say "we," who do you mean by

25 "we"?

Page 9

* CONFIDENTIAL *1 A. The company, Tesla.2 Q. You said, "Last summer, we tried to take the3 company private"?4 A. Yep.5 Q. Who do you mean by "we"?6 A. The company, Tesla.7 Q. Tesla was going to buy out --8 A. Yes. I'm on -- I'm on the board of Tesla,9 so we were going to try and take the company, Tesla,

10 private.11 Q. Who was going to own Tesla after that12 transaction?13 A. The private investors.14 Q. Which private investors?15 A. There were many private investors that we16 were talking to.17 Q. Can you name them, please?18 A. The ones we were talking to?19 Q. Yes.20 A. All of our institutional investors, so21 T. Rowe, Fidelity, Bailey Gifford, V.W. The Saudi family22 was interested. That's about all I recall.23 Q. What happened with the efforts to go -- take24 the company private?25 A. We called it off.

3 (Pages 6 - 9)


* CONFIDENTIAL *1 Q. Why did you call it off?2 A. I'm trying to remember. There was a3 specific reason. I think it was related to, in the4 process, we discovered that our small shareholders could5 not participate.6 Q. So just to go over some ground rules for the7 deposition, this isn't an endurance contest. If you need a8 break, please ask for a break.9 A. Okay.

10 Q. The only thing I'll ask is that you don't11 ask for a break or we don't take a break while a question12 is pending. Is that okay?13 A. Okay.14 Q. All right. We have to be careful not to15 talk over one another because the court reporter needs to16 take down sort of a clean record of our conversation.17 A. Okay.18 Q. So it would be very helpful if you let me19 finish my question before responding, even if you think you20 know where I'm going.21 A. Got it.22 Q. All right. Objections will happen from time23 to time by counsel sitting across the table from me. I'll24 ask that you answer the question as phrased unless I choose25 to rephrase the question or unless your counsel tells you

Page 11

* CONFIDENTIAL *1 not to answer it. Okay?2 A. Okay.3 Q. If you don't understand a question that I4 have, please just ask me to either repeat it or rephrase5 it. Is that okay?6 A. Uh-huh.7 Q. Because if you answer a question, I'm going8 to assume that you understood the question. Okay?9 A. Okay.

10 Q. You're aware this litigation concerns11 Tesla's acquisition of SolarCity?12 A. Yes.13 Q. Are you comfortable if I refer to that as14 the transaction or the acquisition for the purpose of the15 deposition?16 A. Sure.17 Q. You were a member of Tesla's board of18 directors at the time of the transaction?19 A. Yes.20 Q. You didn't recuse yourself from any board21 votes on the transaction; correct?22 A. Not that I recall.23 Q. You didn't recuse yourself from any24 deliberations regarding the transactions; correct?25 A. Not that I recall.

Page 12

* CONFIDENTIAL *1 Q. Why didn't you recuse yourself?2 A. I took legal advice from our lawyers and3 just -- would have recused myself at any point if the --4 if our legal counsel suggested it.5 Q. And who were those attorneys?6 A. Todd Maron was our general counsel. I7 can't remember the -- outside counsel.8 Q. You had a personal conflict of interest in9 connection with the transaction; correct?

10 A. I think that's a very complicated question.11 Maybe you should ask it in a different way.12 Q. Tesla has a code of conduct; is that13 correct?14 A. I'm sure it does, but it's not something15 that I am 100 percent familiar with.16 Q. In your own words, can you define what a17 conflict of interest would be?18 A. I don't think there was a conflict of19 interest.20 Q. Respectfully, that wasn't my question.21 A. Sorry. Can you say that again?22 Q. In your own words, can you define what a23 conflict of interest would be?24 A. Oh, what a conflict of interest would be.25 A conflict of interest would be when you could have

Page 13

* CONFIDENTIAL *

1 multiple outcomes from a transaction -- I'm using this

2 example -- and you could benefit or lose in multiple ways.

3 It's, therefore, hard to make an unconflicted decision.

4 (Exhibit 1 was marked.)

5 MR. RELIFORD: Mark this. Sorry. I only

6 have two extra copies of this one.

7 MR. SLIFKIN: What did we mark this as?

8 MR. RELIFORD: Exhibit 1, KMusk, I believe.

9 MR. SLIFKIN: Okay.

10 Q. (By Mr. Reliford) Kimbal, the court reporter

11 has handed you what's been marked as Exhibit 1 for this

12 deposition. After you have a chance to review the document,

13 could you please describe it for the record?

14 A. The entire document?

15 Q. I'm only going to ask about the Section

16 Number 2, Conflicts of Interest.

17 A. Okay.

18 I've read just that section, and if that's

19 okay with you --

20 Q. Okay.

21 A. -- we can discuss it.

22 Q. This is a copy of Tesla's Code of Business

23 Conduct and Ethics; correct?

24 A. Uh-huh.

25 Q. Did you have a chance to review this at all

4 (Pages 10 - 13)


* CONFIDENTIAL *1 in connection with your work as a Tesla director?2 A. I'm sure that I did review it at some3 point.4 Q. And this applies to you as a Tesla director;5 correct?6 A. Sure. Yes.7 Q. Can you read the first paragraph under8 Section 2, Conflicts of Interest into the record, please.9 A. "A conflict of interest exists when a

10 person's private interest interferes, or appears to11 interfere, with Tesla's interests. It can happen when12 someone is in a situation that may make it difficult to13 perform their Tesla work objectively and effectively, or14 when their position at Tesla results in improper personal15 benefits for them or their family."16 Q. Okay. And can you go to the first paragraph17 on the next page. And can you read that paragraph into the18 record.19 A. "With that in mind, do not give, receive or20 request preferential treatment for yourself, your family21 or others who are close to you, and avoid situations that22 would raise the suspicion of preferential treatment. This23 applies to product purchases, hiring, promoting, selecting24 contractors or suppliers, and any other business matter.25 Moreover, the best policy is to avoid any direct or

Page 15

* CONFIDENTIAL *1 indirect business connection with our customers, suppliers2 or competitors except on our behalf."3 Q. Okay. Using this definition of conflicts of4 interests, I'll repeat my question.5 Kimbal, did you have a conflict of interest6 personally in connection with the transaction?7 A. I do not believe I had a conflict of8 interest.9 Q. Why?

10 A. I was representing the Tesla shareholders11 and representing what was best for the company, and that's12 what I focused on.13 Q. Your cousin, Lyndon Rive --14 A. Rive.15 Q. -- Rive was the founder and CEO of16 SolarCity; correct?17 A. That's correct.18 Q. Your cousin, Peter Rive, was the chief19 technology officer of SolarCity; correct?20 A. Correct.21 Q. Your brother Elon was SolarCity's largest22 shareholder; correct?23 A. Correct.24 Q. Your brother Elon was SolarCity's25 chairman -- or board chairman?

Page 16

* CONFIDENTIAL *1 A. Correct. As I understand it, yeah.2 Q. By the time the transaction closed, you3 personally held 147,541 shares of SolarCity common stock;4 correct?5 A. That's correct.6 Q. Is it your testimony today that7 notwithstanding all of those relationships with SolarCity,8 you had no conflict of interest personally?9 A. I represented the best interests of Tesla

10 and the shareholders of Tesla.11 Q. Did you have a potential conflict of12 interest?13 A. I represented the shareholders of Tesla and14 the best interests of Tesla.15 Q. In 2015 and 2016, you used your SolarCity16 shares as collateral on personal loans; is that correct?17 A. It's called a margin, yes.18 Q. And those margin loans were provided by19 Morgan Stanley; correct?20 A. I believe so.21 Q. And in 2015 and 2016, you also had a margin22 loan on your Tesla shares; correct?23 A. That's correct.24 Q. Those were also with Morgan Stanley; is that25 correct?

Page 17

* CONFIDENTIAL *1 A. That's correct.2 (Exhibit 2 was marked.)3 Q. Kimbal, the court reporter has handed you4 what's been marked as Exhibit 2 in this deposition.5 Please just let me know when you're ready to6 proceed.7 A. Sure. Make sure there's not a second page.8 Yeah.9 I'm ready to proceed.

10 Q. This is an email exchange you had with a11 Karen Winkelman on October 20th, 2015; correct?12 A. Correct.13 Q. And for the record, it's Bates number14 TESLADIR0024220, continuing through 24221.15 Who is Karen Winkelman?16 A. She's my personal CFO.17 Q. How long has Ms. Winkelman been your CFO?18 A. I can't remember when she started, but19 probably 2013, '14.20 Q. In the bottom email, you write to21 Ms. Winkelman, "Rough few weeks for the stocks. Let's be22 prepared in case of a capital call on SCTY."23 Do you see that?24 A. Yep.25 Q. All right. And does SCTY refer to

5 (Pages 14 - 17)


* CONFIDENTIAL *

1 SolarCity?

2 A. It does.

3 Q. And what did you mean by "a rough few weeks

4 for the stocks"?

5 A. I don't recall this period of time, but

6 from my words in this email, it would be, I imagine, a

7 volatile few weeks.

8 Q. A volatile few weeks for SolarCity stock;

9 correct?

10 A. I think that refers to two stocks, just

11 because there's an "S" after the stock. Or at least more

12 than one.

13 Q. You meant the stock for Tesla?

14 A. I believe so, based on Karen's response.

15 Q. You say here, "I can draw the loan from Elon

16 whenever and then some of the funds from the Tesla November

17 sale could also pay down some of the SolarCity loan if

18 needed."

19 Do you see that?

20 A. Yep.

21 Q. All right. What did you mean when you

22 referenced the loan from Elon?

23 A. I discussed a loan from Elon so that I did

24 not have to sell SpaceX stock for a margin call. I never

25 ended up calling the loan.

Page 19

* CONFIDENTIAL *

1 Q. Ms. Winkelman responds by noting where the

2 stock prices would be for there to be calls on your margin

3 line; correct?

4 A. Yep.

5 Q. And for SolarCity, that stock price would be

6 $34.48 per share; correct?

7 A. Yeah.

8 Q. At that time it had closed at $39.39;

9 correct?

10 A. Yep.

11 Q. Ms. Winkelman notes, "You currently would

12 not be able to do a new draw on the SolarCity line, but it

13 wouldn't trigger a call until price is at $34.48."

14 Do you see that?

15 A. Yep.

16 Q. All right. What did you understand

17 Ms. Winkelman to be explaining to you there?

18 A. This is standard business for me. So for

19 me, this is an email I would expect from my CFO to help me

20 manage my liquidity across my different stocks and assets.

21 Q. And that was one of Ms. Winkelman's

22 responsibilities was managing your liquidity; correct?

23 A. Yeah.

24 Q. When did you discuss the loan from Elon?

25 A. It would have been sometime before this

Page 20

* CONFIDENTIAL *

1 email, so I'm guessing prior to October 20th, 2015.

2 Q. Was that an in-person conversation, over the

3 telephone?

4 A. It would have been one of the two, I think.

5 I cannot remember.

6 Q. And was the loan at that time specifically

7 to cover any SolarCity calls that might happen?

8 A. I don't think it would have been related to

9 SolarCity. It would have been just liquidity in general.

10 But I think -- if I recall, it actually was more related

11 to an investment in The Kitchen, my -- my restaurant

12 business.

13 So I needed to either get liquidity

14 somewhere else or get a loan from my brother. And I ended

15 up getting liquidity somewhere else.

16 Q. Around this time, you were engaging in a

17 private offering for The Kitchen; correct?

18 A. Yep.

19 Q. How much of The Kitchen do you own?

20 A. I believe I own about of the

21 company.

22 Q. Who owns the other ?

23 A. A very large group of small investors. So

24 they have all invested a relatively small amount, but own

25 .

Page 21

* CONFIDENTIAL *1 Q. Is Elon invested in The Kitchen?2 A. He did very early on.3 Q. And what was the size of that investment?4 A. I believe his total investment -- I think5 he stopped investing in 2011. I'm guessing on the years,6 but around then. I think it was .7 Q. Did he participate in the offering --8 A. In this offering?9 Q. -- around this time?

10 A. Not that I -- not that I recall.11 Q. Your cousin, Lyndon, is also an investor in12 The Kitchen; is that correct?13 A. That's correct.14 Q. How much does he have invested in The15 Kitchen?16 A. I believe he has invested in The17 Kitchen.18 Q. Did he participate in the offering?19 A. I do not recall if he participated in this20 one. I don't think so, though.21 Q. Your cousin, Peter Rive, is an investor in22 The Kitchen; correct?23 A. That's correct.24 Q. Did he participate in The Kitchen's25 offering?

6 (Pages 18 - 21)


* CONFIDENTIAL *1 A. I believe he did. I'm not sure if he2 participated in this one.3 Q. Do you know who Nancy Pfund is?4 A. Nancy Pfund is an investor at DBL and a5 friend of mine.6 Q. She's -- and she's also -- or she was also a7 member of the SolarCity board of directors?8 A. Yeah. Yeah.9 Q. And she was a member during the transaction;

10 correct?11 A. As I understand it.12 Q. And she was on the special committee for the13 SolarCity board in connection with the transaction;14 correct?15 A. As I understand it.16 Q. Okay. Is Nancy Pfund an investor in The17 Kitchen?18 A. A very small investor.19 Q. What's the size of her investment?20 A. I actually don't know the amount, but it's21 probably or something like that. Maybe .22 Q. Do you know who Ira Ehrenpreis is?23 A. Yes.24 Q. Who is Ira Ehrenpreis?25 A. He's a board member at Tesla.

Page 23

* CONFIDENTIAL *1 Q. Is he also associated with DBL?2 A. He is a partner at DBL.3 Q. Is he an investor in The Kitchen?4 A. He was also a very small investor in The5 Kitchen.6 Q. Did he participate in The Kitchen's7 offering, private offering?8 A. I'm not sure if he participated in this9 one, but I believe he participated at some point.

10 (Exhibit 3 was marked.)11 Q. Mr. Musk, the court reporter has handed you12 what's been marked as Exhibit 3 in this deposition.13 A. Got it.14 Q. You're not -- you're only on the bottom15 email chain of this email chain; right?16 A. I'm here, yep.17 Q. And the subject is The Kitchen 201418 Financing-New Investment. Do you see that?19 A. Yep.20 Q. And this email is dated Friday,21 December 19th, 2014, that you're on.22 A. Did you have a question?23 Q. I was just confirming the date, I believe.24 December 19, 2014?25 A. Yeah. Sorry. That looks correct.

Page 24

* CONFIDENTIAL *

1 Q. Who is Merle Waterman?

2 A. Merle Waterman was our CFO at The Kitchen.

3 Q. Okay. And Merle writes to Ira, "Ira, Thank

4 you for your interest in participating in The Kitchen Cafe

5 2014 financing of

6

7 Do you see that?

8 A. I see that.

9 Q. All right. And then the email above it, Ira

10 writes to -- Mr. Ehrenpreis writes to Ms. Pfund, N, See

11 below with attached. As discussed, you and I are confirmed

12 to invest

13 .

14 Do you see that?

15 A. Yeah. I do see that.

16 Q. Okay. Did Ms. Pfund invest

17 in the offering?

18 A. I am assuming this document is correct, so

19 I will say yes.

20 Q. Okay. The same for Mr. Ehrenpreis?

21 A. Same answer.

22 Q. Was the Tesla board, during its

23 consideration of the transaction, aware of Ms. Pfund's

24 investment in The Kitchen?

25 A. I guess if they would have asked, I

Page 25

* CONFIDENTIAL *1 probably would have told them, but I don't know if they2 knew.3 Q. So then the board wasn't aware; correct?4 A. I don't know if they knew.5 Q. Did you tell them that Ms. Pfund was an6 investor in your company, The Kitchen?7 A. It's possible that I told them.8 Q. When?9 A. It's possible that I told them over the

10 five-year period -- or many years' period before that.11 Around then. In fact, the board would have absolutely12 known because Ira is on the board.13 Q. Ira shared it with other people on the14 board?15 A. He may have.16 Q. So you may or may not have shared whether or17 not Ms. Pfund was a director -- or was an investor in your18 company?19 A. But the board would have known.20 Q. Because Ira knew?21 A. Yeah.22 Q. So if one board member knows, the full board23 knows, in your opinion?24 A. Not necessarily, but I'm sure it would have25 been a subject that would have been easily discussed.

7 (Pages 22 - 25)


* CONFIDENTIAL *1 Q. Was it discussed, though, to your2 recollection?3 A. Very possible.4 Q. So you can't -- you recall no specific5 discussions about it; correct?6 A. I don't recall a specific date where we7 discussed it.8 Q. Do you recall a specific discussion where9 you discussed it?

10 A. I think it's very possible we discussed it.11 Q. So you don't recall a specific discussion;12 correct?13 A. It's very possible we discussed it.14 Q. I understand that it's possible that you15 discussed it. My question is: Sitting here today, you16 don't recall a specific discussion amongst the Tesla board17 members where it was raised; correct?18 A. I recall a specific discussion with Ira,19 but not a specific discussion with the rest of the board.20 Q. Thank you. Do you know who Antonio Garcias21 is?22 A. Antonio Gracias --23 Q. Gracias.24 A. -- is a member of the Tesla board.25 Q. What's your relationship with Mr. Gracias

Page 27

* CONFIDENTIAL *1 outside of the boardroom?2 A. He's a friend of mine.3 Q. How long have you been friends?4 A. For about 20 years.5 Q. How did you first meet?6 A. I met him at his home in Jackson Hole.7 Q. What was the occasion?8 A. Just a weekend with family.9 Q. Would you consider yourself close friends?

10 A. I'm a close friend of Antonio's, yeah.11 Q. Do you socialize together?12 A. Yes.13 Q. How often?14 A. Every few months. We're not in the same15 town, but every few months.16 Q. Is Mr. Gracias an investor in The Kitchen?17 A. Yes.18 Q. Do you know who Valor Partners is?19 A. Yes.20 Q. Is that a fund with which Mr. Gracias is21 associated?22 A. Yes.23 Q. Is Valor invested in The Kitchen?24 A. Not at this time, but they did recently25 come in as an investor.

Page 28

* CONFIDENTIAL *1 Q. What was the size of Mr. Gracias' investment2 in The Kitchen?3 A. I honestly do not recall.4 Q. What was the size of Valor's investment in5 The Kitchen?6 A. In late December 2018, it was .7 Q. I'm sorry. What date did you just say8 there? Late --9 A. Late December 2018.

10 Q. Okay. As of the time of the transaction --11 A. There was no -- no Valor involvement.12 Q. Valor got involved, then, after the13 transaction closed; correct? After the acquisition of14 SolarCity by Tesla closed?15 A. Yeah. Many years later.16 Q. How did Mr. -- how did Valor become invested17 in The Kitchen?18 A. It's a good business. They're investors.19 And they evaluated the business and decided to make an20 investment.21 Q. Did your relationship with Mr. Gracias22 influence, in your opinion, Valor's decision to invest in23 The Kitchen?24 A. He and I have been business partners for25 years, so I imagine it would have been a positive thing,

Page 29

* CONFIDENTIAL *1 that he trusts me to build a good business.2 Q. Did you solicit Mr. Gracias to participate3 in the private offering for The Kitchen that was occurring4 in 2014 and 2015?5 A. I don't recall. It's very possible, but I6 don't recall.7 Q. Did you solicit investments from any other8 Tesla directors in The Kitchen?9 A. Steve Jurvetson made an investment. I

10 believe this was later. This wasn't around the time of11 the transaction. I did not solicit Robyn. Steve and I12 have known each other for 25 years. He's a -- he's13 invested in my companies in the past. Did not solicit14 Brad. Did not solicit Linda. Did not solicit James. I15 think that's -- and I think that's all the board.16 Q. Just for the completeness of the record, I'm17 going to try to tag on some last names, if that's okay.18 A. Great.19 Q. So you said you didn't solicit Robyn20 Denholm?21 A. Denholm.22 Q. Is that correct?23 A. That's correct.24 Q. Why didn't you solicit Ms. Denholm?25 A. It didn't occur to me. We'd been -- we

8 (Pages 26 - 29)


* CONFIDENTIAL *1 were just getting to know each other on the board.2 Q. When did you first meet Ms. Denholm?3 A. Whenever she joined the board.4 Q. When you said "Brad," was that Brad Buss?5 A. Brad Buss.6 Q. And why did you not solicit Mr. Buss?7 A. It did not occur to me to solicit Mr. Buss.8 Q. And who is Linda?9 A. Linda is one of our board members, as well.

10 Q. And her last name?11 A. Do you mind reminding me of her last name?12 MR. SLIFKIN: Well, I mean, give your13 recollection. I mean, we can look it up.14 A. Novak-O'Keefe, I think.15 Q. (By Mr. Reliford) Is it fair to say Linda is16 not a friend?17 A. Yeah. She's an associate.18 Q. Linda Johnson maybe?19 A. Linda Johnson.20 Q. You mentioned James. Who is James?21 A. James Murdoch.22 Q. He's also a Tesla director?23 A. Yep.24 Q. He wasn't a director at the time of the25 transaction at issue in this litigation?

Page 31

* CONFIDENTIAL *1 A. I'm not sure, actually. He may -- I don't2 think so.3 Q. And Linda wasn't a director at the time4 of --5 A. I'm not sure, either.6 Q. Tesla recently announced that Ms. Johnson is7 stepping down from the board; is that correct?8 A. That's correct.9 Q. As is Mr. Buss; is that correct?

10 A. That's correct.11 Q. And Mr. Gracias; correct?12 A. Correct.13 Q. And Mr. Jurvetson; is that right?14 A. Correct.15 Q. Why are they resigning?16 A. It's a consequence of the SEC agreement we17 made last summer.18 Q. Can you explain that a little bit more? I'm19 sorry.20 A. Yes. The SEC gave as a settlement to21 change our board and we changed our board.22 Q. And are any new directors coming on to the23 board?24 A. Yes.25 Q. Who are the new directors that will be

Page 32

* CONFIDENTIAL *1 coming on to the board?2 A. There's a woman named Kathleen. I've not3 met her. And there's a man named Larry Ellison.4 Q. Other than Ms. Pfund, did you solicit5 investments in The Kitchen from any other director on the6 SolarCity board of directors?7 A. Other than Lyndon and Peter, as well?8 Q. Yes.9 A. Other board -- I actually don't know who

10 the board members are of SolarCity. Or were. I don't11 know who they were.12 Q. But at least three SolarCity directors were13 invested in The Kitchen at the time of the transaction at14 issue in this litigation; correct?15 A. That's correct.16 Q. So as of October 2015, you were looking to17 invest about dollars in The Kitchen's18 offering; correct?19 A. Can you give me a document that helps me20 remind -- remind me of that?21 Q. Sure. You testified to that earlier.22 A. I don't think I testified to the dollar23 figure, but sure. Something -- I was hoping to24 participate in the private offering.25 (Exhibit 4 was marked.)

Page 33

* CONFIDENTIAL *1 MR. SLIFKIN: Can I get a copy?2 MR. RELIFORD: Yeah. I'm sorry. Here we3 are.4 A. I'm ready.5 Q. (By Mr. Reliford) This is an October 20th6 and 21st, 2015 email chain between you and your cousin,7 Lyndon Rive; correct?8 A. Yep.9 Q. All right. You write on October 20th, Hey,

10 guys. After discussing with our insiders, the round will11 be an extension of the previous round. Same A unit price12 with a B unit pool from management set-aside based on13 success.14 Do you see that?15 A. I do see that.16 Q. Okay. Do you know who else received this17 email, besides Lyndon Rive?18 A. I don't know. Probably my investor group.19 The inside investors of The Kitchen is from -- the way I'm20 reading it.21 Q. Okay. A little further down, it says,22 "Basically, it's a great deal for investors, and no skin23 off management's back. I'm going to put in .24 Nick/his family are putting in ."25 Do you see that?

9 (Pages 30 - 33)


* CONFIDENTIAL *1 A. Yep.2 Q. Okay. So around October 20th, 2015, you3 were looking to invest in The Kitchen;4 correct?5 A. That's correct. I didn't end up doing that6 and neither did Nick, but that was our goal.7 Q. You were looking to raise about 8 in the offering; correct?9 A. I don't see if there's an amount here

10 targeted.11 Q. Separate and apart from what's on the12 document.13 A. Okay.14 Q. Okay. Back in 2015, you extended a previous15 round offering to raise additional capital for The Kitchen;16 right?17 A. Yes. I'm not sure if we had a target18 raise, but we raised, I think, somewhere between 19 , maybe, if I remember -- if I recall correctly.20 Q. And that's over the course of 2014 and 2015?21 A. No. I think if you combine those two22 together, it would be . If I'm -- if my23 recollection is correct. That was a long time ago.24 Q. You said you ultimately didn't end up25 investing the ?

Page 35

* CONFIDENTIAL *1 A. Yeah. I think I invested .2 Q. Why not the you wanted?3 A. Just based on liquidity at the time.4 Q. Your cousin, Lyndon, responds, "Would love5 to, but cash strapped."6 Do you see that?7 A. I see it.8 Q. He goes on, "Margin calls are getting close9 and need to sell a little SpaceX to get some cash."

10 Do you see that?11 A. I see it.12 Q. What did you understand Mr. Rive to be13 explaining to you?14 A. Liquidity issues -- issue.15 Q. So liquidity issues were going to prevent16 him from participating in the offering; correct?17 A. Yeah.18 Q. And he was concerned about margin calls on19 loans secured by his SolarCity shares; correct?20 A. Yes.21 Q. He writes, "SolarCity is seeing its ass and22 need to get it turned around."23 Do you see that?24 A. I do see that.25 Q. What did you take Mr. Rive to mean by

Page 36

* CONFIDENTIAL *1 that --2 A. He's got to do a lot of hard work and work3 hard --4 Q. Why was --5 A. -- to get the company turned around.6 Q. Why did he need to get the company turned7 around?8 A. I didn't know the details, other than9 what's in this email.

10 Q. You had no discussions with your cousin,11 Lyndon, about issues he was having at SolarCity at this12 time?13 A. No. But every business goes through ups14 and downs. It's important to focus when you're going15 through a down.16 Q. You respond, "I'm with you. Been watching."17 Do you see that?18 A. Sure.19 Q. You were also concerned about margin calls20 at this time on your SolarCity line; correct?21 A. Yeah. That's right. That makes sense.22 Q. You were also contemplating selling SpaceX23 in order to gain liquidity; correct?24 A. To make my investment in The Kitchen,25 exactly.

Page 37

* CONFIDENTIAL *1 Q. Are you close with your cousin, Lyndon?2 A. I'm close with him.3 Q. How often do you speak?4 A. We don't speak too often, but we see each5 other every few months.6 Q. Did you grow up together?7 A. He was younger than me, so I grew up with8 his older cousins, but -- and he was five years younger,9 so a little bit.

10 Q. Do you consider him a friend, in addition to11 being family?12 A. Yes. I'm a friend of his.13 Q. How about Peter Rive?14 A. Peter Rive is my cousin and a friend.15 Q. Are you close to him, as well?16 A. Yes.17 Q. Were there ultimately margin calls on the18 margin line that you had collateralized with SolarCity19 stock?20 A. I don't recall. I doubt it because I21 usually get liquidity because, as you can tell, I watch it22 closely and I get liquidity elsewhere. So I doubt it.23 Q. You doubt that there were margin calls on24 the SolarCity line?25 A. Right. I would have transferred assets

10 (Pages 34 - 37)


* CONFIDENTIAL *1 from another source to reduce my loan.2 Q. To satisfy the margin call; correct?3 A. Not to satisfy the margin call, but before4 a margin call would happen.5 Q. Back in 2015, you satisfied or you paid down6 your SolarCity line by increasing the size of the loan you7 had secured with your Tesla shares; correct?8 A. I think that's likely.9 Q. You did that several times during the back

10 half of 2015; correct?11 A. I'm sure -- I'm sure I did it as part of my12 normal business.13 (Exhibit 5 was marked.)14 Q. Mr. Musk, the court reporter has handed you15 what's been marked as Exhibit 5.16 A. Okay.17 Q. Let me know when you're ready.18 A. I'm ready.19 Q. On October 29th, 2015, Daniel Thomas --20 Thomason from Morgan Stanley wrote to you, and that's on21 that bottom email chain. Do you see that?22 A. Uh-huh.23 Q. For the record, sorry -- Exhibit 5 is an24 email chain beginning at TESLADIR25192, continuing to25 25193.

Page 39

* CONFIDENTIAL *1 Who is Daniel Thomason?2 A. He works for Morgan Stanley.3 Q. Do you know his title?4 A. I don't know his title, but I'm reading it5 here. It's director of business strategy.6 Q. Okay. He's with Morgan Stanley Private7 Wealth Management; is that correct?8 A. Yes, he is.9 Q. All right. He writes, Kimbal, SolarCity

10 reported earnings after the market today. Stock is trading11 down right now to $30.80, which would put you in a call.12 Do you see that?13 A. I do see that.14 Q. All right. It says, Jim and I discussed15 some options with Karen and at this time, we think drawing16 from your Tesla line to cover the SolarCity margin call is17 the best solution.18 Do you see that?19 A. I see that.20 Q. Okay. So on October 29th, following21 SolarCity's earnings announcement, the stock dropped;22 correct?23 A. Based on what this says, yes.24 Q. And that put you into a call on your25 SolarCity line; correct?

Page 40

* CONFIDENTIAL *1 A. Based on what this email says, yes.2 Q. All right. And you write back saying that3 you could use either the Tesla line or a loan from your4 brother; right?5 A. Yes.6 Q. And Karen advised that it would be better to7 use the Tesla line than a loan from your brother; is that8 right?9 A. Let me read it.

10 Yes.11 Q. Okay. And you ultimately used the Tesla12 line to pay down the SolarCity line; correct?13 A. It sounds like I did it based on this14 email. This is a normal business activity for me.15 Q. How large was that margin call, around?16 A. I have no recollection of the size.17 Could I get another one of these guys?18 Thank you.19 (Exhibit 6 was marked.)20 Q. All right.21 A. I'm ready whenever you are.22 Q. Okay. For the record, Exhibit 6 is a one-23 page email Bates labeled TESLADIR0025630.24 On October 30th, Ms. Winkelman wrote to talk25 about the call on the SolarCity line; correct?

Page 41

* CONFIDENTIAL *1 A. I'm not sure it was a call. Just,2 basically, a way to -- the different dollars that I need3 to move around.4 Q. And she was saying you'd need to pay down5 the line by about half a million dollars or up to that?6 A. Yes. Have to move some of the line from7 Tesla -- use up some of the line from Tesla.8 Q. All right. Possibly as high as $750,000;9 correct?

10 A. Yep.11 Q. She goes on to talk about Tesla's closing12 price at $206.93. Do you see that?13 A. Yep.14 Q. She notes, "At that share price, your option15 exercise/sale will generate about $1,213,000."16 Do you see that?17 A. I see it.18 Q. She says, "That will give you a little19 breathing room there."20 Do you see that?21 A. I see it.22 Q. What do you understand her to mean by23 "breathing room"?24 A. Karen is a CFO and she is referring to25 liquidity. It's a figure of speech to refer to liquidity.

11 (Pages 38 - 41)


* CONFIDENTIAL *1 Q. And at that time, you were planning on2 selling some of your Tesla shares; is that right?3 A. I had a 10b5 in place that was not probably4 specific to that time. Just on a regular basis, getting5 some liquidity.6 Q. Does that refresh your recollection as to7 the ultimate -- or strike that.8 SolarCity's stock price continued to drop9 into November of 2015; correct?

10 A. I do not recall the specific stock price in11 November of 2015.12 (Exhibit 7 was marked.)13 Q. Mr. Musk, the court reporter has handed you14 what's been marked as Exhibit 7 in this deposition. For15 the record, it's a one-page email chain Bates labeled16 TESLADIR0026715.17 Ms. Winkelman was writing to you to inform18 you about another call that might be coming on your19 SolarCity line; correct?20 A. Yeah. She's saying that there may be21 another call and if SolarCity goes back up in price, we22 could draw off the line later, so she's managing my line.23 Q. And she suggested paying down the line so24 that there wouldn't be another call unless the price25 dropped below 25. Do you see that?

Page 43

* CONFIDENTIAL *1 A. Can you say that question again, please?2 Q. Sure. Ms. Winkelman suggested paying down3 your SolarCity line so that there would not be another call4 unless the SolarCity stock price dropped below $25;5 correct?6 A. Yeah. That sounds correct.7 Q. And you agreed with that; correct?8 A. I said go ahead.9 Q. Uh-huh. And that would require a cumulative

10 transfer of about $840,000 from your Tesla line to reduce11 your SolarCity line; is that right?12 A. That's correct.13 Q. Why $25 a share?14 A. I have no reason to think she picked that15 number for any particular reason. This is just normal16 business emails. As you can imagine, there's probably17 quite a few of these, in other areas, as well.18 Q. Now, at this time in November 2015, the19 private offering for The Kitchen was still open; correct?20 A. I do not recall whether it was still open,21 but it's possible it was still open.22 (Exhibit 8 was marked.)23 Q. Mr. Musk, the court reporter has handed you24 what's been marked as Exhibit 8 for this deposition. For25 the record, it's a two-page email chain beginning at

Page 44

* CONFIDENTIAL *1 TESLADIR0028594.2 A. Got it.3 Q. Okay. This is an email chain between you4 and your brother Elon concerning a personal loan you're5 requesting from Elon; correct?6 A. It was a loan for investing in The Kitchen.7 Q. And you were looking to borrow up to8 from Elon to invest in The Kitchen; correct?9 A. Yeah. Collateralized by SpaceX shares.

10 Q. But the loan would be from Elon personally;11 correct?12 A. Correct. He misunderstood me and did not13 think that that was the case.14 Q. How often do you borrow money from Elon?15 A. I don't borrow money from Elon.16 Q. Have you ever borrowed money from Elon17 before this time?18 A. I do not recall ever borrowing money from19 Elon.20 Q. So this is the first time in life that you21 can recall ever asking Elon for money?22 A. I recall him loaning money from me when we23 were kids.24 Q. So as adults, no, never?25 A. I've no recollection of it.

Page 45

* CONFIDENTIAL *1 Q. You say here, "My reasoning is that I'm2 going to be building this company forever."3 Do you see that?4 A. Let me see.5 Q. On the bottom email chain on the back page.6 A. Okay.7 Q. When you say "this company," that's8 referring to The Kitchen; correct?9 A. Yep.

10 Q. Why did you want to build The Kitchen11 forever?12 A. I have a wonderful passion for food and I13 have a lot of business background, and that combines my14 business background and my passion.15 Q. You say here, You can get us really good16 cash flow with around a investment.17 Do you see that?18 A. I do see that.19 Q. All right. What did you mean by that you20 could get a really good cash flow with around a 21 investment?22 A. When you put money into a business, you23 invest in it so that it can generate cash flow.24 Q. And so , though, was the size of25 the investment that you felt like you personally needed to

12 (Pages 42 - 45)


* CONFIDENTIAL *

1 put into the company in order to generate the cash flows

2 that would help build this company forever; correct?

3 A. Yeah. It was an estimate, but sure. I

4 wasn't necessarily referring to my own money, but yeah, it

5 was a combined -- it wasn't just my own money.

6 Q. So just generally would be

7 enough is what you're saying?

8 A. That was my estimate at the time.

9 Q. But you wanted to invest in the

10 company, though; correct?

11 A. Not necessarily.

12 Q. But you asked your brother to upsize the

13 loan that you had previously discussed to as

14 high as ; correct?

15 A. Yeah. He misunderstood me, but yes. I

16 would have used it for multiple things besides The

17 Kitchen, but yes.

18 Q. What other things?

19 A. Just liquidity. Just managing liquidity.

20 Q. A little bit further up on the chain, about

21 midway through the first page -- I'm sorry. Let's start at

22 Elon's 8:24 p.m. email on November 17th. Do you see that?

23 A. 8:24 p.m. Yes.

24 Q. Your brother writes, "I thought you were

25 talking about using SpaceX shares as collateral."

Page 47

* CONFIDENTIAL *1 Do you see that?2 A. Yes.3 Q. And that refers to the confusion that you4 had previously discussed; right?5 A. Yep.6 Q. He didn't appreciate you asking him for the7 money; right?8 A. Exactly.9 Q. He says, "You do know that I don't actually

10 have cash; right? I have to borrow."11 Do you see that?12 A. That's correct.13 Q. And what did you take that to mean?14 A. The same -- he operates on the same15 business principle that I do, which is we have loans16 that -- that -- that are against our shares in different17 companies, so that we can manage liquidity and not sell18 shares. To avoid selling shares.19 Q. Did he have loans on his SolarCity shares at20 this time?21 A. I have no information about what his loans22 were on.23 Q. You note that you're open to selling SpaceX24 shares, but you'd rather not. Do you see that?25 A. Yep.

Page 48

* CONFIDENTIAL *

1 Q. Why would you rather not sell SpaceX shares

2 to gain additional liquidity?

3 A. For the same reason I would rather not sell

4 SolarCity or Tesla or others. Shares -- shares generally

5 go up into the right.

6 Q. You talk a little bit about getting a loan

7 on your SpaceX shares from Goldman Sachs in this email. Do

8 you see that?

9 A. I did, yeah.

10 Q. Is that something you discussed with your

11 brother?

12 A. Only in this email. In fact, I don't think

13 I talked to Goldman. I think I -- Karen probably might

14 have spoken to Goldman, but I did not.

15 Q. Your brother at 11:34 p.m. on November 17

16 writes, I did it through Goldman, but heavily

17 overcollateralized at 20 to 1. I moved the loans to Tesla

18 and SolarCity when the value went high enough.

19 Do you see that?

20 A. I see it.

21 Q. Does that refresh your recollection as to

22 whether your brother Elon had loans collateralized by his

23 SolarCity shares?

24 A. He would never have reshared his -- what he

25 collateralized, so this is probably the only information I

Page 49

* CONFIDENTIAL *1 would have ever received on it. This is not the kind of2 thing -- it's not interesting to me, either.3 Q. So just to be clear, your brother was the4 chairman of SolarCity; right?5 A. That's correct.6 Q. At some point, he wanted to talk about a7 transaction where Tesla would be acquiring SolarCity;8 correct?9 A. Yes. He -- at some point, he did talk

10 about -- we'd been talking about the -- combining the11 companies for years.12 Q. In your capacity as a Tesla director, you13 never had a conversation where your brother disclosed14 whether or not he had loans collateralized by his SolarCity15 shares?16 A. It is very possible that conversation17 happened at the board level, but I do not recall it.18 Q. Your brother writes, "We should talk though.19 An economic winter is coming."20 Do you see that?21 A. Yes.22 Q. And you respond back, "I'll call today."23 Do you see that?24 A. I see it, yeah.25 Q. All right. Did you, in fact, call your

13 (Pages 46 - 49)


* CONFIDENTIAL *1 brother around November 18th, 2015?2 A. I probably did.3 Q. Did you discuss his view about an economic4 winter?5 A. My brother believes an economic winter is6 coming every single day.7 Q. Did you discuss -- what did you discuss8 during the call that followed this email exchange?9 A. Honestly, this is just too long ago for me

10 to remember what we discussed.11 Q. Did you discuss possible acquisition of12 Tesla -- or of SolarCity by Tesla?13 A. I don't believe we would have discussed14 that.15 MR. SLIFKIN: You should let Justin finish16 the question before you start answering.17 A. I'm sorry. Go ahead.18 Q. (By Mr. Reliford) Can I go back to the first19 email on the chain for a second? You write here, "Don't20 love the idea of giving up a bunch of my company if I can21 avoid it."22 Do you see that?23 A. Yeah.24 Q. What did you mean by that?25 A. When you're building a company, you really

Page 51

* CONFIDENTIAL *1 are -- your love and your heart is in it. You really want2 to be -- you want to be a significant owner in the3 company.4 Q. And if you didn't come up with the money to5 invest, but that money was raised from other investors,6 your proportional share would decrease; right?7 A. That's correct.8 Q. And you didn't particularly like that idea;9 right?

10 A. I do it all the time.11 Q. Did you ever take out a loan against your12 SpaceX shares?13 A. No.14 Q. Was it tough, asking your brother for a15 loan?16 A. No. 17 .18 Q. But up to this point in your adult life, you19 never needed to request a loan, let alone a 20 loan; right?21 A. Yes. I'm a pretty wealthy guy.22 Q. Yeah. And that was -- strike that.23 (Exhibit 9 was marked.)24 Q. Mr. Musk, the court reporter has handed you25 what's been marked as Exhibit 9 in this deposition. For

Page 52

* CONFIDENTIAL *

1 the record, it's a multi-page email chain beginning at

2 TESLADIR0029509 and continuing through 29511.

3 A. Okay. I've read it.

4 Q. I'd like to start with the first email in

5 time, a December 8, 2015, 3:05 p.m. email from you to Karen

6 Winkelman and Bret Johnson.

7 A. Yep.

8 Q. Do you see -- all right. Who is Bret

9 Johnson?

10 A. He's the CFO of SpaceX.

11 Q. All right. And this email is dated

12 December 8th, 2015; right? Strike that. I think I already

13 said it.

14 You say, Bret, Karen is my CFO and will

15 handle the sale of my SpaceX shares. Karen, I told Bret

16 I'd sell with the Tesla sale. Maybe we'll stick

17 to .

18 Do you see that?

19 A. I see it.

20 Q. Okay. So at some point before December 8th,

21 you made the decision that you would sell your SpaceX

22 shares to get liquidity; right?

23 A. Yes.

24 Q. Why sell SpaceX shares rather than

25 continuing to draw on your Tesla line?

Page 53

* CONFIDENTIAL *1 A. To just make a decision as part of my2 normal business to get liquidity either from margin or3 from -- from selling shares. And even in Tesla, I would4 have likely sold shares through a 10b5. So it's just5 standard business procedure.6 Q. You write Ms. Winkelman in the next email7 up, "I'd like to participate in the December 18th close for8 The Kitchen if possible."9 Do you see that?

10 A. Yes.11 Q. And that refers to the closing date for the12 private offering that was going on for The Kitchen at this13 time?14 A. Yep.15 Q. It was closing on December 18th; correct?16 A. That sounds like a business email.17 Q. And you note that this sale of SpaceX stocks18 would be instead of a loan from your brother; right?19 A. Yes. Or possibly a -- the other20 alternative was a loan from Goldman.21 In the first email, December 8th, 2015, I22 referred to a loan option, and I'm referring to the Goldman23 loan option.24 Q. Uh-huh. In Ms. Winkelman's December 9, 201525 email, she says, I did speak with Bret today. Very nice

14 (Pages 50 - 53)


* CONFIDENTIAL *

1 guy. It would be pretty tough for him to get them sold

2 this year anyway.

3 Do you see that?

4 A. I see it.

5 Q. So she's telling you that it would be hard

6 for Mr. Johnson to get your SpaceX shares sold before

7 December 18th; right?

8 A. It sounds like it, yeah.

9 Q. She notes that the process could take

10 anywhere from two weeks to two months.

11 Do you see that?

12 A. I see it.

13 Q. You're a director of SpaceX? For SpaceX.

14 A. I'm a director of SpaceX; that's right.

15 Q. Did you have any reason to disagree with

16 Ms. Winkelman's assessment of how long it might take for a

17 sale of SpaceX shares?

18 A. I did, yeah.

19 Q. Do you think it could be done shorter?

20 A. Yes. I just sold it to a friend. I sold

21 some SpaceX shares to a friend.

22 Q. When was that when that sale happened?

23 A. I don't know the exact date, but it would

24 have been right around then.

25 Q. Who was the friend?

Page 55

* CONFIDENTIAL *1 A. His name is Andre Pieterse.2 Q. And who is that?3 A. Who is he?4 Q. Yeah.5 A. He's a friend.6 Q. How do you know Mr. --7 A. I've known Andre for -- I went to high8 school with him.9 Q. Do you -- SpaceX is a privately held

10 company; right?11 A. Yeah.12 Q. Does anybody need to approve sales of stock?13 Of SpaceX stock?14 A. I believe SpaceX has to approve it, but15 it's standard business procedure.16 Q. How many investors are there in SpaceX?17 A. I do not know. Quite a few, I'm guessing.18 Q. More than 100?19 A. Probably.20 Q. More than 1,000?21 A. I don't know.22 Q. Is there a market out there for SpaceX23 shares amongst the current investors?24 A. I can't speak for whether there's a market25 out there, but I had a friend who wanted to buy some of my

Page 56

* CONFIDENTIAL *1 SpaceX shares and I sold it to him.2 Q. How often is the -- the SpaceX -- is SpaceX3 called upon to approve private sales of its shares?4 A. I think fairly often. I think very often,5 actually. I believe they actually organize it.6 Q. What do you mean by that?7 A. It's a tender offering as per his email8 here.9 Q. I'm sorry. Can you explain that a little

10 bit more to me?11 A. A tender offering is when SpaceX organizes12 to sell shares.13 Q. And does that happen periodically?14 A. It happens whenever SpaceX wants to do it.15 Q. And those would be newly issued SpaceX16 shares then?17 A. No. Those would be shares that people can18 sell. They have already owned them.19 Q. And who's partic -- who's invited to20 participate in these offerings?21 A. That's a process I don't -- I don't have22 insight into.23 Q. Ms. Winkelman writes at the top, At current24 debt levels versus SolarCity/Tesla stock price, you have25 just barely 2.5 million available on those lines.

Page 57

* CONFIDENTIAL *1 Is that right?2 A. Uh-huh.3 Q. All right. And then she goes on, That's4 with 40 percent of your Tesla pledged.5 Do you see that?6 A. I see that.7 Q. Why is 40 percent sort of a -- strike that.8 Does this reference to 40 percent have any9 significance to you?

10 A. It's probably the guidelines from Tesla,11 which have changed over the years, so that's not what the12 guidelines are today.13 Q. All right. But the guidelines at that time14 said that you couldn't have more than 40 percent of your15 Tesla holdings pledged as collateral on loans; correct?16 A. That's correct. It's to ensure we have a17 lot of liquidity if things are needed.18 Q. And you were out of compliance with the19 guideline at this time; is that right?20 A. I don't think so.21 Q. Or -- strike that. What do you mean by your22 description of the purpose for sort of the 40 percent cap23 on pledging shares? You said, I believe, it's to ensure we24 have a lot of liquidity if things are needed.25 A. Yeah. So if you pledge 100 percent of your

15 (Pages 54 - 57)


* CONFIDENTIAL *1 shares --2 Q. Uh-huh.3 A. -- then -- and the stock price goes down a4 lot, then you may have a margin call or something that you5 can't cover. And if you only pledge 40 percent and then6 things go down a lot, you have a lot of room. So we had a7 lot of room.8 Q. So it's to assure the directors have9 liquidity in Tesla shares; right?

10 A. It's to ensure that in the case of -- if --11 if the share price were to go down, surprisingly, that we12 would have plenty of room and we would not be under13 pressure.14 Q. When you say "we" there, you're referring to15 the directors of Tesla; right?16 A. It may apply to more than the directors,17 but I know it applies to the directors.18 Q. Okay.19 A. Yeah.20 After this email, when we finish this line21 of questioning, I'd like to take a break.22 MR. RELIFORD: Why don't we do that right23 now.24 THE DEPONENT: Great. Thank you.25 MR. SLIFKIN: Before we go off the record,

Page 59

* CONFIDENTIAL *

1 I'd just like to ask the court reporter to mark the entire

2 transcript as confidential.

3 VIDEOGRAPHER: This is the end of media

4 Number 1. Going off the record. The time is 11:01.

5 (Recess taken from 11:01 a.m. to 11:13 a.m.)


7 VIDEOGRAPHER: We are back on the record.

8 The time is 11:13. This is the beginning of media Number 2

9 in the deposition of Kimbal Musk.

10 Q. (By Mr. Reliford) Welcome back, Mr. Musk.

11 You understand you're still under oath?

12 A. I understand.

13 Q. The court reporter has handed you what's

14 been marked as Exhibit 10 in the deposition. For the

15 record, it's a one-page email Bates number TESLADIR0034865.

16 A. Uh-huh.

17 Q. All right. And this is an email chain

18 between you and your CFO, Ms. Winkelman; is that right?

19 A. That's correct.

20 Q. And it's on February 8th, 2016; is that

21 right?


23 Q. All right. Ms. Winkelman writes to inform

24 you that there is a call on your SolarCity line; correct?

25 A. Uh-huh.

Page 60

* CONFIDENTIAL *1 Q. And then she informs you that she's going to2 move $350,000 from your Tesla line to cover the SolarCity3 line; is that correct?4 A. Correct.5 Q. And you approve that movement of money from6 the -- funds from the Tesla line to the SolarCity line?7 A. It doesn't look like -- it doesn't sound8 like I approved it or needed to approve it.9 Q. So she would have just moved the money?

10 A. Yeah. She would have just moved it around.11 Again, this is part of normal business procedures.12 Q. And she had the authority to move the money13 without giving you --14 A. With an email like this, sure.15 Q. You write to Ms. Winkelman, "As things16 stand, I will not invest more in The Kitchen until markets17 recover."18 Do you see that?19 A. Yeah.20 Q. And what did you mean by "as things stand"?21 A. I felt like the -- again, this is many22 years ago, but probably, the stock prices were23 artificially low. And when they recovered, they will go24 back to their normal price range.25 Q. You felt as though SolarCity stock price was

Page 61

* CONFIDENTIAL *1 artificially low at this time?2 A. This email refers to the markets, so it's3 possible that it was also the markets, but I'm sure I4 would have included SolarCity in that, as well.5 Q. All right. But the email is about a call on6 your SolarCity line specifically; correct?7 A. Her email is and mine is not.8 Q. Okay. You say here, "SpaceX should be fine9 and may be a safe harbor for investors."

10 Do you see that?11 A. Yes.12 Q. What did you mean by "safe harbor for13 investors"?14 A. This really tells me I was referring to the15 markets in general. So safe harbor would be investors16 will look at it as a place to invest when the markets are17 struggling -- the public markets are struggling.18 Q. So you could offload some SpaceX shares to19 investors is what you're saying?20 A. Yeah. I wouldn't use the word "offload,"21 but I could sell some -- some shares.22 Q. And you told Ms. Winkelman on February 8th23 to put a sell order in place at $110; right?24 A. Yes.25 Q. So you would sell SpaceX shares at $110 --

16 (Pages 58 - 61)


* CONFIDENTIAL *

1 A. Yes.

2 Q. -- as of February 8th; correct?

3 A. Yes.

4 Q. All right. You go on, "From the

5 conversations I'm hearing, this is going to last at least a

6 year and possibly through 2017."

7 A. Yeah.

8 Q. All right. Did you -- were you talking

9 about the volatility in the SolarCity stock price?

10 A. No. That looks like I was talking about

11 the markets.


13 Q. Mr. Musk, the court reporter has handed you

14 what's been marked Exhibit 11 in this deposition. It's a

15 one-page email chain with a Bates number TESLADIR0035053.

16 Let me know when you've had a chance to review it.

17 A. Okay.

18 Q. All right. This is February 9th, 2016;

19 right?

20 A. Yep.

21 Q. So it's one day after the last email we

22 looked at; right?

23 A. Got it. Okay.

24 Q. Ms. Winkelman writes, Hi. Here I am with

25 bad news again. Frowny face. After-hours trading on SCTY

Page 63

* CONFIDENTIAL *

1 is pretty ugly. Down over 30 percent to under $18.

2 Do you see that?

3 A. I do, yeah.

4 Q. Do you recall what drove the stock price of

5 SolarCity down 30 percent to under $18 on or around

6 February 9th, 2016?

7 A. I don't recall.

8 Q. She says -- Ms. Winkelman continues, There

9 will likely be a very large call tomorrow, probably

10 $1 million. We will satisfy it with the Tesla line.

11 Do you see that?

12 A. I see it, yeah.

13 Q. All right. Do you have any reason to

14 believe that you didn't transfer money from the Tesla line

15 to the SolarCity line to pay that down to avoid the call?

16 A. Can you repeat the question?

17 Q. Sure. Did Ms. Winkelman go through and move

18 money from your Tesla line to pay down your SolarCity line?

19 A. She would have done whatever was needed to

20 comply as part of normal business procedures.

21 Q. And that was around a million dollars that

22 needed to be transferred; right?

23 A. Likely. Yeah. That sounds like it. I

24 mean, this is an email the day before, so we don't know

25 what it would have been the day after.

Page 64

* CONFIDENTIAL *1 Q. You give her the go-ahead. And then you2 note, quote, This is going to be a rough ride, end quote.3 Do you see that?4 A. Yes.5 Q. All right. And by "rough ride," you meant6 that there would be continued volatility in SolarCity?7 A. No. By "rough ride," I meant there would8 be continuing volatility in the markets.9 Q. You say, Let Bret at SpaceX know we will

10 sell at $95, but let's just do 2 million.11 Do you see that?12 A. I do see that.13 Q. All right. Did you sell any SpaceX shares14 at $95 around this time?15 A. I do not believe so.16 Q. And the day before, your sell order was at17 $110; right?18 A. Yeah.19 Q. So over one day, you dropped it by $15 per20 share; correct?21 A. That's correct. That would be normal22 business procedures.23 Q. Now, around this time, you were getting24 relatively stressed about the volatility in the market;25 right?

Page 65

* CONFIDENTIAL *1 A. I would -- I would say that my history as a2 businessman has taken me into rough waters many, many3 times, so it would be a stretch to say I'm stressed, but4 it is -- but there is definitely something to figure out5 here.6 Q. You were getting nervous about the impact of7 the volatility in particular in solar --8 A. I would say I wasn't nervous -- sorry.9 Q. You were getting nervous about the

10 volatility in particular in SolarCity stock around this11 time; correct?12 A. I don't think I was getting nervous.13 Q. So you weren't nervous and you weren't14 stressed?15 A. I think if -- if that were to stress me16 out, then when SolarCity went public at $10, would that17 stress me out? Because that's what it went public for.18 It's not really stressful.19 Q. Later that day, you requested some financial20 analysis from the CFO of The Kitchen, Ms. Waterman;21 correct?22 A. Yes.23 Q. And you specifically requested it to calm24 your nerves; right?25 A. I'd need to see the email.

17 (Pages 62 - 65)


* CONFIDENTIAL *



3 been marked as Exhibit 12 for this deposition. It's a one-

4 page email chain Bates labeled TESLADIR0035055. Do you see

5 that?

6 A. I do see that.

7 Q. Okay. So I'll repeat my question. You

8 requested from Ms. Waterman financial information related

9 to The Kitchen specifically to calm your nerves?

10 A. Yes. I was the CEO of The Kitchen, and so

11 it is very important during a difficult market to make

12 sure you have enough cash runway in your business.

13 Q. So why did that make you nervous?

14 A. When markets get tight, you have capital

15 requirements and it's hard to go raise money with The

16 Kitchen, so I needed to know what the runway was.

17 Q. What do you mean by "runway"?

18 A. How much cash we had to operate to build

19 the business. So if we had 10 years of runway, not

20 stressful. If we had two months of runway, that would be

21 stressful. As a CEO of a business, that is stressful.

22 Q. So because of the market volatility, you

23 were concerned about The Kitchen's ability to raise funds

24 from investors; right?

25 A. No. I believe the answer was we don't need

Page 67

* CONFIDENTIAL *

1 to raise money so then, I was okay.

2 Q. I'm sorry. I'm trying to understand your

3 last answer. All right?

4 A. Okay.

5 Q. You talked about the impact of capital

6 markets on your business as a CEO; right?

7 A. Yes.

8 Q. And you were describing why that would be a

9 concern when the markets turned ugly; right?

10 A. Yes.

11 Q. All right. That's the -- what I was trying

12 to get at.

13 A. I answered correctly.

14 Q. Yeah. Okay. So in a bad or down market,

15 there was concern -- you would be concerned as the CEO of a

16 privately held company with that company's ability to raise

17 capital; correct?

18 A. If I had a short cash runway, which is what

19 I was checking.

20 Q. All right. So the answer was --

21 A. I did not have a cash runway. And

22 therefore, I was calm.

23 Q. Can you read the top email into the record

24 in the chain.

25 A. Yeah.

Page 68

* CONFIDENTIAL *1 Q. Please do.2 A. What's that?3 Q. Could you read that topo -- your top email4 into the record.5 A. Sounds good. SolarCity just got down --6 just got cut down by two-thirds in value. Tesla is almost7 50 percent down. Motherfucker.8 Q. Do you cuss often in emails?9 A. Probably more than I should.

10 Q. But you were calm on February 9th is your11 testimony; correct?12 A. I didn't feel like I was not calm.13 (Exhibit 13 was marked.)14 Q. For the record, Exhibit 13 is a one-page15 email chain between you and , dated16 February 10, 2016, with the Bates number TeslaDIR35108.17 Who is Ms. ?18 A. .19 Q. 20 A. 21 Q. 22 A. 23 Q. All right. You told that24 February 9th, you went to bed super-stressed. Is that25 right?

Page 69

* CONFIDENTIAL *1 A. I think -- I just looked at the other2 email. I think I had not gotten an answer on The Kitchen3 from Merle on our cash position, so I'm guessing I woke4 up -- when I did find out the cash position, which was5 positive, that I felt much better.6 Q. You note in your first email that -- again,7 that SolarCity just dropped by two-thirds in value in the8 past month. Do you see that?9 A. Yes.

10 Q. All right. Why was SolarCity's stock price11 declining so rapidly so quickly during the month of --12 during the beginning part of 2016?13 A. I do not recall the reasons why. I wasn't14 on the board or that privy to the -- to the information.15 It sounds like I'm more amazed than I'm stressed.16 Q. You were amazed that SolarCity's stock price17 was dropping; is that right?18 A. Just the overall economy. Just the economy19 changing so much so fast.20 Q. But in your email to Ms. , you don't --21 you talk about, in particular, SolarCity's stock price;22 right?23 A. The subject, though, is the economy, yeah.24 Q. But the substance talks about SolarCity's25 stock price, right?

18 (Pages 66 - 69)


* CONFIDENTIAL *1 A. I think as it impacts me personally, yes,2 but the economy is the -- the -- there was incredible3 changes going on.4 Q. But you don't mention any other investments5 besides SolarCity or Tesla; right?6 A. Those are the only public stocks that I7 own.8 Q. Right. When the economy -- the public9 markets are -- take a downturn, it impacts you through your

10 ownership of either Tesla or SolarCity?11 A. That's -- that is correct. I might own12 other stocks, just for the record, but not -- not13 significant holdings.14 This email makes me feel very nice to have15 my wife beside me.16 Q. I feel the same way.17 Did you have any discussions with Lyndon18 Rive around this time regarding the performance of the19 SolarCity stock price?20 A. I do not think so and do not recall21 anything like that.22 Q. How about with your brother Elon? Did you23 have any discussions with Elon about SolarCity's stock24 price?25 A. We did have a board meeting a few days

Page 71

* CONFIDENTIAL *1 later where we discussed it was a great opportunity to buy2 SolarCity because the price was so low. Other than that,3 I don't recall anything else.4 Q. That board meeting happened on5 February 29th; is that right?6 A. I think I'd need to see the documents to7 confirm that.8 Q. Were you in favor of an acquisition of9 SolarCity by Tesla when you first forwarded the idea on

10 February 29th?11 A. We'd been talking about it for years and12 had always wanted the companies to be combined. As a13 Tesla shareholder and -- and representing the best14 interests of Tesla, it was a great opportunity to buy15 SolarCity.16 Q. In the transaction, all of your SolarCity17 shares were converted into Tesla shares; is that right?18 A. That's correct.19 Q. You sold all of those shares; is that20 correct?21 A. I am not sure if I sold all those shares22 because I still hold a lot of Tesla.23 MR. SLIFKIN: Could we like pause for a24 second? There's some kind of kerfuffle outside.25 VIDEOGRAPHER: Going off the record. The

Page 72

* CONFIDENTIAL *

1 time is 11:33.

2 (Recess taken from 11:33 a.m. to 11:36 a.m.)


4 The time is 11:36.


6 Q. (By Mr. Reliford) The court reporter has

7 handed you what's been marked as Exhibit 14 in this

8 deposition. It's a multi-page document -- email with

9 attachments -- beginning at TESLADIR53102 and continuing to

10 53106.

11 Do you see that?

12 A. Uh-huh. I'm reading it.

13 I'm not sure if I understand the document,

14 but go ahead with your question, and ...

15 Q. This email is dated Tuesday, February 7th,

16 2017; is that right?

17 A. Okay.

18 Q. That would be after the transaction in this

19 litigation closed; is that right?

20 A. Oh, this is a whole year later. Got it.

21 Okay. Yeah. That makes more sense to me. Okay.

22 Q. So this is after the board's approval of

23 Tesla's acquisition of SolarCity; right?

24 A. Well, this is after it had gone through.

25 Q. After it had gone through?

Page 73

* CONFIDENTIAL *1 A. Yeah.2 Q. Ms. Winkelstein -- Ms. Winkelman writes,3 However, based on that I think if you want to net4 of liquidity after taxes, you will need to sell5 about worth of stock, SpaceX or Tesla.6 A. Okay.7 Q. My general feeling on Tesla right now is8 that perhaps you sell the SolarCity converted shares,9 shares. You use that to completely pay off the

10 remaining $500,000 or so balance on that loan. Then you11 can sell the shares that are not collateral on the12 margin line.13 Do you see that?14 A. Okay.15 Q. And she explains that that will net you16 about at prices over $250 a share.17 Do you see that?18 A. I see it.19 Q. All right. Does this refresh your20 recollection -- or strike that.21 So following the closing of the transaction,22 you ultimately entered into a 10b5-1 plan to sell all of23 the Tesla shares that you received in exchange for your24 SolarCity shares; correct?25 A. I -- based on this email, I would assume

19 (Pages 70 - 73)


* CONFIDENTIAL *

1 you're correct.

2 Q. And that was an effort to gain liquidity;

3 correct?

4 A. The way I recall it is I'm taxed

5 differently if I sell SolarCity converted shares versus

6 Tesla shares, and so it does matter that it specifically

7 calls out the SolarCity converted shares. I think that

8 would be the only reason why I would -- why I would do

9 that.

10 Q. My point is you wanted to net of

11 liquidity around this time; right?

12 A. Yes. From SpaceX or Tesla; right.

13 Q. All right. And you wanted to net -- or you

14 wanted to borrow about from Elon back in 2015

15 for liquidity purposes; correct?

16 A. Up to. I think it was actually

17 .

18 Q. The acquisition of SolarCity by Tesla

19 ultimately allowed you to net significant liquidity from

20 the sale of your Tesla shares; correct?

21 A. That is not correct.

22 Q. Why is that not correct?

23 A. Because I did not -- I did not go through

24 with most of those sales.

25 Q. You never entered a 10b5-1 plan?

Page 75

* CONFIDENTIAL *

1 A. I did a 10b5.

2 Q. Okay. And what do you mean you never went

3 through most of the sales?

4 A. I never got to this of liquidity

5 number.

6 Q. But you entered the 10b5-1 plan; correct?

7 A. Probably the same as the year before. So I

8 would not say it was correct I entered into one, but I

9 probably just continued it.

10 Q. You mentioned earlier your belief that the

11 two companies should have never been separate. Do you

12 remember that testimony?

13 A. I do remember that, yeah.

14 Q. What do you mean by that?

15 A. We are an energy company. And electric

16 cars are one of the products we create. We have other --

17 many electrical products. And when we -- well, I wouldn't

18 say "we."

19 When -- when Lyndon and -- and Peter and my

20 brother decided to do SolarCity, at the Tesla board, we

21 would have much preferred it to be done inside of the

22 company, as -- as our mission was to be an energy company.

23 This is way back, 2006.

24 And we had a board there that wanted us to

25 be a rinky-dink car company. And they were wrong.

Page 76

* CONFIDENTIAL *

1 Q. So let me see if I can unpack that a little

2 bit.

3 A. Sure.

4 Q. Back in 2006, there was an idea for Tesla to

5 actually engage in sort of a solar energy business?

6 A. No. That's not what I said.

7 Q. Okay. In 2006 -- when was the idea that

8 Tesla would be in sort of the solar energy business first

9 raised in discussions amongst your family members?

10 A. I wouldn't use the word "solar energy."

11 But energy business from day one.

12 Q. In 2006, your brother, along with Lyndon and

13 Peter, decided to do SolarCity. That was your testimony;

14 right?

15 A. Yes. I believe that's around that time.

16 Q. And what do you mean by "to do SolarCity"?

17 A. Those were your words.

18 Q. Those are your words. Sorry. So -- you

19 testified -- I believe -- when Lyndon and Peter and my

20 brother decided to do SolarCity, that the Tesla board, we

21 would have much preferred it to be done inside the company.

22 So what did you mean by "do SolarCity"?

23 A. Found the company.

24 Q. Okay. And who was on the board at the time

25 that was against this idea?

Page 77

* CONFIDENTIAL *1 A. There were members of the board that I2 can't recall their names were against the idea.3 Q. And you ultimately got rid of those members4 of the board; correct?5 A. They did not participate in a 20086 financing and resigned from the board as part of that7 process, and we were very happy to be rid of them.8 Q. Does the name Eberhard ring a bell?9 A. Yes.

10 Q. And who was he?11 A. He helped start Tesla.12 Q. Was he one of the people that was -- did not13 participate in 2008 and subsequently left?14 A. He was not an investor, as I recall, so he15 would not have had a chance to -- or he would not have16 been in the -- in the consideration.17 Q. So when the board first discussed on -- when18 the board discussed the acquisition of SolarCity by Tesla19 in February 2016, it's something that you supported;20 correct?21 A. At the time -- I'd like to see the22 documents, if you don't mind, so I can remind myself.23 Q. I don't know what document you're asking24 for.25 A. The minutes of the board meeting.

20 (Pages 74 - 77)


* CONFIDENTIAL *1 Q. Sitting here right now, without reference to2 the document, you can't recall whether or not you supported3 an acquisition of SolarCity by Tesla?4 A. I don't think I did support an acquisition.5 Q. Why not?6 A. We were in an intense operational challenge7 at Tesla.8 Q. What was the operational challenge?9 A. The Model X.

10 Q. And can you describe that in more detail?11 What do you mean by there was an operational challenge in12 connection with the Model X?13 A. When you build cars, they are complicated14 machines. And we had to get -- we had a lot of people15 that had purchased the car and we had to make sure the16 cars were perfect. And that is an operational challenge.17 Q. And why would those operational challenges18 make an acquisition of SolarCity at that time not the --19 something you would support?20 A. Any acquisition during an operational21 challenge is not something you'd rush towards, but the22 opportunity was very, very good for Tesla. The price of23 SolarCity was probably as low as we believed it would ever24 get.25 Q. When did the operational challenges in

Page 79

* CONFIDENTIAL *

1 connection with the Model X end for Tesla?

2 A. It did end -- I mean, end -- we always have

3 operational challenges in some way. Nothing to that

4 extreme. But things calmed down in -- later in the

5 quarter, in early -- early Q2.

6 Q. Uh-huh. At some point, the -- the board

7 wanted to sell sort of a cheaper model car; right?

8 A. Yeah. Sure.

9 Q. I mean, the Model 3; is that right?

10 A. Yeah.

11 Q. When did the board decide that it wanted to

12 sell a more affordable car?

13 A. 2004.

14 Q. Were there operational challenges in

15 connection with the Model 3?

16 A. Yeah. They were -- they were later. They

17 were 2018, but yeah. There were.



20 been marked as Exhibit 15. It's a two-page document, Bates

21 labeled TESLA00001346.

22 A. Okay.

23 Q. These are the minutes from the

24 February 29th, 2016 meeting of the board of directors that

25 we've been discussing; correct?

Page 80

* CONFIDENTIAL *1 A. That's correct.2 Q. It was a special meeting; right?3 A. It says so.4 Q. So this wasn't regularly scheduled?5 A. It says so, yeah.6 Q. And your brother called this meeting;7 correct?8 A. Yes.9 Q. He called it in particular to discuss a

10 potential acquisition of SolarCity; correct?11 A. Yes.12 Q. And he didn't call it to discuss the13 acquisition of any other solar energy company; correct?14 A. If I recall correctly, the price of15 SolarCity was at a -- a very attractive price for Tesla,16 and it is the best solar energy company in the world. And17 that was the opportunity.18 Q. All right. So Elon wasn't interested in19 talking about other solar companies? He wanted to talk20 about SolarCity; right?21 A. I think if other solar companies were22 really good and at an attractive price, we probably would23 have -- in fact, we did include them later.24 Q. That's not my question, though. He called25 this special meeting to talk about an acquisition

Page 81

* CONFIDENTIAL *1 specifically of SolarCity; correct?2 A. At -- this very specific opportunity, the3 best solar company in the world was at a very low price.4 Q. And the minutes note that there was some5 discussion at a March 3rd, 2015 board meeting about an6 acquisition of SolarCity. Do you see that?7 A. You said March 13th?8 Q. March 3rd, 2015.9 A. Yes, I do recall that.

10 Q. So back on 2015, almost a year earlier,11 there was a discussion about purchasing SolarCity?12 A. We had been discussing the combined13 companies for years.14 Q. Specifically to combine Tesla and SolarCity?15 A. Specifically Tesla and SolarCity, yeah.16 Q. Why didn't it happen back in 2015?17 A. I don't recall.18 Q. What were the discussions like back in 201519 about this acquisition?20 A. Probably positive and if it made sense21 price-wise. Things like that.22 Q. And you personally favored an acquisition of23 SolarCity by Tesla back in 2015; correct?24 A. I always believed the two companies should25 be combined.

21 (Pages 78 - 81)


* CONFIDENTIAL *1 Q. Elon felt the same way; correct?2 A. Elon's feelings are his own.3 Q. Did Elon ever express to you that the two4 companies should always be combined?5 A. We talked about it.6 Q. When?7 A. Over the years. Many, many years.8 Q. And has his opinion ever wavered in that9 regard?

10 A. Yeah. There are times when SolarCity was11 too expensive.12 Q. But if the price was right, he always wanted13 to buy -- to have Tesla reacquire SolarCity?14 A. If you can buy the best company in the15 world at a very low price, you should do that.16 Q. And it's your testimony that SolarCity is17 the best company in the world?18 A. It's the public market's testimony. It's19 by my personal opinion.20 Q. Was SolarCity a better company than Tesla21 when they were separate?22 A. It's an unrelated industry in terms of23 we're doing energy, but not solar.24 Q. What do you mean by that? I'm sorry.25 A. In the solar markets, it would be -- Sunrun

Page 83

* CONFIDENTIAL *

1 would be a good example, and they were much better than

2 Sunrun.

3 Q. So you can't really compare Tesla and

4 SolarCity is what you're saying?

5 A. They're complementary, but they're not the

6 same business.

7 Q. These conversations that occurred over time

8 about possible acquisition of SolarCity by Tesla, were

9 these conversations that were had at board meetings?

10 A. The first board meeting where we discussed

11 it was March 3rd, 2015.

12 Q. Okay. And then you didn't discuss it at

13 another board meeting until February 29th, 2016; right?

14 A. Yes.

15 Q. But in the interim, you had other

16 discussions with Elon about combining these two companies;

17 correct?

18 A. Maybe not in the interim between March 3rd

19 and -- and February, but, for sure, the years before that.

20 Q. Did you have any conversations with your

21 cousins Lyndon or Peter about a possible combination of the

22 two companies before February 29th, 2016?

23 A. In the -- in the time before 2015, yes.

24 But I don't think so in 2015, because once it becomes a

25 board activity, it's important to keep your distance.

Page 84

* CONFIDENTIAL *1 Q. Did Elon have any conversations with your2 cousins that you're aware of regarding a possible business3 combination between Tesla and SolarCity?4 A. I'm not aware of it, but I imagine he's the5 CEO of Tesla and could do that.6 Q. In your opinion, would he need to have the7 board's approval to have those conversations? The Tesla8 board's approval?9 A. Official conversations for sure. In other

10 words, a formal offer or something like that, yeah, of11 course, the board needs to be involved.12 Q. But unofficially, Hey, man, one day, we13 should buy you guys? That's fine? He could have that14 conversation without board approval?15 A. I'm the CEO or until recently was the CEO16 of my restaurant company and I've had many casual17 conversations with companies that I might acquire. And if18 they go anywhere, I would bring it up to my board.19 Q. How much notice did the board have before20 February 29, 2016, regarding sort of the purpose of this21 special meeting?22 A. I don't recall.23 Q. Before you sat down or rather -- strike24 that.25 Before you received any materials for this

Page 85

* CONFIDENTIAL *

1 meeting, did you know that that's what you'd be discussing?

2 A. I don't recall, honestly. I don't recall.

3 Q. It says here, "The board discussed and

4 recognized the significant synergies that would result from

5 the company's acquisition of SolarCity and the combination

6 of the businesses."

7 Do you see that?

8 A. Yep.

9 Q. What did the board envision at this time

10 were the significant synergies that would result from the

11 combination?

12 A. What I viewed was the extraordinary access

13 we had to customers who bought into the clean energy

14 vision, and with a powerful solar product attached to our

15 Tesla car and our Powerwalls, we would have extraordinary

16 growth in our -- in our business.

17 Q. Then it goes on, "The board discussed the

18 financial impact of such an acquisition on the company, the

19 potential valuation for SolarCity, the financial resources

20 required for the combined business, and the management time

21 and resources that would be needed and dedicated to the

22 proposed transaction integration."

23 Do you see that?

24 A. I do see that.

25 Q. Okay. What do you recall of the board's

22 (Pages 82 - 85)


* CONFIDENTIAL *1 discussion regarding the financial resources required for2 the combined business?3 A. I recall us seeing a very attractive price4 and looking at the reality of our operational challenges5 and saying, Hey, maybe this is not the right time, but6 acknowledging that this was a very good price to buy the7 company.8 Q. So that would be pretty expensive to run9 these businesses as a combined business; correct?

10 A. I don't think the term "expensive" makes11 sense.12 Q. It would be very cash-intensive to run these13 two businesses together; right?14 A. I don't think it would be any more cash-15 intensive.16 Q. Than what exactly?17 A. Tesla's a cash -- it has cash needs,18 SolarCity has cash needs. Combine them together, they19 will have cash needs.20 Q. Right. So just -- I'm trying to clarify.21 A. Me -- I just want to make sure --22 "expensive" is not a term that makes any sense in the23 context.24 Q. Fair point. It takes a lot of cash to run25 Tesla? At least it did back --

Page 87

* CONFIDENTIAL *

1 A. Yeah.

2 Q. It took a lot of cash to run SolarCity back

3 in -- sort of February 2016; right?

4 A. (Deponent indicating.)

5 Q. Okay. It was going to take more cash to run

6 the combined business than it was just to run Tesla; right?

7 A. The cash use would be the same of the two

8 separated companies. Probably a lot less.

9 Q. Than they would be in the aggregate, if they

10 were separate?

11 A. Yes.

12 Q. I'm asking a different question.

13 A. Sure. Go ahead.

14 Q. When you combine them, it's going to cost

15 more to run the pro forma company than just to run Tesla

16 without SolarCity; right?

17 A. I think it depends on how you combine the

18 companies.

19 Q. So there's a way to combine these two

20 companies that lessened the amount of cash that Tesla needs

21 to run to operate?

22 A. Sure.

23 Q. What's that way?

24 A. Well, you could bring on SolarCity and then

25 stop growing the company and just use their cash flow

Page 88

* CONFIDENTIAL *

1 positive part of the business to generate additional cash.

2 Q. Was that the plan in connection with the

3 acquisition?

4 A. It was an optional plan.

5 Q. Did that happen in connection with --

6 A. I think, actually, much of that did happen.

7 Q. So you bought Tesla and -- or you bought

8 SolarCity, but then just stopped growing SolarCity?

9 A. This is a year later, so -- to -- to be

10 clear. This is not necessarily how we were thinking about

11 it here. But you asked me a question, whether or not it

12 would be more cash-intensive, and the answer is not

13 necessarily.

14 Q. If you didn't plan on growing SolarCity's

15 business, it would not be more cash-intensive; right?

16 A. Actually, it depends. You could even

17 get -- you can get cash in other places. The difference

18 is what you mean by cash. Do you mean liquidity or do you

19 mean the ability to get loans or do you mean equity fund

20 raises? Do you mean the cash balance that Tesla has?

21 Q. All right. So just to circle back --

22 A. Sure.

23 Q. -- the question I have is what were the

24 board's discussions regarding the financial resources

25 required for the combined business? I'm just trying to

Page 89

* CONFIDENTIAL *1 understand what was discussed on February 29th --2 A. I don't think we discussed it at any level3 of detail because we didn't know SolarCity's finances.4 How would we know?5 Q. It goes on, "The board recognized the6 potential conflicts of interest that certain board members7 may have, given their relationships with SolarCity."8 Do you see that?9 A. Yep.

10 Q. All right. What were the conflicts of11 interest discussed at this board meeting?12 A. If I recall correctly, it was Antonio and13 Elon.14 Q. Those were the only two people whose15 conflicts of interest were discussed at this February board16 meeting?17 A. We'd have to refer to legal counsel, but18 they would have told us whoever was conflicted.19 Q. Was there any discussion about your20 potential conflict of interest in connection with the21 acquisition?22 A. No.23 Q. All right. And how about the -- Mr. Buss?24 A. Not that I recall.25 Q. Mr. Ehrenpreis?

23 (Pages 86 - 89)


* CONFIDENTIAL *1 A. I recall him because he sits on DBL, but2 Nancy is the partner and so -- I recall us just saying no,3 that's not a conflict.4 Q. So the fact that -- and DBL -- I'm sorry.5 Strike that.6 DBL was invested in SolarCity at this time;7 right?8 A. I would let the record state whether that's9 true. I do know that Nancy did, but it was before I

10 rejoined the company, and I don't know what it was called11 before that.12 So whether it was DBL or it was another13 firm, I'm not sure, but Nancy was a partner with Ira at14 DBL.15 Q. And you don't -- sitting here today, you16 don't recall whether or not DBL had an investment in17 SolarCity at this time?18 A. Nancy Pfund represented an investment in19 SolarCity.20 Q. How about Mr. Jurvetson? Were there any21 discussions of possible conflicts of interest on22 Mr. Jurvetson's behalf?23 A. His firm was an investor in SolarCity, but24 he was not on the board at SolarCity, so I do not recall25 us discussing him being conflicted.

Page 91

* CONFIDENTIAL *1 Q. And the board ultimately authorized2 management to gather additional details and to further3 explore and analyze the potential transaction with4 SolarCity or other related businesses; right?5 A. Yeah.6 Q. So you discussed the possible conflict of7 interest that Elon had in connection with the transaction;8 right?9 A. Yep.

10 Q. All right. Did you take any steps at that11 time to say, Elon, you shouldn't be involved in this12 process?13 A. It's very hard not to include a CEO for14 strategic and operational reasons because he's the CEO.15 But whenever it came to any deliberations or voting, which16 we didn't do at this time, Elon was not present. That was17 all driven by legal counsel, to ensure we were doing the18 right thing.19 Q. Later on, the board determined this wasn't20 the right time; right?21 A. The board decided, yeah.22 Q. Other than the operational issues in23 connection with the Model X, were there any other reasons24 that the board discussed as reasons not to proceed with the25 acquisition of SolarCity?

Page 92

* CONFIDENTIAL *1 A. Not that I recall.2 Q. So simply the Model X? Nothing else?3 A. I'm sure there were other factors, but it4 was driven by the Model X.5 Q. What other factors might have factored into6 your decision back in 2000 -- February of 2016?7 A. We had a very attractive price for8 SolarCity, so it was worth considering. Other factors9 might have included management time, distraction from

10 operations, Model X.11 Q. In May of 2016, the company conducted a --12 or strike that.13 In May of 2016, Tesla conducted a sizable14 offering of shares; correct?15 A. I vaguely recall that.16 Q. It was over $2 billion; right?17 A. Okay.18 Q. Did that factor into the board's decision19 not to proceed with the transaction?20 A. I do not recall that being a factor.21 Q. There was no discussion at all at any point22 about the offering that was being conducted as a reason23 that management shouldn't be distracted by some sort of24 acquisition of SolarCity?25 A. I do not recall it being discussed at all.

Page 93

* CONFIDENTIAL *

1 Tesla raises a lot of money a lot of times. So I forgot

2 about that funding.

3 Q. Was there a discussion at the February

4 2019 -- February 2016 board meeting about possible premiums

5 that would be paid in the acquisition of SolarCity by

6 Tesla?

7 A. I'm not sure if we discussed any of the

8 specifics, but the standard premium is about 30 percent

9 above their public price.

10 Q. What do you mean by "standard premium"?

11 A. Meaning that if you want to acquire --

12 acquire a company that's in the public markets, you

13 usually have to provide a purchase price of 30 percent

14 above its trading value at the time of the offer so that

15 you can convince the shareholders of the existing -- of

16 the -- of the company being acquired that -- to vote in

17 favor of the -- of the transaction.



20 been marked as Exhibit 16 for this deposition. It's a

21 document -- email with attachment, with a Bates number

22 TESLADIR0035950, continuing through -- well, continuing for

23 several pages.

24 A. Okay.

25 Q. Are these the materials that you received

24 (Pages 90 - 93)


* CONFIDENTIAL *1 for the February 29th, 2016 board meeting?2 A. Yeah. We would have received them just3 minutes before the board meeting.4 Q. Would you have expected Elon to have seen5 them before that time?6 A. Not necessarily.7 Q. The code name for the acquisition was8 Project Icarus; is that correct?9 A. According to the documents, yeah.

10 Q. Who came up with that code name?11 A. No idea.12 Q. Who delivered -- or who went through this13 presentation at the board meeting?14 A. Probably the CFO. Jackson Wheeler, I15 believe was his name.16 Q. Did Elon make any comments at the board17 meeting?18 A. I don't recall.19 Q. Did Elon speak in favor of a transaction at20 that time?21 A. I don't think he would have brought it to22 the board unless he had a favorable opinion about it.23 Q. If you turn to -- I guess it's the third24 substantive page of the presentation. That's an25 accretion/dilution EPS analysis. Do you see this?

Page 95

* CONFIDENTIAL *1 A. I see it.2 Q. Why would you, as a board, consider3 accretion or dilution in earnings per share?4 A. You know, I'm not a finance person, so I'm5 more of a business leader. And my view on it was the6 SolarCity price was at a 52-week low or close to it and it7 was an opportunity to acquire a strategic part of our8 future.9 The accretion/dilution earnings per share, I

10 think is meant for more financially oriented folks.11 Q. So accretion/dilution EPS isn't really a12 factor that you would consider important in your decision-13 making process?14 A. I would care about it in terms of how it15 impacts Tesla shareholders.16 Q. But the more important thing for you was the17 stock price of SolarCity?18 A. Well, really, the more important thing for19 me is the stock price of Tesla. It's just that SolarCity20 was at a afford -- a very low price.21 Q. And that was more important to you than the22 accretion/dilution analysis that was presented here?23 A. My -- my simplistic view of the world is24 someone buys a share for $250. If it goes up to 300,25 they're happy. If it goes to 200, they're less happy.

Page 96

* CONFIDENTIAL *1 Stays at 250, they're okay. And that's how I represent2 the Tesla shareholders.3 Q. This accretion/dilution analysis discusses4 sort of a 25 percent premium situation and a 40 percent5 premium situation. Do you see that?6 A. I do see that.7 Q. Do you know how those illustrative premiums8 were selected?9 A. 30 percent is standard. So a range of 25

10 to 40 percent would be fair to understand the high and11 low -- low price of the business.12 Q. So 10 percent higher than standard and13 5 percent lower than standard would be fair, in your14 opinion?15 A. I think for an analysis, yes.16 Q. This accretion/dilution analysis shows the17 transaction would be dilutive at either a 25 percent18 premium or a 40 percent premium based off of 201719 anticipated earnings; correct?20 A. 25 percent premium and 40 percent premium21 to their public market price.22 Q. So yes?23 A. Yes.24 Q. All right. Same for 2018 expected financial25 results; right? The transaction was going to be dilutive

Page 97

* CONFIDENTIAL *

1 on an earnings-per-share basis; right?

2 A. I don't fully grasp how it works with pro

3 forma earnings per share. So that is -- that is not

4 something that I -- if the finance team put it forward as

5 this, I would not -- I'm not here to disagree with them.

6 Q. Was there any discussion about when the

7 transaction would actually become accretive on an earnings-

8 per-share basis?

9 A. There probably was, but I'm not an expert

10 on -- on finance and earnings-per-share basis.

11 Q. All right. If you would turn to the next

12 page. There is a slide entitled "Net Cash Flow." Do you

13 see that?

14 A. I see it.

15 Q. And it has a line here "Icarus." Is that

16 SolarCity, to your understanding?

17 A. To my understanding.

18 Q. And it looks like there's negative

19 $122 million net cash flow in 2015 actual results; right?

20 A. 2015 actual -- okay.

21 Q. And then that goes to 483 million in 2016.

22 Do you see that?

23 A. I do see that, yep.

24 Q. All right. What was the cause for that sort

25 of decrease or -- rather, increase in negative net cash

25 (Pages 94 - 97)


* CONFIDENTIAL *1 flow?2 A. I -- I recall it being part of SolarCity's3 cash flow plan that they had that cash need, but I can't4 recall the specifics of what caused that cash need.5 Q. If you go to the Tesla model -- it's on6 page 8 of the deck. These are Tesla's internal forecasts;7 correct?8 A. Let me look. Yep.9 Q. All right. Now, at the time, management was

10 projecting a change from negative earnings per share to11 positive earnings per share between 2016 and 2017 for12 Tesla; right?13 A. I do see that. What I look at is revenue14 minus expenses. That matters to me.15 Q. So as of February 2016, it was the board's16 estimation that Tesla, on a stand-alone basis, was going to17 become -- or have positive earnings per share beginning in18 2017, absent acquisition of SolarCity; correct?19 A. Positive cash flow. And as I -- I do see20 here earnings per share, as well. Positive net income.21 Q. All right. So that's yes; right?22 A. That's a yes.23 Q. Thank you. The next time you met as a board24 was March 15th, 2016; is that correct?25 A. I believe so.

Page 99

* CONFIDENTIAL *

1 Q. In between February 29th and March 15th, did

2 you have any conversations with your brother about a

3 possible acquisition of SolarCity by Tesla?

4 A. I do not think so.

5 Q. Did you have any discussions with anybody

6 about a possible acquisition of SolarCity by Tesla?

7 A. I don't think so. It was a pretty short

8 time between the two meetings.



11 been marked as Exhibit 17 in this deposition, Tesla --

12 beginning with TESLA1348 and ending at 1359.

13 A. Ready?

14 Q. Yeah. So there was another discussion about

15 a possible acquisition at the March 15th board meeting;

16 right?

17 A. Yes. It says something else as well was

18 discussed, but I don't know what it was.

19 Q. It says here in the event that such an

20 acquisition were to be considered in the future, the

21 Board discussed certain steps management should consider in

22 reviewing potential target --

23 THE COURT REPORTER: Could you slow down,

24 please?

25 Q. (By Mr. Reliford) Sorry. Yes. It says

Page 100

* CONFIDENTIAL *

1 here, "In the event that such an acquisition were to be

2 considered in the future, the board discussed steps

3 management should consider in reviewing potential targets

4 and their valuations and analyzing the combined businesses."

5 A. I'm not sure if we said something

6 different, but this is a regular meeting of the board of

7 directors. This was not a special meeting.

8 Q. Right. What steps were discussed that

9 management should consider in reviewing potential targets?

10 A. I don't recall specific steps that

11 management should consider.

12 Q. Was there any discussion at this meeting

13 about removing Elon from the process of evaluating a

14 transaction with SolarCity?

15 A. I think at this point, it was a very

16 strategic discussion, so we would need Elon in the room.

17 Q. Was there any discussion about removing

18 Mr. Gracias from the discussions of an acquisition of

19 SolarCity?

20 A. I think for strategic reasons, he would --

21 he would be very valuable in the room.

22 If we're done with this, I'd like to take a

23 break.

24 MR. RELIFORD: Sure. Let's go off the

25 record.

Page 101

* CONFIDENTIAL *

1 VIDEOGRAPHER: Going off the record. The

2 time is 12:28.

3 (Recess taken from 12:28 p.m. to 1:01 p.m.)



6 The time is 1:01.

7 Q. (By Mr. Reliford) Before the break, we were

8 talking about the March 15, 2016 meeting of the Tesla board

9 of directors. Do you remember that?

10 A. Yep.

11 Q. Did you express any position at that time

12 regarding the desirability of an acquisition of SolarCity

13 by Tesla?

14 A. I was likely very -- very much in favor of

15 the strategic combo, but also concerned about Tesla's

16 operational capacity to take it in.

17 Q. Did Mr. Buss express any opinions at that

18 March 15th meeting?

19 A. I recall it being a discussion. It wasn't

20 like we all took turns. But the discussion was great

21 strategic, we've been talking about this for years. Is

22 this the right time to do it? And in March, we decided it

23 wasn't the right time to do it.

24 Q. Did anybody on the board take the position

25 that it was a bad strategic option for the company -- or

26 (Pages 98 - 101)


* CONFIDENTIAL *

1 for Tesla to pursue?

2 A. There was a discussion, so the discussion

3 would have had -- you rank some pros and cons.

4 Q. What were the cons that people voiced?

5 A. Tesla has got a lot of growth in front of

6 it. SolarCity has got a lot of growth in front of it. I

7 remember that. Do we -- is the combined entity going to

8 help accelerate the world to an electrical future faster,

9 or would it be better to be separated?

10 From the Tesla shareholder perspective, we

11 didn't think the price would get better, and so that was a

12 pro. But on the con side, we also had to figure out the --

13 how to do it -- how to -- what the combined pro forma would

14 look like. It would be -- it would be a large acquisition.

15 Q. Any other cons that come to mind?

16 A. The sales team was something Tesla really

17 needed and we weren't sure at the time if they were the

18 same kind of salespeople as Tesla could use, but we were

19 desperately in need of salespeople.

20 It worked out very positively that their

21 salespeople joined our team, but it was one of those things

22 where we weren't sure if, culturally, they were the

23 right -- the Tesla culture and SolarCity culture -- they're

24 just two different companies.

25 Not to knock each one or give any pros or

Page 103

* CONFIDENTIAL *

1 cons to each one, it's just that they're different, and if

2 you merge a company, you really want the -- the people --

3 the people that you value to stay with the combined entity.

4 Q. In what ways were the cultures different?

5 A. Tesla was a remarkable product and

6 engineering company. Probably one of the most remarkable

7 in the history of humankind.

8 SolarCity was a remarkable sales and

9 marketing company with some technology, but it was a

10 phenomenal sales and marketing engine.

11 Q. Anything else you can think of as far as

12 differences between the cultures?

13 A. No.


15 been marked as Exhibit 18 in this deposition.

16 A. This is my hearing aid I'm just adjusting,

17 so I'm not checking my phone. Go ahead.

18 Q. These are the minutes from the May 31st,

19 2016 regular meeting of the board of directors. Is that

20 right?


22 Q. How often does the board of directors of

23 Tesla meet on -- for regular meetings?

24 A. Regular meetings are once a quarter.

25 Q. The board discussed a possible acquisition

Page 104

* CONFIDENTIAL *1 of SolarCity at this May 31st meeting; is that correct?2 A. I think at this point, we started to think3 about other solar energy companies, but it included4 SolarCity.5 Q. At any point in 2016, did the Tesla board6 make any outreach to any other solar energy company7 regarding possible acquisition?8 A. We engaged Evercore to create a view of the9 industry and they may have, in that process, connected

10 with those companies. I personally did not reach out to11 any solar companies.12 Q. So you wouldn't know if Evercore actually13 reached out to any solar companies?14 A. It's very possible they did, but I wasn't15 on those calls.16 Q. So you're unaware of any specific outreach17 that may have occurred to other solar companies?18 A. I'm unaware of it.19 Q. The minutes from the May 31st meeting say,20 "The board proceeded to discuss with management the21 possible benefits and detriments of acquiring a solar22 energy company in the context of the company's strategic23 plan."24 Do you see that?25 A. I do see that.

Page 105

* CONFIDENTIAL *1 Q. Okay. And by "management," I see here that2 Mr. Wheeler was present at this meeting; is that right?3 A. Yep.4 Q. Mr. Maron, as general counsel, was present5 at this meeting; right?6 A. Yep.7 Q. And Elon was present at this meeting; is8 that right?9 A. Yep.

10 Q. All right. Is that who is generally11 referred to as management in these board minutes?12 A. In this case, it looks like that's who the13 management was, yep.14 Q. Okay. What were the detriments of acquiring15 a solar energy company in the context of the company's16 strategic plan that the board discussed at this May 31st,17 2016 meeting?18 A. The management team, including Elon,19 discussed the positives and the negatives of the20 acquisition. The strategic side of it was so positive and21 the opportunity was still really high on -- on price that22 from my perspective, I saw -- I still considered it quite23 an opportunistic decision to bring the two companies24 together.25 Q. I'm going to repeat my last question, if you

27 (Pages 102 - 105)


* CONFIDENTIAL *1 don't mind. What were the detriments of acquiring a solar2 energy company in the context of the company's strategic3 plan that the Tesla board discussed at this May 31st, 20164 meeting?5 A. I do not recall the specific detriments6 that the board discussed.7 Q. The board authorized management to assess8 potential acquisitions of a solar energy company; correct?9 A. That's correct.

10 Q. The board authorized management to engage an11 independent financial adviser; is that correct?12 A. Yes. That's correct.13 Q. The board didn't take any steps to exclude14 Elon from discussions with the company's legal or financial15 advisers; correct?16 A. At this point, we were still at a strategic17 level, so that's -- I believe that's correct.18 Q. The board didn't form a special committee to19 evaluate potential acquisitions in the solar space;20 correct?21 A. That is correct.22 Q. Why didn't the board form a special23 committee?24 A. We took legal counsel, and we did what our25 legal counsel suggested.

Page 107

* CONFIDENTIAL *1 Q. Your counsel suggested not forming a special2 committee?3 MR. SLIFKIN: Let me instruct you not to get4 into the specifics of what counsel told you on the basis of5 attorney-client privilege.6 Q. (By Mr. Reliford) Did any one of the board7 members suggest that the board should form a special8 committee?9 A. I don't recall.

10 Q. Did you play any role in the selection of a11 financial adviser for the company?12 A. I remember Evercore being brought up, and I13 worked with them in the past and I thought that would be a14 good -- a good choice.15 Q. So somebody raised Evercore at this May --16 A. I don't recall if they raised it at this17 meeting, but I do recall them, in the month of June,18 coming to the table.19 Q. When had you worked with Evercore before?20 A. I had a company in the 2000s -- a real-time21 search company -- that was acquired by WalMart, and22 Evercore helped with some private fund-raising, and they23 might have helped with the acquisition to WalMart.24 Q. Who suggested Evercore in connection with25 this --

Page 108

* CONFIDENTIAL *

1 A. I don't recall who suggested it. They're a

2 well-known firm.

3 Q. The board allowed Elon to meet with Evercore

4 in connection with a potential transaction; correct?

5 A. I believe so, yeah. I don't see the

6 specifics of that, but I -- I would not be surprised if

7 that was the case.

8 Q. And Elon discussed potential acquisition

9 targets with Evercore before the board discussed potential

10 acquisition targets with Evercore; correct?

11 A. I don't know.

12 Q. Elon discussed potential premiums in the

13 transaction for SolarCity with Evercore before the board

14 had those discussions with Evercore; correct?

15 A. No. I believe we discussed the premium

16 in -- in the previous board meetings.

17 Q. Evercore wasn't present at the prior board

18 meeting; correct?

19 A. Not -- no. Evercore was not.

20 Q. All right. So my question is: To the

21 extent there were discussions after this -- after the

22 company retained Evercore, Elon would have had discussions

23 about possible premiums with Evercore before the board

24 would have had discussions with Evercore about possible

25 premiums; correct?

Page 109

* CONFIDENTIAL *1 A. The correct path is the board and Elon2 discussed possible premiums, then Elon had a discussion3 with Evercore about possible premiums, and then Evercore4 had a conversation with the board about possible premiums.5 Q. It says here that the board authorized6 management to instruct Wachtell Lipton to undertake a7 review of the potential acquisition.8 Was Wachtell company counsel?9 A. I don't believe they were. They were -- we

10 have a lot of lawyers. A lot of legal counsel -- outside11 legal counsel at Tesla. I believe -- I cannot remember12 who was our core outside counsel.13 Q. How did Wachtell's name come up at this14 meeting?15 A. I don't recall how Wachtell's name came up16 at the meeting.17 Q. Prior to this meeting, you -- the board18 didn't receive any additional analysis concerning a19 possible acquisition of SolarCity; correct?20 A. It's possible that we did, but I don't21 recall it.22 Q. The board had a special meeting on23 June 20th, 2016; correct?24 A. I'd like to confirm with the minutes, but I25 believe that's about correct.

28 (Pages 106 - 109)


* CONFIDENTIAL *

1 Q. In between May 31st, 2016, and June 20,

2 2016, did you participate with any con -- in any

3 conversations with anybody regarding a possible acquisition

4 of SolarCity by Tesla?

5 A. I don't recall any conversations I had with

6 anyone related to that acquisition.

7 Q. Did you have any conversations with Evercore

8 between those meetings?

9 A. I don't believe so. I think they presented

10 at the board meeting.


12 THE DEPONENT: Is that the right order?

13 THE COURT REPORTER: Just go ahead.

14 Q. (By Mr. Reliford) The court reporter has

15 handed you what's been marked as Exhibit 19 in this

16 deposition. These are the official minutes from the

17 June 20th, 2016 special meeting of Tesla's board of

18 directors; correct?

19 A. It looks like it, yep.

20 Q. For the record, the document is Bates

21 numbered TESLA00001459, continuing through 1468.

22 And this was the first time that the board

23 was meeting with Evercore, this June 20th, 2016 meeting?

24 A. As I recall. If I recall correctly, yeah.

25 Q. And the board ultimately decided to make a

Page 111

* CONFIDENTIAL *1 public offer for SolarCity following this meeting; correct?2 A. I would have to look at the precise3 schedule, but let me look at the resolutions here.4 The process was Elon and Antonio Gracias5 left the room, we completed the presentation with Evercore,6 and then we discussed amongst ourselves the right price or7 exchange ratio.8 Q. Prior to Elon leaving the room, the board9 discussed the potential exchange ratio in an acquisition of

10 SolarCity; correct?11 A. I do not recall that.12 Q. Turn to the bottom of page 3.13 A. That, I see.14 Q. Okay. Do you see it says, "The board15 discussed various possible exchange ratios based on the16 analysis presented by Evercore and considering the range of17 .122X to 0.131X shares of the company's common stock for18 each share of SolarCity common stock, representing a value19 of $26.50 to $28.50 for each share of SolarCity common20 stock."21 Do you see that?22 A. I do see that. It also ends with, "The23 directors determined that any initial proposed exchange24 ratio would be subject to change based on the outcome of25 further diligence with respect to SolarCity."

Page 112

* CONFIDENTIAL *1 Q. Yes. So Mr. Elon Musk was present for some2 portion of the board's discussion about potential exchange3 ratios in the transaction; correct?4 A. During -- yeah. During the Evercore5 presentation.6 Q. Right. And then he left the room; right?7 A. Yes.8 Q. And then the board, without Mr. Musk9 there -- Elon -- there, resolved to offer -- or make a

10 public offer at the same exchange ratio discussed while11 Elon was in the room; right?12 A. Yes. It's a public company, so you pretty13 much know what the price of the stock is -- it's not14 necessarily exchange ratio. But the price of the stock is15 somewhere in the range of 30 percent above market price.16 So, of course, price was discussed without17 Elon in the room, but in a public market environment, prior18 to due diligence, you pretty much know what the price is.19 Q. Okay. Did Elon share any views on the20 appropriate exchange ratio in -- in that potential21 acquisition of SolarCity by Tesla?22 A. I don't recall him specifically, but I do23 recall a discussion. And there was a discussion -- as I24 said, it was a premium on a public market company's25 stock -- stock price. And so you create a range of -- I'm

Page 113

* CONFIDENTIAL *

1 not exactly sure what the range is, but probably 25 to

2 35 percent.

3 Q. Where -- where are you getting your belief

4 that an appropriate premium is almost always within that 25

5 to 30 percent -- 5 percent range?

6 A. I have extensive business experience and I

7 have studied other acquisitions, and I've been advised by

8 many, many people. And that's typically what you pay.

9 What you have to do is you have to get the

10 lowest price you can get away with. Getting away with it

11 means you have to get the shareholders of the other company

12 to vote for it. And you're holding a share because you're

13 expecting the price to go up. That's the only reason you

14 hold a share.

15 And so if you tell -- tell someone I'll give

16 you the exact price of the share, they simply won't give it

17 to you. You have to give them a premium. And 30 percent

18 is standard.

19 Q. If you'd turn to page 3 of the minutes.

20 There's -- the second paragraph down, under "Potential

21 Strategic Acquisition" reads, "The directors also discussed

22 extensively with Evercore the financial credit and

23 indebtedness profile of SolarCity and of a potential

24 combined company, SolarCity's ability to meet its current

25 and future debt obligations and financing needs, as well as

29 (Pages 110 - 113)


* CONFIDENTIAL *1 the company's market valuation relative to its net asset2 base."3 Do you see that?4 A. I see it.5 Q. What was discussed regarding SolarCity's6 ability to meet its current and future debt obligations and7 financial needs at this meeting?8 A. We talked about SolarCity's -- the way9 they -- the way that company was financed with -- with

10 loans of various forms, tax credits of various forms, and11 their model. We just needed to be educated on their12 model.13 Q. So at that time, Tesla wasn't really aware14 of SolarCity's ability to meet its current and future debt15 obligations and financing needs; correct?16 A. I think at a high level, if it was publicly17 shared information, we would have known it, but if it was18 not public, we would not have known it. Or at least19 have -- if -- I don't think we would have known it.20 It's --21 Q. So you wouldn't know, based off of the22 public information available on SolarCity, whether it was23 able to meet its current and future debt obligations; fair?24 A. I might know if it was publicly available.25 Q. All right. I'm kind of asking you what

Page 115

* CONFIDENTIAL *1 actually happened.2 A. Yeah. No. I get it.3 Q. And if the answer is I don't recall, I don't4 know, I'm fine with that.5 A. I think they did take us through whatever6 information they had and if it was publicly available,7 they would have given us that information. But it was8 also three years ago, so I don't recall the details, but I9 do recall a discussion.

10 Q. It's fair to say after diligence, you11 learned more about SolarCity's ability to meet its current12 and future debt obligations?13 A. Yes.14 Q. And you learned more about SolarCity's15 ability to meet its financing needs to run the company;16 correct?17 A. We also knew as an acquirer, we would have18 a negative impact on their ability to do financing, which,19 frankly, is a way for us to get an even lower price.20 Q. What did the board discuss with respect to21 Elon's role in the acquisition process moving forward22 following this meeting?23 A. Yeah. He would -- and as well as Antonio24 would recuse themselves in any deliberations, pricing25 discussions, and voting.

Page 116

* CONFIDENTIAL *1 Q. Would Mr. Musk receive -- or would Elon2 receive updates from Evercore?3 A. I think as the CEO of the company, he would4 probably get updates, but I don't know that for sure.5 Q. Was there any step taken to prevent him from6 discussing the matter with Evercore?7 A. I don't recall.8 Q. Was there any step that the board took to9 prevent him from discussing the matter with Wachtell?

10 A. I don't recall.11 Q. Same questions for Mr. Gracias. Did the12 board do anything to prevent Mr. Gracias from having13 conversations from Evercore -- with Evercore?14 A. I don't recall.15 Q. Did the board do anything to prevent16 Mr. Gracias from having conversations with Wachtell?17 A. I don't recall.18 Q. Was there any additional discussion at this19 meeting regarding conflicts of interest impacting the other20 board members?21 A. I don't recall.22 Q. At that point in time, Evercore didn't have23 enough information to specifically identify the amount of24 synergies that would be available in a transaction;25 correct?

Page 117

* CONFIDENTIAL *1 A. I don't recall. I think they did propose2 some synergies would be possible, but I don't know if they3 knew them specifically. I think that went all the way4 back to March, they had some idea of the synergies.5 Q. You're referring to what in March? I'm6 sorry.7 A. We had a board meeting in March or maybe8 end of February, and the synergies were discussed in9 those -- in that meeting.

10 Q. The board ultimately decided to make a11 public offering to SolarCity by way of letter; is that12 right?13 A. I don't recall how we did it. But it was14 made public.15 Q. Why do it publicly?16 A. From Tesla's perspective, if you go public17 on a -- on an acquisition, you freeze the -- the target18 from getting access to capital. So it is a strategic move19 to ensure the price doesn't go above the range we were20 asking for or -- and potentially, we could even get below21 the range, and we succeeded in getting below the range.22 Q. And is that what Evercore advised you?23 A. No. That's just how it works.24 Q. So a company in receipt of a public25 acquisition offer always has a harder time finding capital,

30 (Pages 114 - 117)


* CONFIDENTIAL *1 in your opinion?2 A. "Always" is a strong word, but I would not3 want to be the CEO of that -- of that company being4 bought, if -- if I needed to raise capital.5 Q. And what are you basing these statements on?6 A. My extensive business experience as a CEO.7 Q. How often have you had to deal with public8 offers -- acquisition offers involving public companies?9 A. I've -- in terms of public companies, I

10 would have to let the minutes of Tesla cover that. I'm11 sure we've bought a few companies over the years.12 But in terms of the private world, more than13 I can count.14 Q. So that advice is true for both private and15 public companies?16 A. Yes. It shouldn't change your world that17 much.18 Q. Was there any discussion about the possible19 market reaction to this public offer in terms of Tesla20 stock price?21 A. I don't recall that. I do recall us22 talk -- talking about how it would affect SolarCity. But23 I don't recall us talking about our own share price.24 Q. The company's share price dropped25 significantly in the days immediately following the public

Page 119

* CONFIDENTIAL *1 offer letter; correct?2 A. I would have to be reminded of that. Tesla3 went up and down quite a lot that year, so ...4 Q. Who is Michael Gross?5 A. Michael Gross is a friend of mine.6 Q. How are you friends? How did you meet7 Mr. Gross?8 A. I met him through a friend who lives in9 Montana.

10 Q. How long ago?11 A. I'm guessing five or six years ago.12 Q. What business is Mr. Gross in?13 A. He is in -- I think some form of a lending14 business in the solar space.15 Q. How often do you communicate with Mr. Gross?16 A. About once a month.17 Q. Do you do any business with Mr. Gross?18 A. I do not.19 (Exhibit 20 was marked.)20 A. Ready.21 Q. Do you recall this text message exchange you22 had with Mr. Gross on June 21, 2016?23 A. I do, yeah.24 Q. Mr. Gross comments to you that SolarCity is25 up about 27 percent. Do you see that?

Page 120

* CONFIDENTIAL *1 A. I do see that.2 Q. Is that consistent with your recollection3 that SolarCity's stock price went up?4 A. It is not consistent. I don't recall.5 Q. He writes that Tesla is down 5.1 percent6 after that. Do you see that?7 A. That's probably a normal day of volatility8 for Tesla.9 Q. And then a little later, you write, Tesla

10 down 14 percent on my phone. Ouch.11 Do you see that?12 A. Yeah. That would be a little bit more13 unusual.14 Q. Were you surprised by this market reaction?15 A. As you can see by the rest of the text16 string, not surprised. Public markets are not your most17 stable environment.18 Q. Later in the chain, you write, "Honestly, we19 hate being public."20 Do you see that?21 A. Yep.22 Q. Who is the "we" here?23 A. Tesla as a company. You can tell by my24 earlier texts that the public markets is bipolar and next25 week, it will be the opposite swing. That's pretty hard

Page 121

* CONFIDENTIAL *1 to deal with on a daily basis.2 Q. So your testimony is when you say,3 "Honestly, we hate being public," you were saying,4 Honestly, Tesla hates being public?5 A. I would be cautious to represent the6 company. I might have -- that might be a figure of7 speech, but I certainly hate being -- being on a public8 board.9 Q. You serve on two public boards right now;

10 correct?11 A. I do.12 Q. Does Elon hate being public at Tesla?13 A. I think you'd have to ask him.14 Q. Have you had any conversations with Elon15 about his views of being a public company?16 A. I think we've talked in general terms about17 it being unpleasant to be public.18 Q. You've talked about taking Tesla private;19 right?20 A. Yeah.21 Q. He is your brother; right?22 A. He is my brother.23 Q. You've known him for a long time?24 A. My whole life.25 Q. Has he ever expressed to you that he

31 (Pages 118 - 121)


* CONFIDENTIAL *

1 hates being a public -- running a public company versus a

2 private company?

3 A. He's expressed to me the -- the difficulty

4 of running a public company versus SpaceX, which is also a

5 very large private company. And the inability to focus on

6 actually building a business because you're public is

7 really frustrating.

8 VIDEOGRAPHER: Counsel, 5 minutes until

9 video change.

10 Q. (By Mr. Reliford) The next meeting of the

11 board was on July 5th, 2016; is that correct?

12 A. I have to check the minutes, but if they're

13 there, that's probably correct.

14 Q. Have you ever disclosed to Tesla

15 shareholders that you hate the fact that Tesla is public?

16 A. I've never been asked the question.

17 Q. Do you think that's something that

18 shareholders voting on your election to the board would

19 find important?

20 A. I've never been asked the question.

21 Q. I'm asking you now.

22 A. Would I prefer not to be public?

23 Q. No. What I'm asking you is do you think

24 that Tesla shareholders would find it important to know

25 that you, a director of Tesla, hate the fact that Tesla is

Page 123

* CONFIDENTIAL *1 a public company?2 A. I think if it was important for them to3 know, they would have asked the question.4 Q. As a public company, you have disclosure5 obligations; right?6 A. Of course.7 Q. You disclose things that are important to8 shareholders that they don't necessarily ask about;9 correct?

10 A. Not necessarily. I don't think so.11 Q. So everything in your public disclosures at12 Tesla is disclosed because a shareholder has asked about13 it?14 A. Well, our legal counsel has asked about it.15 Q. Sitting here today -- yes or no -- do you16 think Tesla shareholders deserve to know that you hate17 being a public company?18 MR. SLIFKIN: Object to form.19 A. Sitting here today, I think that they20 should ask the question if they want to know.21 MR. RELIFORD: Why don't we break there22 before we get to this next document.23 VIDEOGRAPHER: This is the end of media24 Number 2. Going off the record. The time is 1:44.25 (Recess taken from 1:44 p.m. to 1:45 p.m.)

Page 124

* CONFIDENTIAL *


2 The time is 1:45. This is the beginning of media Number 3

3 in the deposition of Kimbal Musk.

4 Q. (By Mr. Reliford) Do you hate that Chipotle

5 is a public company?

6 A. I really dislike the inability to focus on

7 the core business, and that has impacted Chipotle, as

8 well.



11 been marked as Exhibit 20 --

12 THE COURT REPORTER: 21.

13 Q. (By Mr. Reliford) 21. I apologize. These

14 are the minutes of the July 5th, 2016 special meeting of the

15 board of directors produced at Bates number TESLA00001469 to

16 1471.

17 A. Okay.

18 Q. You were present at this July 5th meeting of

19 the board of directors; is that right?


21 Q. Your brother Elon was there for the entire

22 meeting; correct?

23 A. That looks to be the case.

24 Q. Mr. Gracias was there for the entire

25 meeting; is that correct?

Page 125

* CONFIDENTIAL *1 A. Yep.2 Q. By this point in time, Evercore had received3 financial forecasts for SolarCity; is that correct?4 A. I believe so.5 Q. Those forecasts were prepared by the6 SolarCity special committee; is that right?7 A. I don't know. Hold on. Let me -- there8 was, it seems, a discussion between the special committee9 of SolarCity and Evercore regarding SolarCity's financial

10 forecasts and financing structure.11 Q. Did you play any role in the negotiations12 with SolarCity's special committee?13 A. No.14 Q. All right. Did you have any role in -- or15 strike that.16 At some point, in order to evaluate the17 financial merits of the transaction, Evercore and Tesla18 management revised the forecast that they received from19 SolarCity; correct?20 A. I believe that's correct.21 Q. Did you play any role in those revisions?22 A. No.23 Q. To your knowledge, did SolarCity prepare24 long-term financial forecasts regularly during the course25 of its business?

32 (Pages 122 - 125)


* CONFIDENTIAL *1 A. As a public company? During its regular2 course of its business, do you mean?3 Q. Yes.4 A. I would imagine, as a public company, they5 would have to do that.6 Q. Why did Evercore and Tesla management make7 adjustments to the forecast that they received from8 SolarCity?9 A. Adjustments are made all the time, so I

10 imagine that was why. Normal course of business.11 Q. There is a discussion regarding SolarCity's12 financing and short-term liquidity needs. Do you see that?13 A. I see it.14 Q. And what was discussed regarding SolarCity's15 short-term liquidity needs?16 A. I don't remember their specific dollar17 needs, but I do remember discussing how, once you have18 made a public offer, it is much harder for the target to19 raise funds and create liquidity.20 Q. Absent the offer, was there any -- or strike21 that.22 Was there any discussion of SolarCity's23 short-term liquidity needs that didn't take into account24 the public offer that Tesla made?25 A. Not that I recall.

Page 127

* CONFIDENTIAL *1 Q. SolarCity had short-term liquidity needs --2 A. Yes.3 Q. -- before you guys made a public offer;4 right?5 A. Yes.6 Q. Okay. What was discussed, if anything,7 about those short-term liquidity needs?8 A. Well, we would have discussed how it9 impacted us at Tesla.

10 Q. And how would it impact you at Tesla?11 A. Well, if we acquired the company, we would12 have to help solve those problems. If we didn't acquire13 the company, we wouldn't have to help solve those14 problems.15 Also, the fact that they would be a little16 hamstrung in solving it in the interim. SolarCity would17 be.18 Q. Jeff Evanson was present at this meeting; is19 that right?20 A. Yes, according to the minutes.21 Q. And he's the vice president of global22 investor relations at Tesla; right?23 A. At the time.24 Q. He provided the presentation regarding his25 discussions with certain shareholders regarding the

Page 128

* CONFIDENTIAL *1 company's public offer to acquire SolarCity; correct?2 A. That's correct.3 Q. And what did he share at that meeting?4 A. I don't recall the specifics of what he5 shared.6 Q. Generally speaking, how did Tesla7 shareholders react to the acquisition?8 A. Some were really -- they really wanted to9 understand why we were thinking along these lines. We

10 made a decision to only do the transaction if11 disinterested -- disinterested shareholders approved the12 transaction. And those were the ones that really didn't13 know much about the -- the -- the strategic rationale14 or -- or needed to be educated. And we knew that would be15 the case.16 Q. Did your shares count? Were you able to17 vote your shares in the transaction?18 A. I don't believe they counted -- I actually19 don't know. I don't know how they were counted.20 Q. So, sitting here today, you don't know21 whether or not your shares were voted in favor or against22 the transaction one way or the other?23 A. If I could have voted, I would have voted24 in favor.25 Q. The minutes note that Ms. McBean of Evercore

Page 129

* CONFIDENTIAL *

1 discussed with the directors the company's diligence in

2 SolarCity thus far and the areas in which further diligence

3 review was still ongoing. Do you see that?

4 A. Yep. I see that.

5 Q. It says the directors noted specific topics

6 that the company should diligence in addition to the

7 ongoing general diligence. Do you see that?

8 A. I do see that.

9 Q. What were the specific topics that the

10 directors asked Evercore to diligence in addition to the

11 general ongoing diligence review?

12 A. I do not recall.

13 Q. What were the areas in which further

14 diligence review was ongoing that Ms. McBean raised at this

15 meeting?

16 A. As a director, I would have asked her to do

17 diligence into the sales organization, understand how

18 their business is -- how many -- how many customers they

19 have, get into the nitty-gritty of how it could really

20 have a positive impact on Tesla's business.

21 Q. I'm sorry. Did you ask her to do that, or

22 are you sort of surmising, probably --

23 A. I definitely asked her to do that at some

24 point.

25 Q. Okay. But sitting here today, you don't

33 (Pages 126 - 129)


* CONFIDENTIAL *1 recall what specific items the board told --2 A. Not on July 5th, no.3 (Exhibit 22 was marked.)4 Q. The court reporter has handed you what's5 been marked as Exhibit 22. These are minutes of the6 July 19th, 2016 special meeting of the board of directors7 of Tesla produced at TESLA1473, continuing to 1477.8 A. Okay.9 Q. Have you seen these minutes before?

10 A. Yes, I would have seen them before.11 Q. You showed up late to this July 19, 201612 meeting; right?13 A. Yep.14 Q. Why?15 A. I -- I'm guessing because -- I don't16 recall, but most likely just because of a calendar issue.17 Q. Prior to your arrival, Jason Wheeler18 discussed with the board SolarCity's near-term liquidity19 needs. Do you see that?20 A. Can you say that again?21 Q. Prior to your arrival, Jason Wheeler22 discussed with the board SolarCity's near-term liquidity23 needs?24 A. Yep.25 Q. All right. There was a discussion of a

Page 131

* CONFIDENTIAL *1 request by SolarCity to provide some bridge financing? I'm2 sorry. Strike that.3 There was a request from SolarCity for Tesla4 to provide it with some bridge financing; is that right?5 A. I believe so.6 Q. All right.7 A. We did not agree to that request, if I8 recall correctly.9 Q. Why didn't you agree to the request?

10 A. When you're buying a company, you want to11 constantly work on getting the lowest price possible, so12 creating more pain on their side usually leads to a lower13 price.14 Q. Mr. Wheeler went on to talk about, quote,15 The discussions representatives of SolarCity and the16 company had each held with potential lenders regarding17 certain financing solutions for SolarCity and the18 preliminary proposal for bridge financing from one such19 lender. Do you see that?20 A. Okay. I see that.21 Q. All right. So the representatives of Tesla22 were actually reaching out to potential lenders to23 SolarCity to arrange for them bridge financing; correct?24 A. Members of the company, not -- not the25 board, as far as I can tell.

Page 132

* CONFIDENTIAL *1 Q. Right. So Tesla management --2 A. Tesla management, sure.3 Q. -- was reaching out to SolarCity lenders4 about getting SolarCity bridge financing after it decided5 not to provide that -- after Tesla decided not to provide6 that bridge financing itself; correct?7 A. Yes.8 Q. So how do I reconcile that with what you9 just said?

10 A. Okay. I can help you.11 Q. Why would you want to help SolarCity get12 bridge financing if them not getting bridge financing put13 them in a worse position negotiating-wise?14 A. No. They have to get bridge financing.15 That's a requirement. Otherwise, the business --16 otherwise, the business can't work. But if you provide17 them with bridge financing, then you take the pressure18 off.19 If you -- if you force them to go to some20 other lender, the lender will also look for the best deal21 they can get and in that process, will improve the price22 for Tesla.23 Q. How does that improve the price for Tesla?24 A. When you're trying to raise money, it is an25 exercise in people telling you all the problems with your

Page 133

* CONFIDENTIAL *1 business. Do you understand?2 Q. Go on.3 A. When you are raising money, you meet with4 people and they'll -- you give them -- you show them your5 business and they then tell you all the problems with your6 business and why they should get a lower valuation or in7 this case, a higher interest rate.8 That process is very valuable when you're9 acquiring a company because it takes a little bit of the

10 wind out of their sails on the value of their company and11 you can get a lower price.12 Q. But why help at all? That's --13 A. Because they have to have bridge financing.14 Otherwise, there will not be a company to acquire.15 Q. So in the absence of bridge financing, it's16 your opinion that SolarCity would have gone bankrupt?17 A. After the public announcement where we18 froze their ability to normally go out and get lenders, we19 then had to help them get -- had to communicate with20 lenders. If you're someone loaning money to a company,21 you are going to absolutely need to talk to the acquirer.22 And that is what happened.23 Q. Are you aware, sitting here today, of24 SolarCity's ability to provide -- or receive financing to25 meet its short-term liquidity needs prior to the June 21

34 (Pages 130 - 133)


* CONFIDENTIAL *1 offer?2 A. I do not believe I was aware of that. I3 don't recall anything.4 Q. So you don't know whether or not SolarCity5 was having problems meeting its short-term liquidity needs6 prior to your offer?7 A. On the contrary, they have -- they had done8 an incredibly good job of meeting their short-term9 liquidity for years and they -- that's what their business

10 was.11 Q. So it's your testimony that they had no12 problems --13 A. Not from a --14 Q. -- finding financing -- I'm sorry, please.15 A. That was my testimony.16 Q. Please. Yeah. So it's your testimony today17 that SolarCity, prior to Tesla's offer, had no problems18 receiving financing to meet its short-term liquidity needs19 in 2016?20 A. Those are your words. They are not my21 words. My words are I was not given any information22 relating to their short-term liquidity needs prior to23 June 20th. In fact, prior to a few days after that.24 Q. Okay. At some point, did you receive a25 summary from someone of what you missed at the meeting?

Page 135

* CONFIDENTIAL *

1 A. A summary of ...

2 Q. Sorry. Strike that. You showed up late to

3 this July 19th meeting; right?

4 A. The July 19th meeting, yes.

5 Q. Did you request a summary from anybody of

6 what you missed?

7 A. I would have gotten the minutes. And it's

8 possible I might have requested a summary, but I don't

9 recall.

10 MR. RELIFORD: Why don't we take a break

11 now.

12 THE DEPONENT: Great.

13 VIDEOGRAPHER: Going off the record. The

14 time is 2:10.

15 (Recess taken from 2:10 p.m. to 3:02 p.m.)



18 The time is 3:02.

19 Q. (By Mr. Reliford) Welcome back, Mr. Musk.

20 A. Thank you.

21 Q. You have in front of you what's been marked

22 as Exhibit 23 in this deposition. These are -- it's an

23 email dated July 18th, 2016, from Mr. Maron to what appears

24 to be the members of the Tesla board. Do you see that?

25 A. I see it.

Page 136

* CONFIDENTIAL *

1 Q. It starts at TESLADIR0087363. It continues

2 to TESLADIR0087660 for the record. And as I mentioned to

3 counsel, these are excerpts. I've pulled out some pages

4 that I didn't plan on discussing that really didn't say

5 anything --

6 A. Okay.

7 Q. -- just to save some trees.

8 Do you recall receiving this information --

9 or this packet of materials before --

10 A. I do.

11 Q. -- the July 19, 2016 meeting?

12 A. Yes. Two thousand -- yeah. 2016. Yeah.

13 Q. These were the materials that were actually

14 discussed at the July 19, 2016 meeting; correct?

15 A. Most likely. I'd have to double-check the

16 minutes, but most likely.

17 Q. Okay. Can you turn to TESLADIR0087641.

18 It's page 22 of Evercore's presentation.

19 A. Yep.

20 Q. All right. Prior to going through the

21 document, I have a question.

22 A. Prior to --

23 Q. Before we turn to this document.

24 A. Okay.

25 Q. So a question: Even without Tesla's offer

Page 137

* CONFIDENTIAL *1 to acquire SolarCity, SolarCity was facing significant2 liquidity concerns in running its business as a stand-alone3 company; correct?4 A. I only heard this information that's on5 this deck. But, as I understand it, their business had6 been a constant fund-raising process because they were7 raising debt off their solar residential installations.8 So liquidity would be a constant issue for them.9 Q. Uh-huh. And on page 22 of Evercore's deck,

10 Evercore described some of the findings of its diligence11 into SolarCity; correct?12 A. I'll have a look.13 Q. This first bullet point says a February 201614 SolarCity board presentation identified three months --15 May, August, September -- with, quote, significant16 liquidity concerns, end quote, where cash balances were17 projected to be below the revolver liquidity covenant of18 $116 million.19 Do you see that?20 A. I do see that. $116 million is a lot of21 money.22 Q. And if SolarCity dropped below that23 $116 million liquidity covenant, there would be a risk of24 default on its revolver; correct?25 A. No. The most likely path would be you'd

35 (Pages 134 - 137)


* CONFIDENTIAL *1 break the covenant and then you'd have a conversation with2 your debt providers.3 Q. Breaking the covenant, though, would be an4 event of default; right?5 A. Based on my definition of it -- my6 definition of default would be you -- the debt provider7 admits that you're not going to pay them back. So no.8 Not correct.9 Q. Not an event of default?

10 A. A default is when the debt provider admits11 that you're not going to pay them back. Breaking a12 covenant is not the same thing.13 Q. Can you turn to page 20 of the deck.14 A. 20 of the Evercore document?15 Q. The Evercore. So two pages before. This16 slide is entitled "Key Discovery Summary." Do you see17 that?18 A. Yes.19 Q. All right. And this summarizes what20 Evercore found out during its due diligence; right?21 A. Yeah.22 Q. Number 1, liquidity situation. Do you see23 that?24 A. I see it.25 Q. Second bullet point down, could you read

Page 139

* CONFIDENTIAL *1 that into the record, please?2 A. The company's corporate revolver carries a3 minimum cash balance covenant of $116 million, measured4 last day of each month, which is exclusive of the cash5 held in fund accounts and the triggering of which will6 carry a default without a cure period and could result in7 cross-defaults and other debt instruments in the company's8 capital structure."9 Q. Okay. So Evercore was of the opinion that

10 falling below $116 million -- or strike that.11 Evercore was informing the board that if12 SolarCity dropped below a $116 million cash balance, it13 would carry a default without a cure period; correct?14 A. Evercore seems like they had this opinion.15 Q. Evercore -- the next bullet point down,16 could you read that into the record?17 A. "Additionally, a disclosure of default18 could impair SolarCity's ability to monetize future assets19 with tax equity back-levering and cash equity in the time20 frame required to maintain solvency."21 Q. What did you understand this to mean?22 A. SolarCity's business is raising funds to23 provide -- was -- was raising funds to provide easy access24 to solar installations on homes, and they had multiple25 sources of that kind of debt.

Page 140

* CONFIDENTIAL *1 Q. And if there was a default on the2 revolver --3 A. And by "default" -- can you define the4 default for me?5 Q. I'm defining "default" as it's used in your6 financial adviser's diligence summary.7 A. Understand. My -- my definition of default8 is when a debt provider admits that you're not going to9 pay them back, which is a very extreme situation.

10 Q. And I'm not talking about your definition of11 default.12 A. Got it. So their definition. Got it.13 Q. Their definition.14 A. Great.15 Q. Which presumably comes from the documents16 themselves governing the revolver; right?17 A. I'm just not actually sure that's correct.18 Q. Evercore advised the board that if SolarCity19 had, in fact, defaulted on its revolver, it would create a20 risk to the company's solvency; correct?21 A. Yes. I think if it had defaulted by my22 definition, it would have created a -- not necessarily a23 risk of insolvency. There would be a risk in raising24 future funds. Because they have $116 million.25 (Exhibit 24 was marked.)

Page 141

* CONFIDENTIAL *1 A. Okay.2 Q. Are these the minutes of the board's3 July 24, 2016 special meeting to discuss the acquisition?4 A. It looks like it, yes.5 Q. And for the record, the document's Bates6 stamped TESLA0001735, continuing through 1738.7 The first full paragraph on page 2 talks8 about a discussion of SolarCity's second quarter 20169 financial results. Do you see that?

10 A. Well, let me read it again.11 Okay. I read that as we were trying to12 figure out if we could offer a lower price.13 Q. By that point in time, SolarCity's special14 committee had responded at a .136 exchange ratio; is that15 right?16 A. That's right.17 Q. And the board discussed the timing of its18 counterproposal relative to the disclosure of the second19 quarter 2016 financial results for SolarCity; right?20 A. That's right.21 Q. Those results weren't going to be22 necessarily positive; right?23 A. Positive for Tesla because we'd be able to24 get a lower price.25 Q. SolarCity's financial results were going to

36 (Pages 138 - 141)


* CONFIDENTIAL *

1 be relatively negative for SolarCity?

2 A. But from Tesla's perspective, it was a

3 positive.

4 Q. All right. Why not let them release the

5 results then before making your acquisition proposal?

6 A. The proposal was made in June.

7 Q. At this point in time, the board could have

8 delayed responding to SolarCity's counteroffer until

9 SolarCity disclosed its second quarter 2016 financial

10 results; correct?

11 A. Yes. It was an option.

12 Q. Those results were not going to be favorable

13 to SolarCity; correct?

14 A. Yes. But the results being publicly

15 discussed versus not being publicly discussed would be the

16 same results.

17 Q. What, if anything, did the board discuss

18 regarding the stock market's reaction to the disclosure of

19 the second quarter 2016 financial results of SolarCity?

20 A. The part that I remember is discussing

21 going back with a lower price.

22 Q. Sorry. I'm specifically asking if there was

23 any discussion about what would happen to SolarCity's stock

24 price if you guys let the two -- the second quarter 2016

25 financial results for SolarCity issue before you made a

Page 143

* CONFIDENTIAL *

1 counteroffer.

2 A. As I understand it, I don't think it would

3 have made any impact on the stock price of SolarCity

4 because our proposal was already out there. I think it's

5 just lock -- goes in lockstep once a proposal is public.

6 And I might be incorrect. But as I understand it, that's

7 how it works.

8 Q. Did somebody advise you of that at this

9 meeting?

10 A. I've been through many acquisitions and

11 that's how it works.

12 Q. I'm trying to figure out what was discussed

13 at this meeting.

14 A. Great.

15 Q. Okay?

16 A. Sure. We discussed lowering the price.

17 Q. All right.

18 A. I've told you that 50 times.

19 Q. I get that.

20 A. Great. All right. Let's move on.

21 Q. Talking about the timing of your --

22 A. Yes.

23 Q. -- revised proposal relative to the

24 announcement of the second quarter 2016 SolarCity financial

25 results.

Page 144

* CONFIDENTIAL *1 A. It's a great time to offer a lower price.2 Q. Before the announced results or after?3 A. Before.4 Q. Why before more so than after?5 A. Because we have leverage, which we say,6 Guys, we'll do it -- we'll do it now before you announce7 or something else could happen afterwards. We can't8 predict the future, but -- but we have -- we have9 leverage.

10 Q. But you just told me and -- that nothing was11 going to change the stock price because your offer was12 already out there.13 A. Not the stock price. The things -- who14 knows what could go wrong? What could happen? I mean,15 you don't want to predict the future. We didn't have to.16 Q. Well, you knew what the 2Q '16 results were17 going to say; right?18 A. Yes. We didn't have to predict what other19 people were going to say about it. We just had to get a20 lower price. We just wanted to get a lower price.21 Q. So there was no discussion about the22 market's reaction -- likely reaction to the disclosure of23 the second quarter 2016 financial results at this July 24,24 2016 board meeting?25 A. There was discussion that we felt like if

Page 145

* CONFIDENTIAL *1 we could get them to take a lower price now, we had more2 leverage. And so we did try that and we succeeded.3 Q. If they announced the results and the stock4 price of SolarCity dropped as a result of those results,5 you'd be able to get a lower price then, too; correct?6 A. I mean, that's a lot of ifs.7 Q. But the ifs were what you were discussing;8 right?9 A. I -- I have so many jokes lined up, but,

10 apparently, I'm not to make -- not to say funny things.11 But if elephants could fly.12 Q. Uh-huh. And if --13 A. My jokes were funnier than that.14 Q. I'm trying to find out the discussion about15 the what-ifs is really what I'm trying to find out. The16 board's deliberative process to arrive at a decision to do17 this earlier. And I get what your testimony is. You18 wanted to get the lower price. I get that.19 A. And strategically, we really wanted to20 acquire the company. So we wanted to get the lowest21 price -- lowest price possible.22 Q. Was there a risk that you wouldn't be able23 to acquire the company if the 2Q '16 results issued before24 you made your counteroffer?25 A. I don't think we ever discussed that.

37 (Pages 142 - 145)


* CONFIDENTIAL *1 Q. Did anyone advise you and the board that2 there would be no likely impact on SolarCity's stock price3 because of the announcement of the 2Q '16 financial4 results?5 A. As I understand it, the only way you'd have6 a stock price impact is if Tesla withdrew its offer. Then7 it would have a very big impact on your stock price.8 Q. Did someone advise you of that?9 A. That their -- that -- that if we withdrew

10 our offer, the stock price would go down, or that if11 their -- they announced their second-quarter earnings,12 their stock price would go down?13 Q. You said, as I understand it, the only way14 you'd have a stock price impact is if Tesla -- Tesla15 withdrew its offer. Then it would have a very big impact16 on the stock price. Do you remember that?17 A. Yes.18 Q. Okay. Did someone give you that advice?19 A. No.20 Q. All right. And that wasn't discussed at21 this board meeting?22 A. It was not discussed.23 Q. That's your own personal understanding?24 A. My personal business experience.25 Q. Okay. So it's your understanding or your

Page 147

* CONFIDENTIAL *1 belief that the only thing impacting the trading price of2 SolarCity's stock price at this time was Tesla's offer and3 its existence?4 A. Within a tiny range, yes, I think that's5 correct.6 (Exhibit 25 was marked.)7 MR. RELIFORD: I'm sorry. It's the wrong8 document. Hang on.9 (Exhibit 25 was re-marked.)

10 MR. SLIFKIN: This is 25?11 THE COURT REPORTER: Yes.12 Q. (By Mr. Reliford) You've been handed what's13 been marked as Exhibit 25.14 This is an email you sent to Mr. Gracias15 around July 25, 2016; right?16 A. Yep. Uh-huh.17 Q. And this is in connection with the upcoming18 board of directors meeting or call?19 A. Yeah.20 Q. There was going to be a call, not an in-21 person meeting?22 A. If I recall correctly, yeah.23 Q. You say, "We'll be together for this call.24 Are you joining or recusing yourself?"25 Do you see that?

Page 148

* CONFIDENTIAL *

1 A. Yes, I see that.

2 Q. Okay. The "we" was you and Elon; correct?

3 A. No. I think it means me and Antonio.

4 Q. So you are saying to Mr. Gracias, You and I

5 will be together for this call. Are you going to join or

6 recuse yourself?

7 A. Yeah. If I remember correctly, we were at

8 the Democratic National Convention, so we were in the same

9 room space area.

10 Q. Okay. So we'll be in the same place?

11 A. Exactly.

12 Q. Are you joining or recusing?

13 A. Yeah.

14 Q. Okay. Do you know that Mr. Gracias has

15 already been deposed in connection with this matter?

16 A. I've been informed by them. By our

17 counsel.

18 Q. Did you have any discussions with

19 Mr. Gracias --

20 A. No.

21 Q. -- concerning his deposition testimony?

22 A. No.

23 Q. During this process between the June 21

24 public offer and finally reaching an agreement on

25 transaction terms with SolarCity, did you have any

Page 149

* CONFIDENTIAL *1 discussions with Elon outside of the boardroom regarding2 the transaction?3 A. No.4 Q. How about Mr. Gracias?5 A. No.6 Q. Did you have any discussions with any of the7 other Tesla directors regarding the transaction that8 weren't reflected in official board meeting minutes?9 A. No.

10 Q. Other than the analyses you received from11 your financial advisers at the meeting, did you receive any12 analyses regarding a potential acquisition?13 A. I believe Tesla gave us an analysis in14 February, and then some Evercore analyses over the June15 and July period.16 Q. But that's all; correct?17 A. That's all that I recall.18 Q. Did you have any discussions with Tesla19 investors in connection with the proposed transaction?20 A. No.21 (Exhibit 26 was marked.)22 A. Okay.23 Q. These are the minutes of an August 13, 201624 meeting of the Tesla board of directors; correct?25 A. Correct.

38 (Pages 146 - 149)


* CONFIDENTIAL *1 Q. And this would have been after Tesla and2 SolarCity had signed a merger agreement?3 A. That's correct.4 Q. Mr. Wheeler discussed with the board5 SolarCity's desire to offer solar bonds; correct?6 A. Yep.7 Q. And that was necessary to solve some8 short-term liquidity needs for SolarCity?9 A. I'm not sure if they are called solar bonds

10 here, but -- there is a bond offering.11 Q. Are you familiar with the term "solar bond"?12 A. It's a term, yeah, that SolarCity has used.13 Q. Okay. And these would have been -- what are14 solar bonds then?15 A. At my cursory knowledge, it's the -- to16 provide debt so that they can install residential home17 systems.18 Q. SpaceX had considered purchasing solar bonds19 around this August 2016 time period; correct?20 A. I believe so, according to these minutes.21 Q. Okay. SpaceX ultimately -- or strike that.22 Prior to August 13, 2016, SpaceX had23 invested in SolarCity's bonds before; correct?24 A. I'd have to check with SpaceX, but it's25 possible.

Page 151

* CONFIDENTIAL *1 Q. And SpaceX was contemplating purchasing2 solar bonds now in this August 2016 period; correct?3 A. It sounds like a promise, exactly, yeah.4 Q. You're a director at SpaceX; right?5 A. Yeah.6 Q. Were there board-level discussions at SpaceX7 regarding participating in SolarCity's bond offering around8 this time, August 2016?9 A. I recall that.

10 Q. And Solar -- or -- strike that.11 SpaceX ultimately didn't participate in the12 bond offering; correct?13 A. I forgot whether they did or did not.14 Q. Well, tell me about the discussions that you15 recall around this time period.16 A. Which board meeting?17 Q. SpaceX.18 A. The SpaceX board meeting. Just a19 discussion over whether or not it should provide some debt20 to SolarCity and that's it.21 Q. That's the best that you can recall?22 A. That's about as interesting as it gets.23 Q. Is that a yes?24 A. That's the best I can recall, yes.25 Q. Thank you.

Page 152

* CONFIDENTIAL *1 (Exhibit 27 was marked.)2 Q. The court reporter has handed you what's3 been marked as Exhibit 27. Mr. Musk, it's an email4 exchange you had with Frederick W. Smith between5 November 28 and November 29, 2016; correct?6 A. That's correct.7 Q. All right. And your bottom email -- or8 strike that.9 Who is Frederick Smith?

10 A. He's the founder and CEO of FedEx.11 Q. You note that he has sent in a check for12 $25,000 in support of The Learning Gardens; right?13 A. It's a nonprofit that operates in Memphis.14 Q. And it's a nonprofit that you're personally15 involved with; is that correct?16 A. I'm on the board, yeah.17 Q. You've solicited donations to The Learning18 Gardens from other Tesla share -- Tesla directors; correct?19 A. It's called Big Green. It's a national20 nonprofit, 501(c)(3), and I believe I might have21 solicited -- more I probably invited them to some of the22 fundraisers, but I can't remember if I solicited. I don't23 recall soliciting.24 Q. We'll circle back to that.25 Mr. Smith asked, When are the Tesla solar

Page 153

* CONFIDENTIAL *1 shingles going on the market? Do you see that?2 A. Uh-huh.3 Q. You respond, "Tesla Roof will come out later4 next year. But probably focused on the Bay Area during5 initial implementation."6 Was it your understanding as of November of7 2016 that the -- strike that.8 Do you know what he's referring to when he9 talks about Tesla roof -- solar shingles?

10 A. The -- my response says that I was guessing11 he was referring to the Tesla Roof.12 Q. What was the Tesla Roof?13 A. Tesla Roof is -- is a beautiful solar roof14 that looks like your roof instead of looks like a bunch of15 solar panels.16 Q. And it was your understanding at this time17 that there would be a limited release around the Bay Area18 in 2017; right?19 A. Absolute speculation, but sure. In fact, I20 said it, probably.21 Q. And then a national rollout in 2018 will be22 my best guess. Do you see that?23 A. Yeah.24 Q. Okay. So you didn't know when the roof25 would be available on a national scale is what you're

39 (Pages 150 - 153)


* CONFIDENTIAL *1 saying?2 A. No. Didn't know for sure.3 Q. Okay. The board never discussed when the4 roof would be available on a national scale?5 A. We probably discussed different dates, but6 no, nothing firm.7 Q. But the board never discussed the roof being8 available sort of in significant volumes by the end of9 2017; right?

10 A. I don't recall.11 Q. And this was pure speculation on your part12 regarding --13 A. Yeah.14 Q. -- when the roof would be available; right?15 A. Yep.16 Q. All right. At some point following the17 announcement of the agreed-upon transaction --18 A. Uh-huh.19 Q. -- your brother issued his Master Plan Part20 Deux; correct?21 A. Yes.22 Q. As a Tesla director, did you have a chance23 to review that Master Plan Part Deux before it was24 released?25 A. Probably. But I don't recall.

Page 155

* CONFIDENTIAL *1 Q. If you had reviewed it, how would that2 review have happened? Would it have happened at a board3 meeting? Would he have emailed it out?4 A. Could have been emailed it out. I don't5 think it would have been at a board meeting. Maybe we6 would have approved it at the board level. I think we7 might have, but, again, this is a long time ago.8 Q. How do you typically communicate with your9 brother Elon?

10 A. Personally and socially, we communicate in11 person.12 Q. When you email him, what email address do13 you use for him?14 A. For Tesla business, I use his Tesla email.15 For SpaceX business, I'll use his SpaceX email. And then16 for personal, I would usually text him.17 Q. Other than Elon SpaceX and Tesla emails,18 does he use any other emails?19 A. Not that I'm aware of.20 Q. What email do you typically use to conduct21 Tesla business?22 A. What email do I use for myself?23 [email protected] Q. Do you use any other email addresses?25 A. I use an email for my personal, which is

Page 156

* CONFIDENTIAL *1 .2 Q. Do you ever use the address to conduct3 any Tesla business?4 A. Unless it's accidental, I would not do5 that.6 Q. Did your attorneys search -- or did you turn7 over your emails to your attorney to search for8 documents responsive to requests made in this litigation?9 A. I believe I gave them everything, but it's

10 a personal email address, so that one may not have been11 given over.12 Q. Following the closing of the transaction,13 Lyndon Rive served for some period of time as an officer of14 Tesla; correct?15 A. Uh-huh.16 Q. Is that a yes?17 A. Yes. Sorry.18 Q. How long did he serve as an officer of19 Tesla?20 A. I don't recall the specific amount of time.21 Q. He left in a matter of months following the22 closing of the transaction; correct?23 A. If that's the data you have, then I'll go24 with that, but I do not recall.25 Q. Did you discuss the reasons for your

Page 157

* CONFIDENTIAL *1 brother's -- your cousin's resignation from his position2 with --3 A. No.4 Q. -- with him?5 A. It's not unusual for a founder to leave a6 company and a CEO to leave a company when it's acquired.7 Q. How did you find out that Lyndon was8 resigning?9 A. Probably found out about it quite a long

10 time after the fact socially.11 Q. You wouldn't have found out that Lyndon was12 resigning until a long time after he, in fact, resigned?13 A. If he was an officer, I would have found14 out at the time.15 Q. He's your cousin; right?16 A. Yes.17 Q. You said he was your friend; right?18 A. Yes.19 Q. He's your close friend; right?20 A. A close friend.21 Q. He's leaving his job after a significant22 transaction?23 A. Yeah.24 Q. You had no discussions with him whatsoever25 regarding his decision to resign?

40 (Pages 154 - 157)


* CONFIDENTIAL *1 A. We've been in business together for years.2 It's just -- I know this may sound like a big thing for3 you guys, but my cousin changing his job is just not4 something that we would call up and talk about. We might5 have, but I don't recall doing it.6 Q. Elon asked Lyndon to resign, didn't he?7 A. That is not a conversation that I was privy8 to.9 Q. Did you discuss his resignation with Elon?

10 A. I do not recall that.11 MR. RELIFORD: Can we go off the record for12 a moment?13 MR. SLIFKIN: Of course.14 VIDEOGRAPHER: Going off the record. The15 time is 3:48.16 (Recess taken from 3:48 p.m. to 3:57 p.m.)17 (Exhibit 28 was marked.)18 VIDEOGRAPHER: We are back on the record.19 The time is 3:57.20 Q. (By Mr. Reliford) Mr. Musk, you've been21 handed what's been marked as Exhibit 28. It's an email22 exchange you had with your brother Elon regarding Tesla23 Master Plan Part Deux named after a terrible, but awesome24 Sheen movie. Do you see that?25 A. I do see it.

Page 159

* CONFIDENTIAL *1 Q. All right. Is your brother a big fan of2 Charlie Sheen movies?3 A. It seems like it, yes.4 Q. All right. Looking at this document, does5 it refresh your recollection at all regarding whether you6 saw a copy of the Master Plan Part Deux before it was7 published?8 A. Do you know when it was published?9 Q. He sends you a link to the --

10 A. Yes. He sent it to me at 6:55 p.m. It11 looks like it's a public link, so it's probably -- I12 probably received it the same time as the public, unless13 this isn't a public link, but I think it is public.14 Q. Okay. He jokes, And wait till you read Part15 Tres. That's when it really gets really crazy.16 Do you see that?17 A. Yeah.18 Q. Is there a Master Plan Part Tres on its way19 out?20 A. Not that I'm aware of.21 (Exhibit 29 was marked.)22 Q. You've been handed what's been marked as23 Exhibit 29. It's a May 31st, 2016 email from you to Ira24 Ehrenpreis and Nancy Pfund. Do you see that?25 A. I see it.

Page 160

* CONFIDENTIAL *1 Q. It talks about the fifth anniversary of The2 Learning Garden; is that right?3 A. Yeah.4 Q. That's the charity we spoke about before?5 A. Yep. That's correct.6 Q. And you ask if DBL would consider buying a7 $25,000 table for this event. Do you see that?8 A. I see it.9 Q. All right. Did they contribute or -- strike

10 that.11 Did DBL ultimately make a donation to The12 Learning Garden?13 A. I don't think they did. They didn't buy a14 table.15 Q. Have they ever made a donation? Has DBL16 ever made a donation to The Learning Garden?17 A. Not that I'm aware of.18 Q. Has Valor ever made a donation to The19 Learning Garden?20 A. They might have bought a table at an event21 or so over the years.22 Q. Has Lyndon Rive ever made a donation to The23 Learning Garden?24 A. He's been at one of the fundraisers.25 Q. Did he make a donation at that fundraiser?

Page 161

* CONFIDENTIAL *1 A. I don't recall whether he specifically made2 a donation.3 Q. Have you solicited donations from Lyndon?4 A. As a member of the board of a nonprofit, I5 reached out to a few people. I don't recall reaching out6 to Lyndon specifically.7 Q. You were invested in certain Valor funds8 managed by Mr. Gracias; correct?9 A. Yeah.

10 Q. That's true as of 2016; correct?11 A. That's true.12 Q. What was the approximate size of your13 investments in the Valor funds back in 2016?14 A. I believe it was $500,000.15 MR. RELIFORD: Mr. Musk, that does it for my16 questions today unless I have any redirect, if any of the17 other counsel have any other questions.18 MR. SLIFKIN: I have no questions. I'd just19 like to remind the court reporter to mark the transcript as20 confidential, please.21 MR. RELIFORD: Thank you for your --22 THE DEPONENT: Thank you, very much.23 MR. RELIFORD: -- time. Thank you, very24 much.25 VIDEOGRAPHER: This is the end of media 3 in

41 (Pages 158 - 161)


* CONFIDENTIAL *1 today's testimony given by Kimbal Musk. The total number2 of media used was 3 and will be retained by Veritext.3 Going off the record at 4:01.4 * * * * * * * * * *5 (WHEREUPON, the foregoing deposition was6 concluded at the hour of 4:01 p.m. Total time on the7 record was 4 hours, 41 minutes.)89

10111213141516171819202122232425


1 I, KIMBAL JAMES MUSK, the deponent in the above2 deposition, do hereby acknowledge that I have read the3 foregoing transcript of my testimony, and state under oath4 that it, together with any attached Amendment to Deposition5 pages, constitutes my sworn testimony.6

_____ I have made changes to my deposition7

_____ I have NOT made any changes to my deposition89

1011 ___________________________

KIMBAL JAMES MUSK121314

Subscribed and sworn to before me this _______15

day of __________________________, 20____.16

My commission expires: ______________________.1718

_________________________19 NOTARY PUBLIC202122232425


12 CERTIFICATE OF DEPOSITION OFFICER3 STATE OF COLORADO )4 CITY AND COUNTY OF DENVER )5 I, Bonnie Carpenter, a Registered Professional6 Reporter and Notary Public within and for the State of7 Colorado, commissioned to administer oaths, do hereby8 certify that previous to the commencement of the9 examination, the witness was duly sworn by me to testify

10 to the truth in relation to matters in controversy11 between the said parties; that the said deposition was12 taken in stenotype by me at the time and place aforesaid13 and was thereafter reduced to typewritten form by me; and14 that the foregoing is a true and correct transcript of my15 stenotype notes thereof.16 That I am not an attorney nor counsel nor in any17 way connected with any attorney or counsel for any of the18 parties to said action nor otherwise interested in the19 outcome of this action.20 My commission expires: September 22, 2019.2122 <%12078,Signature%>

Bonnie Carpenter23 Registered Professional Reporter

Certified Shorthand Reporter24 Certified Realtime Reporter

Notary Public, State of Colorado25

Page 1651 ERRATA SHEET

VERITEXT/NEW YORK REPORTING, LLC2

CASE NAME: In Re: Tesla Motors, Inc. Stockholders Litigation3 DATE OF DEPOSITION: 4/23/2019

WITNESS’ NAME: Kimbal Musk45 PAGE LINE (S) CHANGE REASON

____|________|__________________________|____________________6

____|________|__________________________|____________________7

____|________|__________________________|____________________8

____|________|__________________________|____________________9

____|________|__________________________|____________________10

____|________|__________________________|____________________11

____|________|__________________________|____________________12

____|________|__________________________|____________________13

____|________|__________________________|____________________14

____|________|__________________________|____________________15

____|________|__________________________|____________________16

____|________|__________________________|____________________17

____|________|__________________________|____________________181920 ______________________________

Kimbal Musk21 SUBSCRIBED AND SWORN TO BEFORE ME

THIS ____ DAY OF ____________, 20__.222324 _____________________ _______________________25 (NOTARY PUBLIC) MY COMMISSION EXPIRES:

42 (Pages 162 - 165)


&

& 1:12,16 7:6,8,11

0

1

2

[& - ] Page 1


3

4

5

6

7

[ ] Page 2


8

9

a

a.m. 2:6 6:3 59:5,572:2,2

ability 66:23 67:1688:19 113:24114:6,14 115:11115:15,18 133:18133:24 139:18

able 19:12 114:23128:16 141:23145:5,22

absence 133:15absent 98:18

126:20absolute 153:19

absolutely 25:11133:21

accelerate 102:8access 85:12

117:18 139:23accidental 156:4account 126:23accounts 139:5accretion 94:25

95:3,9,11,22 96:396:16

accretive 97:7acknowledge

163:2acknowledging

86:6acquire 84:17

93:11,12 95:7127:12 128:1133:14 137:1145:20,23

acquired 93:16107:21 127:11157:6

acquirer 115:17133:21

acquiring 49:7104:21 105:14106:1 133:9

acquisition 11:1111:14 28:13 50:1171:8 72:23 74:1877:18 78:3,4,18,2080:10,13,25 81:681:19,22 83:885:5,18 88:389:21 91:25 92:2493:5 94:7 98:1899:3,6,15,20 100:1100:18 101:12102:14 103:25

104:7 105:20107:23 108:8,10109:7,19 110:3,6111:9 112:21113:21 115:21117:17,25 118:8128:7 141:3 142:5149:12

acquisitions 106:8106:19 113:7143:10

action 6:23 164:18164:19

activity 40:1483:25

actual 97:19,20addition 37:10

129:6,10additional 34:15

48:2 88:1 91:2109:18 116:18

additionally139:17

address 7:23155:12 156:2,10

addresses 155:24adjusting 103:16adjustments 126:7

126:9administer 164:7admits 138:7,10

140:8adult 51:18adults 44:24advice 12:2 118:14

146:18advise 143:8 146:1

146:8advised 40:6 113:7

117:22 140:18

adviser 106:11107:11

adviser's 140:6advisers 106:15

149:11affect 118:22affiliations 7:1afford 95:20affordable 79:12aforesaid 164:12aggregate 87:9ago 34:23 50:9

60:22 115:8119:10,11 155:7

agree 6:10 131:7,9agreed 43:7

154:17agreement 31:16

148:24 150:2ahead 43:8 50:17

64:1 72:14 87:13103:17 110:13

aid 103:16allowed 74:19

108:3alternative 53:20amazed 69:15,16amendment 163:4amount 20:24

22:20 34:9 87:20116:23 156:20

analyses 149:10149:12,14

analysis 65:2094:25 95:22 96:396:15,16 109:18111:16 149:13

analyze 91:3analyzing 100:4andre 55:1,7

[ - andre] Page 3


anniversary 160:1announce 144:6announced 31:6

144:2 145:3146:11

announcement39:21 133:17143:24 146:3154:17

answer 10:24 11:111:7 24:21 66:2567:3,20 69:288:12 115:3

answered 67:13answering 50:16anticipated 96:19antonio 4:19 26:20

26:22 89:12 111:4115:23 148:3

antonio's 27:10anybody 55:12

99:5 101:24 110:3135:5

anyway 54:2apart 34:11apologize 124:13apparently 145:10appearance 7:3appearances 1:6

6:25appears 14:10

135:23applies 14:4,23

58:17apply 58:16appreciate 47:6appropriate 2:1

112:20 113:4approval 72:22

84:7,8,14

approve 55:12,1456:3 60:5,8

approved 60:8128:11 155:6

approximate161:12

april 1:4 2:6 6:3area 148:9 153:4

153:17areas 43:17 129:2

129:13arrange 131:23arrival 130:17,21arrive 145:16artificially 60:23

61:1aside 33:12asked 24:25 46:12

88:11 122:16,20123:3,12,14129:10,16,23152:25 158:6

asking 44:21 47:651:14 77:23 87:12114:25 117:20122:21,23 142:22

ass 35:21assess 106:7assessment 54:16asset 114:1assets 19:20 37:25

139:18associate 30:17associated 23:1

27:21assorted 4:14assume 11:8 73:25assuming 24:18assure 58:8attached 24:11

85:14 163:4

attachment 3:1793:21

attachments 3:213:22 72:9

attending 6:25attorney 7:4 107:5

156:7 164:16,17attorneys 12:5

156:6attractive 80:15

80:22 86:3 92:7audio 6:8,9august 8:15

137:15 149:23150:19,22 151:2,8

authority 60:12authorized 91:1

106:7,10 109:5available 56:25

114:22,24 115:6116:24 153:25154:4,8,14

avenue 1:13 7:24avoid 8:3 14:21,25

47:18 50:21 63:15aware 11:10 24:23

25:3 84:2,4114:13 133:23134:2 155:19159:20 160:17

awesome 158:23

b

b 33:12back 33:23 34:14

38:5,9 40:2 42:2145:5 49:22 50:1859:7,10 60:2472:3 74:14 75:2376:4 81:10,16,1881:23 86:25 87:288:21 92:6 101:5

117:4 124:1135:17,19 138:7138:11 139:19140:9 142:21152:24 158:18161:13

background 45:1345:14

bad 62:25 67:14101:25

bailey 9:21balance 73:10

88:20 139:3,12balances 137:16bankrupt 133:16barely 56:25base 114:2based 18:14 33:12

35:3 39:23 40:140:13 73:3,2596:18 111:15,24114:21 138:5

basically 33:2241:2

basing 118:5basis 42:4 97:1,8

97:10 98:16 107:4121:1

bates 17:13 40:2342:15 59:15 62:1566:4 68:16 79:2093:21 110:20124:15 141:5

batesed 3:22bay 153:4,17beautiful 153:13bed 68:24beginning 7:3

38:24 43:25 52:159:8 69:12 72:998:17 99:12 124:2

[anniversary - beginning] Page 4


behalf 1:7,11 15:290:22

belief 75:10 113:3147:1

believe 13:8 15:716:20 18:14 20:2021:4,16 22:1 23:923:23 29:10 50:1355:14 56:5 57:2363:14 64:15 66:2576:15,19 94:1598:25 106:17108:5,15 109:9,11109:25 110:9125:4,20 128:18131:5 134:2149:13 150:20152:20 156:9161:14

believed 78:2381:24

believes 50:5bell 77:8benefit 13:2benefits 14:15

104:21best 14:25 15:11

16:9,14 39:1771:13 80:16 81:382:14,17 132:20151:21,24 153:22

better 40:6 69:582:20 83:1 102:9102:11

billion 92:16bipolar 120:24bit 8:1 31:18 37:9

46:20 48:6 56:10

76:2 120:12 133:9board 1:11 3:19

3:21,24 4:2,5,9,124:16,19,21 9:811:17,20 15:2522:7,13,25 24:2225:3,11,12,14,1925:22,22 26:16,1926:24 29:15 30:130:3,9 31:7,21,2131:23 32:1,6,9,1049:17 69:14 70:2571:4 75:20,2476:20,24 77:1,4,677:17,18,25 79:679:11,24 81:583:9,10,13,2584:11,14,18,1985:3,9,17 89:5,689:11,15 90:2491:1,19,21,24 93:494:1,3,13,16,2295:2 98:23 99:1599:21 100:2,6101:8,24 103:19103:22,25 104:5104:20 105:11,16106:3,6,7,10,13,18106:22 107:6,7108:3,9,13,16,17108:23 109:1,4,5109:17,22 110:10110:17,22,25111:8,14 112:8115:20 116:8,12116:15,20 117:7117:10 121:8122:11,18 124:15124:19 130:1,6,18130:22 131:25135:24 137:14

139:11 140:18141:17 142:7,17144:24 146:1,21147:18 149:8,24150:4 151:6,16,18152:16 154:3,7155:2,5,6 161:4

board's 72:22 84:784:8 85:25 88:2492:18 98:15 112:2141:2 145:16

boardroom 27:1149:1

boards 121:9bond 150:10,11

151:7,12bonds 150:5,9,14

150:18,23 151:2bonnie 2:7 6:21

164:5,22borrow 44:7,14,15

47:10 74:14borrowed 44:16borrowing 44:18bottom 17:20

23:14 38:21 45:5111:12 152:7

bought 85:13 88:788:7 118:4,11160:20

boulder 2:5 6:177:25

brad 29:14 30:4,430:5

break 10:8,8,11,1158:21 100:23101:7 123:21135:10 138:1

breaking 138:3,11breathing 41:19

41:23

bret 52:6,8,14,1553:25 64:9

bridge 131:1,4,18131:23 132:4,6,12132:12,14,17133:13,15

bring 84:18 87:24105:23

brother 8:4,615:21,24 20:1440:4,7 44:4 46:1246:24 48:11,15,2249:3,13,18 50:1,551:14 53:18 70:2275:20 76:12,2080:6 99:2 121:21121:22 124:21154:19 155:9158:22 159:1

brother's 157:1brought 94:21

107:12build 29:1 45:10

46:2 66:18 78:13building 45:2

50:25 122:6bullet 137:13

138:25 139:15bunch 50:20

153:14business 2:13

13:22 14:24 15:119:18 20:12 28:1828:19,24 29:136:13 38:12 39:540:14 43:16 45:1345:14,22 47:1553:2,5,16 55:1560:11 63:20 64:2266:12,19,21 67:676:5,8,11 83:6

[behalf - business] Page 5


84:2 85:16,2086:2,9 87:6 88:188:15,25 95:596:11 113:6 118:6119:12,14,17122:6 124:7125:25 126:2,10129:18,20 132:15132:16 133:1,5,6134:9 137:2,5139:22 146:24155:14,15,21156:3 158:1

businesses 85:686:9,13 91:4100:4

businessman 65:2buss 30:4,5,6,7

31:9 89:23 101:17buy 9:7 55:25 71:1

71:14 82:13,1484:13 86:6 160:13

buying 131:10160:6

buys 95:24

c

c 6:1 152:20c.a. 1:2cafe 24:4calendar 130:16call 10:1 17:22

18:24 19:13 38:238:3,4 39:11,16,2440:15,25 41:142:18,21,24 43:349:22,25 50:858:4 59:24 61:563:9,15 80:12147:18,20,23148:5 158:4

called 2:3 9:2516:17 56:3 80:6,980:24 90:10 150:9152:19

calling 18:25calls 19:2 20:7

35:8,18 36:1937:17,23 74:7104:15

calm 65:23 66:967:22 68:10,12

calmed 79:4calypso 2:5cap 57:22capacity 49:12

101:16capital 17:22

34:15 66:14 67:567:17 117:18,25118:4 139:8

car 75:25 78:1579:7,12 85:15

care 95:14careful 10:14carol 2:17carpenter 2:7 6:21

164:5,22carries 139:2carry 139:6,13cars 75:16 78:13

78:16case 6:14 17:22

44:13 58:10105:12 108:7124:23 128:15133:7 165:2

cash 35:5,9 45:1645:20,23 46:147:10 66:12,1867:18,21 69:3,486:12,14,17,17,18

86:19,24 87:2,5,787:20,25 88:1,1288:15,17,18,2097:12,19,25 98:3,398:4,19 137:16139:3,4,12,19

casual 84:16cause 97:24caused 98:4cautious 121:5cellphones 6:6cellular 6:6ceo 15:15 66:10,21

67:6,15 84:5,15,1591:13,14 116:3118:3,6 152:10157:6

certain 89:6 99:21127:25 131:17161:7

certainly 121:7certificate 164:2certified 164:23

164:24certify 164:8cfo 17:16,17 19:19

24:2 41:24 52:1052:14 59:18 65:2094:14

chain 23:15,1533:6 38:21,2442:15 43:25 44:345:5 46:20 50:1952:1 59:17 62:1566:4 67:24 68:15120:18

chairman 15:2515:25 49:4

challenge 78:6,878:11,16,21

challenges 78:1778:25 79:3,1486:4

chance 13:12,2562:16 77:15154:22

chancery 1:1 6:14change 31:21

98:10 111:24118:16 122:9144:11 165:5

changed 31:2157:11

changes 70:3163:6,7

changing 69:19158:3

charity 160:4charlie 159:2cheaper 79:7check 1:8 7:6

122:12 136:15150:24 152:11

checking 67:19103:17

chief 15:18chipotle 124:4,7choice 107:14choose 10:24

circle 88:21152:24

city 164:4civil 2:2clarify 86:20class 7:6clean 10:16 85:13clear 49:3 88:10client 107:5

[business - client] Page 6


clifford 2:18close 14:21 27:9

27:10 35:8 37:1,237:15 53:7 95:6157:19,20

closed 16:2 19:828:13,14 72:19

closely 37:22closing 41:11

53:11,15 73:21156:12,22

code 2:13 12:1213:22 94:7,10

collateral 16:1646:25 57:15 73:11

collateralized37:18 44:9 48:2248:25 49:14

colorado 2:6,86:18 7:25 164:3,7164:24

combination83:21 84:3 85:585:11

combine 34:2181:14 86:18 87:1487:17,19

combined 46:571:12 81:12,2582:4 85:20 86:2,987:6 88:25 100:4102:7,13 103:3113:24

combines 45:13combining 49:10

83:16combo 101:15come 27:25 51:4

102:15 109:13153:3

comes 140:15comfortable 11:13coming 31:22 32:1

42:18 49:19 50:6107:18

commencement164:8

commencing 2:6comments 94:16

119:24commission

163:16 164:20165:25

commissioned164:7

committee 22:12106:18,23 107:2,8125:6,8,12 141:14

common 16:3111:17,18,19

communicate119:15 133:19155:8,10

companies 29:1347:17 49:11 71:1275:11 80:19,2181:13,24 82:483:16,22 84:1787:8,18,20 102:24104:3,10,11,13,17105:23 118:8,9,11118:15

company's 67:1685:5 104:22105:15 106:2,14111:17 112:24114:1 118:24128:1 129:1 139:2139:7 140:20

compare 83:3competitors 15:2complementary

83:5completed 111:5completely 73:9completeness

29:16compliance 57:18complicated 12:10

78:13comply 63:20con 102:12 110:2concern 67:9,15

concerned 35:1836:19 66:23 67:15101:15

concerning 44:4109:18 148:21

concerns 11:10137:2,16

concluded 162:6conduct 2:13

12:12 13:23155:20 156:2

conducted 92:1192:13,22

confidential 1:1,42:1,2 3:1 4:1 5:16:1 7:1 8:1 9:110:1 11:1 12:113:1 14:1 15:116:1 17:1 18:119:1 20:1 21:122:1 23:1 24:125:1 26:1 27:128:1 29:1 30:131:1 32:1 33:134:1 35:1 36:137:1 38:1 39:140:1 41:1 42:143:1 44:1 45:146:1 47:1 48:149:1 50:1 51:152:1 53:1 54:155:1 56:1 57:158:1 59:1,2 60:161:1 62:1 63:164:1 65:1 66:167:1 68:1 69:170:1 71:1 72:173:1 74:1 75:176:1 77:1 78:179:1 80:1 81:182:1 83:1 84:1

[clifford - confidential] Page 7


85:1 86:1 87:188:1 89:1 90:191:1 92:1 93:194:1 95:1 96:197:1 98:1 99:1100:1 101:1 102:1103:1 104:1 105:1106:1 107:1 108:1109:1 110:1 111:1112:1 113:1 114:1115:1 116:1 117:1118:1 119:1 120:1121:1 122:1 123:1124:1 125:1 126:1127:1 128:1 129:1130:1 131:1 132:1133:1 134:1 135:1136:1 137:1 138:1139:1 140:1 141:1142:1 143:1 144:1145:1 146:1 147:1148:1 149:1 150:1151:1 152:1 153:1154:1 155:1 156:1157:1 158:1 159:1160:1 161:1,20162:1 163:1 164:1

confirm 71:7109:24

confirmed 24:11confirming 23:23conflict 12:8,17,18

12:23,24,25 14:915:5,7 16:8,1189:20 90:3 91:6

conflicted 89:1890:25

conflicts 13:1614:8 15:3 89:6,1089:15 90:21116:19

confusion 8:3 47:3

connected 104:9164:17

connection 8:1212:9 14:1 15:1,622:13 78:12 79:179:15 88:2,589:20 91:7,23107:24 108:4147:17 148:15149:19

cons 102:3,4,15103:1

consequence31:16

consider 27:937:10 95:2,1299:21 100:3,9,11160:6

consideration24:23 77:16

considered 99:20100:2 105:22150:18

considering 92:8111:16

consistent 120:2,4consolidated 1:2constant 137:6,8constantly 131:11constitutes 163:5cont 3:1 4:1 5:1contemplating

36:22 151:1contest 10:7context 86:23

104:22 105:15106:2

continue 6:9continued 42:8

64:6 75:9continues 63:8

136:1continuing 17:14

38:24 52:2,2564:8 72:9 93:2293:22 110:21130:7 141:6

contractors 14:24contrary 134:7contribute 160:9controversy

164:10convention 148:8conversation

10:16 20:2 49:1349:16 84:14 109:4138:1 158:7

conversations 6:562:5 83:7,9,2084:1,7,9,17 99:2110:3,5,7 116:13116:16 121:14

converted 71:1773:8 74:5,7

convince 93:15copies 13:6copy 13:22 33:1

159:6core 109:12 124:7corporate 139:2correct 11:21,24

12:9,13 13:2314:5 15:16,17,1915:20,22,23 16:1,416:5,16,19,22,2316:25 17:1,11,1218:9 19:3,6,9,2220:17 21:12,13,22

21:23 22:10,1423:25 24:18 25:326:5,12,17 28:1329:22,23 31:7,8,931:10,11,12,1432:14,15,18 33:734:4,5,8,23 35:1635:19 36:20,2338:2,7,10 39:7,2239:25 40:12,2541:9 42:9,19 43:543:6,7,12,19 44:544:8,11,12 45:846:2,10,14 47:1249:5,8 51:7 53:1557:15,16 59:19,2259:24 60:3,4 61:662:2 64:20,2165:11,21 67:1768:11 70:11 71:1871:20 73:24 74:174:3,15,20,21,2275:6,8 77:4,2079:25 80:1,7,10,1381:1,23 82:183:17 86:9 92:1494:8 96:19 98:798:18,24 103:21104:1 106:8,9,11106:12,15,17,20106:21 108:4,10108:14,18,25109:1,19,23,25110:18 111:1,10112:3 114:15115:16 116:25119:1 121:10122:11,13 123:9124:20,22,25125:3,19,20 128:1128:2 131:23

[confidential - correct] Page 8


132:6 136:14137:3,11,24 138:8139:13 140:17,20142:10,13 145:5147:5 148:2149:16,24,25150:3,5,19,23151:2,12 152:5,6152:15,18 154:20156:14,22 160:5161:8,10 164:14

correctly 34:1967:13 80:14 89:12110:24 131:8147:22 148:7

cost 87:14counsel 6:12,24

10:23,25 12:4,6,789:17 91:17 105:4106:24,25 107:1,4109:8,10,11,12122:8 123:14136:3 148:17161:17 164:16,17

count 118:13128:16

counted 128:18,19counteroffer

142:8 143:1145:24

counterproposal141:18

county 164:4course 34:20

84:11 112:16123:6 125:24126:2,10 158:13

court 1:1 6:14,2010:15 13:10 17:323:11 38:14 42:1343:23 51:24 59:1

59:13 62:13 66:272:6 79:19 93:1999:10,23 103:14110:13,14 124:10124:12 130:4147:11 152:2161:19

cousin 15:13,1821:11,21 33:635:4 36:10 37:137:14 157:15158:3

cousin's 157:1cousins 37:8 83:21

84:2covenant 137:17

137:23 138:1,3,12139:3

cover 20:7 39:1658:5 60:2 118:10

cravath 1:12 7:77:10

cravath.com 1:141:15

crazy 159:15create 75:16 104:8

112:25 126:19140:19

created 140:22creating 131:12credit 113:22credits 114:10cross 139:7crr 2:7csr 2:7culturally 102:22culture 102:23,23cultures 103:4,12cumulative 43:9cure 139:6,13

current 55:2356:23 113:24114:6,14,23115:11

currently 19:11cursory 150:15cuss 68:8customers 15:1

85:13 129:18cut 68:6

d

d 2:9 6:1daily 121:1daniel 1:11 2:22

7:7 38:19 39:1data 4:7 156:23date 23:23 26:6

28:7 53:11 54:23165:3

dated 23:20 52:1168:15 72:15135:23

dates 154:5day 50:6 62:21

63:24,25 64:16,1965:19 76:11 84:12120:7 139:4163:15 165:21

days 70:25 118:25134:23

dbl 22:4 23:1,290:1,4,6,12,14,16160:6,11,15

deal 33:22 118:7121:1 132:20

deboer 1:20 6:19debt 56:24 113:25

114:6,14,23115:12 137:7138:2,6,10 139:7139:25 140:8

150:16 151:19december 23:21

23:24 28:6,9 52:552:12,20 53:7,1553:21,24 54:7

decide 79:11decided 28:19

75:20 76:13,2091:21 101:22110:25 117:10132:4,5

decision 13:328:22 52:21 53:192:6,18 95:12105:23 128:10145:16 157:25

deck 98:6 137:5,9138:13

declining 69:11decrease 51:6

97:25dedicated 85:21default 137:24

138:4,6,9,10 139:6139:13,17 140:1,3140:4,5,7,11

defaulted 140:19140:21

defaults 139:7defendants 7:9,14define 12:16,22

140:3defining 140:5definitely 65:4

129:23definition 15:3

138:5,6 140:7,10140:12,13,22

degroot 2:18delaware 1:1 6:14

[correct - delaware] Page 9


delayed 142:8deliberations

11:24 91:15115:24

deliberative145:16

delivered 94:12democratic 148:8denholm 29:20,21

29:24 30:2denver 164:4depends 87:17

88:16deponent 58:24

87:4 110:12135:12 161:22163:1

deposed 148:15deposition 1:4 2:2

6:8,12,16 8:2,108:11 10:7 11:1513:12 17:4 23:1242:14 43:24 51:2559:9,14 62:1466:3 72:8 93:2099:11 103:15110:16 124:3135:22 148:21162:5 163:2,4,6,7164:2,11 165:3

describe 13:1378:10

described 137:10describing 67:8description 57:22deserve 123:16desirability

101:12desire 150:5desperately

102:19

detail 78:10 89:3details 36:8 91:2

115:8determined 91:19

111:23detriments 104:21

105:14 106:1,5deux 154:20,23

158:23 159:6difference 88:17differences 103:12different 12:11

19:20 41:2 47:1687:12 100:6102:24 103:1,4154:5

differently 74:5difficult 14:12

66:11difficulty 122:3diligence 111:25

112:18 115:10129:1,2,6,7,10,11129:14,17 137:10138:20 140:6

dilution 94:2595:3,9,11,22 96:396:16

dilutive 96:17,25dink 75:25direct 14:25director 7:9 14:1,4

25:17 30:22,2431:3 32:5 39:549:12 54:13,14122:25 129:16151:4 154:22

directors 1:113:19,24 4:2,5,9,124:16,21 11:1822:7 29:8 31:22

31:25 32:6,1258:8,15,16,1779:24 100:7 101:9103:19,22 110:18111:23 113:21124:15,19 129:1,5129:10 130:6147:18 149:7,24152:18

disagree 54:1597:5

disclose 123:7disclosed 49:13

122:14 123:12142:9

disclosure 123:4139:17 141:18142:18 144:22

disclosures 123:11discovered 10:4discovery 138:16discuss 13:21

19:24 50:3,7,7,1180:9,12 83:12104:20 115:20141:3 142:17156:25 158:9

discussed 18:2324:11 25:25 26:126:7,9,10,13,1539:14 46:13 47:448:10 50:10,1371:1 77:17,1883:10 85:3,1789:1,2,11,15 91:691:24 92:25 93:799:18,21 100:2,8103:25 105:16,19106:3,6 108:8,9,12108:15 109:2111:6,9,15 112:10

112:16 113:21114:5 117:8126:14 127:6,8129:1 130:18,22136:14 141:17142:15,15 143:12143:16 145:25146:20,22 150:4154:3,5,7

discusses 96:3discussing 33:10

79:25 81:12 85:190:25 116:6,9126:17 136:4142:20 145:7

discussion 26:8,1126:16,18,19 81:581:11 86:1 89:1992:21 93:3 97:699:14 100:12,16100:17 101:19,20102:2,2 109:2112:2,23,23 115:9116:18 118:18125:8 126:11,22130:25 141:8142:23 144:21,25145:14 151:19

discussions 26:536:10 70:17,2376:9 81:18 83:1688:24 90:21 99:5100:18 106:14108:14,21,22,24115:25 127:25131:15 148:18149:1,6,18 151:6151:14 157:24

disinterested128:11,11

[delayed - disinterested] Page 10


dislike 124:6distance 83:25distracted 92:23distraction 92:9document 13:12

13:14 24:18 32:1934:12 72:8,1377:23 78:2 79:2093:21 110:20123:22 136:21,23138:14 147:8159:4

document's 141:5documents 71:6

77:22 94:9 140:15156:8

doing 34:5 82:2391:17 158:5

dollars 32:17 41:241:5 63:21

donation 160:11160:15,16,18,22160:25 161:2

donations 152:17161:3

double 136:15doubt 37:20,22,23downs 36:14downturn 70:9draw 18:15 19:12

42:22 52:25drawing 39:15driven 91:17 92:4drop 42:8dropped 39:21

42:25 43:4 64:1969:7 118:24137:22 139:12145:4

dropping 69:17drove 63:4dslifkin 1:14due 112:18 138:20duly 7:18 164:9

e

e 2:9 6:1,1earlier 32:21

75:10 81:10120:24 145:17

early 21:2 79:5,5earnings 39:10,21

95:3,9 96:19 97:197:3,7,10 98:10,1198:17,20 146:11

easily 25:25easy 139:23eberhard 77:8economic 49:19

50:3,5economy 69:18,18

69:23 70:2,8educated 114:11

128:14effectively 14:13effort 74:2efforts 9:23ehrenpreis 2:17

5:4 22:22,2424:10,20 89:25159:24

eighth 1:13either 11:4 20:13

31:5 40:3 49:253:2 70:10 96:17

election 122:18electric 75:15electrical 75:17

102:8elephants 145:11

ellison 32:3elon 3:4 5:2 8:4,6

15:21,24 18:15,2218:23 19:24 21:144:4,5,8,10,14,1544:16,19,21 48:2270:22,23 74:1480:18 82:1,383:16 84:1 89:1391:7,11,16 94:4,1694:19 100:13,16105:7,18 106:14108:3,8,12,22109:1,2 111:4,8112:1,9,11,17,19116:1 121:12,14124:21 148:2149:1 155:9,17158:6,9,22

elon's 8:16 46:2282:2 115:21

email 1:10,14,151:18 2:14,16,19,212:24 3:2,4,6,8,103:12,14,16,21 4:184:23 5:2,4 17:1017:20 18:6 19:1920:1 23:15,15,2024:9 33:6,17 36:938:21,24 40:1,1440:23 42:15 43:2544:3 45:5 46:2248:7,12 50:8,1952:1,4,5,11 53:653:16,21,25 56:758:20 59:15,1760:14 61:2,5,762:15,21 63:2465:25 66:4 67:2368:3,15 69:2,6,2070:14 72:8,15

73:25 93:21135:23 147:14152:3,7 155:12,12155:14,15,20,22155:24,25 156:10158:21 159:23

emailed 155:3,4emails 4:14 43:16

68:8 155:17,18156:7

ended 18:25 20:14ends 111:22endurance 10:7energy 75:15,22

76:5,8,10,11 80:1380:16 82:23 85:13104:3,6,22 105:15106:2,8

engage 76:5106:10

engaged 104:8engaging 20:16engine 103:10engineering 103:6ensure 57:16,23

58:10 91:17117:19

entered 73:2274:25 75:6,8

entire 13:14 59:1124:21,24

entitled 97:12138:16

entity 102:7 103:3environment

112:17 120:17envision 85:9eps 94:25 95:11equity 88:19

139:19,19

[dislike - equity] Page 11


errata 165:1esq 1:7,11,12,16

1:20estimate 46:3,8estimation 98:16ethics 2:13 13:23evaluate 106:19

125:16evaluated 28:19evaluating 100:13evanson 127:18event 99:19 100:1

138:4,9 160:7,20evercore 104:8,12

107:12,15,19,22107:24 108:3,9,10108:13,14,17,19108:22,23,24109:3,3 110:7,23111:5,16 112:4113:22 116:2,6,13116:13,22 117:22125:2,9,17 126:6128:25 129:10137:10 138:14,15138:20 139:9,11139:14,15 140:18149:14

evercore's 136:18137:9

exact 54:23 113:16exactly 36:25 47:8

86:16 113:1148:11 151:3

examination 2:32:10 7:20 164:9

examined 7:18example 13:2 83:1excerpts 136:3exchange 17:10

50:8 73:23 111:7

111:9,15,23 112:2112:10,14,20119:21 141:14152:4 158:22

exclude 106:13exclusive 139:4exercise 41:15

132:25exhibit 2:13,14,16

2:19,21,24 3:2,4,63:8,10,12,14,16,183:21,23 4:2,4,7,94:11,14,16,18,214:23 5:2,4 13:4,813:11 17:2,423:10,12 32:2538:13,15,23 40:1940:22 42:12,1443:22,24 51:23,2559:6,14 62:12,1466:1,3 68:13,1472:5,7 79:18,2093:18,20 99:9,11101:4 103:15110:11,15 119:19124:9,11 130:3,5135:16,22 140:25147:6,9,13 149:21152:1,3 158:17,21159:21,23

exhibits 2:12 3:14:1 5:1

existence 147:3existing 93:15exists 14:9expect 19:19expected 94:4

96:24expecting 113:13expenses 98:14

expensive 82:1186:8,10,22

experience 113:6118:6 146:24

expert 97:9expires 163:16

164:20 165:25explain 31:18 56:9explaining 19:17

35:13explains 73:15explore 91:3express 82:3

101:11,17expressed 121:25

122:3extended 34:14extension 33:11extensive 113:6

118:6extensively 113:22extent 108:21extra 13:6extraordinary

85:12,15extreme 79:4

140:9

f

face 62:25facing 137:1fact 25:11 48:12

49:25 80:23 90:4122:15,25 127:15134:23 140:19153:19 157:10,12

factor 92:18,2095:12

factored 92:5factors 92:3,5,8fair 30:15 86:24

96:10,13 114:23

115:10fairly 56:4falling 139:10familiar 12:15

150:11family 9:21 14:15

14:20 27:8 33:2437:11 76:9

fan 159:1far 103:11 129:2

131:25fast 69:19faster 102:8favor 71:8 93:17

94:19 101:14128:21,24

favorable 94:22142:12

favored 81:22february 59:20

61:22 62:2,1863:6 68:10,16,2471:5,10 72:1577:19 79:24 83:1383:19,22 84:2087:3 89:1,15 92:693:3,4 94:1 98:1599:1 117:8 137:13149:14

fedex 152:10feel 68:12 70:14,16feeling 73:7feelings 82:2felt 45:25 60:21,25

69:5 82:1 144:25fidelity 9:21fifth 160:1figure 32:23 41:25

65:4 102:12 121:6141:12 143:12

[errata - figure] Page 12


filed 6:13finally 148:24finance 95:4 97:4

97:10financed 114:9finances 89:3financial 65:19

66:8 85:18,1986:1 88:24 96:24106:11,14 107:11113:22 114:7125:3,9,17,24140:6 141:9,19,25142:9,19,25143:24 144:23146:3 149:11

financially 6:2395:10

financing 23:1824:5 77:6 113:25114:15 115:15,18125:10 126:12131:1,4,17,18,23132:4,6,12,12,14132:17 133:13,15133:24 134:14,18

find 69:4 122:19122:24 145:14,15157:7

finding 117:25134:14

findings 137:10fine 61:8 84:13

115:4finish 10:19 50:15

58:20firm 6:19,21 90:13

90:23 108:2 154:6first 7:18 14:7,16

27:5 30:2 44:20

46:21 50:18 52:453:21 69:6 71:976:8 77:17 83:10110:22 137:13141:7

five 25:10 37:8119:11

flow 45:16,20,2387:25 97:12,1998:1,3,19

flows 46:1fly 145:11focus 36:14 122:5

124:6focused 15:12

153:4folks 95:10followed 50:8following 39:20

73:21 111:1115:22 118:25154:16 156:12,21

follows 7:19food 45:12force 132:19forecast 125:18

126:7forecasts 98:6

125:3,5,10,24foregoing 162:5

163:3 164:14forever 45:2,11

46:2forgot 93:1 151:13form 106:18,22

107:7 119:13123:18 164:13

forma 87:15 97:3102:13

formal 84:10

forming 107:1forms 114:10,10forward 97:4

115:21forwarded 71:9found 76:23

138:20 157:9,11157:13

founder 15:15152:10 157:5

frame 139:20frankly 115:19frederick 4:24

152:4,9freeze 117:17friday 23:20friend 22:5 27:2

27:10 30:16 37:1037:12,14 54:20,2154:25 55:5,25119:5,8 157:17,19157:20

friends 27:3,9119:6

front 102:5,6135:21

frowny 62:25froze 133:18frustrating 122:7full 7:22 25:22

141:7fully 97:2fund 27:20 88:19

107:22 137:6139:5

funding 93:2fundraiser 160:25fundraisers

152:22 160:24funds 18:16 60:6

66:23 126:19

139:22,23 140:24161:7,13

funnier 145:13funny 145:10further 33:21

46:20 91:2 111:25129:2,13

future 95:8 99:20100:2 102:8113:25 114:6,14114:23 115:12139:18 140:24144:8,15

g

g 6:1gain 36:23 48:2

74:2garcias 26:20garden 160:2,12

160:16,19,23gardens 152:12,18gather 91:2general 12:6 20:9

61:15 73:7 105:4121:16 129:7,11

generally 8:18,2046:6 48:4 105:10128:6

generate 41:1545:23 46:1 88:1

getting 20:15 30:135:8 42:4 48:664:23 65:6,9,12113:3,10 117:18117:21 131:11132:4,12

gifford 9:21give 14:19 30:12

32:19 41:18 64:1102:25 113:15,16113:17 133:4

[ - give] Page 13


146:18given 89:7 115:7

134:21 156:11162:1

giving 50:20 60:13global 127:21

go 6:10 9:23 10:614:16 43:8 48:550:17,18 58:6,1158:25 60:23 62:463:17 64:1 66:1572:14 74:23 84:1887:13 98:5 100:24103:17 110:13113:13 117:16,19132:19 133:2,18144:14 146:10,12156:23 158:11

goal 34:6goes 35:8 36:13

41:11 42:21 57:358:3 85:17 89:595:24,25 97:21143:5

going 6:2 8:2,198:20 9:7,9,1110:20 11:7 13:1529:17 33:23 35:1536:14 45:2 53:1259:4 60:1 62:564:2 70:3 71:2587:5,14 96:2598:16 101:1 102:7105:25 123:24133:21 135:13136:20 138:7,11140:8 141:21,25142:12,21 144:11144:17,19 147:20

148:5 153:1158:14 162:3

goldman 48:7,1348:14,16 53:20,22

good 6:2 28:1829:1 45:15,2068:5 78:22 80:2283:1 86:6 107:14107:14 134:8

gotten 69:2 135:7governing 140:16gracias 4:19 26:22

26:23,25 27:16,2028:1,21 29:231:11 100:18111:4 116:11,12116:16 124:24147:14 148:4,14148:19 149:4161:8

grasp 97:2great 8:8 29:18

33:22 58:24 71:171:14 101:20135:12 140:14143:14,20 144:1

green 152:19grew 37:7gritty 129:19gross 4:7 119:4,5,7

119:12,15,17,22119:24

ground 10:6group 20:23 33:18grow 37:6growing 87:25

88:8,14growth 85:16

102:5,6guess 24:25 94:23

153:22

guessing 20:1 21:555:17 69:3 119:11130:15 153:10

guideline 57:19guidelines 57:10

57:12,13guy 51:21 54:1guys 33:10 40:17

84:13 127:3142:24 144:6158:3

h

hamstrung 127:16handed 13:11 17:3

23:11 38:14 42:1343:23 51:24 59:1362:13 66:2 72:779:19 93:19 99:10103:14 110:15124:10 130:4147:12 152:2158:21 159:22

handle 52:15hang 147:8happen 10:22

14:11 20:7 38:456:13 81:16 88:588:6 142:23 144:7144:14

happened 9:2349:17 54:22 71:4115:1 133:22155:2,2

happens 56:14happy 77:7 95:25

95:25harbor 61:9,12,15hard 13:3 36:2,3

54:5 66:15 91:13

120:25harder 117:25

126:18hate 120:19 121:3

121:7,12 122:15122:25 123:16124:4

hates 121:4 122:1heard 137:4hearing 62:5

103:16heart 51:1heavily 48:16held 6:16 16:3

55:9 67:16 131:16139:5

help 19:19 46:2102:8 127:12,13132:10,11 133:12133:19

helped 77:11107:22,23

helpful 10:18helps 32:19hey 33:9 84:12

86:5hi 62:24high 41:8 46:14

48:18 55:7 96:10105:21 114:16

higher 96:12133:7

hiring 14:23history 65:1 103:7hold 71:22 113:14

125:7holding 113:12holdings 57:15

70:13hole 27:6

[give - hole] Page 14


home 27:6 150:16homes 139:24honestly 28:3 50:9

85:2 120:18 121:3121:4

hoping 32:23hotel 2:5 6:17hour 162:6hours 62:25 162:7huh 11:6 13:24

38:22 43:9 53:2457:2 58:2 59:1659:25 72:12 79:6137:9 145:12147:16 153:2154:18 156:15

humankind 103:7

i

icarus 94:8 97:15idea 50:20 51:8

71:9 76:4,7,2577:2 94:11 117:4

identified 137:14identify 116:23ifs 145:6,7,15illustrative 96:7imagine 18:6

28:25 43:16 84:4126:4,10

immediately118:25

impact 65:6 67:585:18 115:18127:10 129:20143:3 146:2,6,7,14146:15

impacted 124:7127:9

impacting 116:19147:1

impacts 70:1,995:15

impair 139:18implementation

153:5important 36:14

66:11 83:25 95:1295:16,18,21122:19,24 123:2,7

improper 14:14improve 132:21

132:23inability 122:5

124:6include 80:23

91:13included 61:4 92:9

104:3including 105:18income 98:20incorrect 143:6increase 97:25increasing 38:6incredible 70:2incredibly 134:8indebtedness

113:23independent

106:11indicating 87:4indirect 15:1individual 7:14industry 82:22

104:9influence 28:22inform 42:17

59:23information 47:21

48:25 66:8 69:14114:17,22 115:6,7116:23 134:21

136:8 137:4informed 148:16informing 139:11informs 60:1initial 111:23

153:5inside 33:19 75:21

76:21insiders 33:10insight 56:22insolvency 140:23install 150:16installations 137:7

139:24institutional 9:20instruct 107:3

109:6instruments 139:7integration 85:22intense 78:6intensive 86:12,15

88:12,15interest 12:8,17,19

12:23,24,25 13:1614:8,9,10 15:5,816:8,12 24:4 89:689:11,15,20 90:2191:7 116:19 133:7

interested 6:239:22 80:18 164:18

interesting 49:2151:22

interests 14:1115:4 16:9,1471:14

interfere 6:7 14:11interference 6:6interferes 14:10interim 83:15,18

127:16

internal 98:6invest 24:12,16

28:22 32:17 34:344:8 45:23 46:951:5 60:16 61:16

invested 20:2421:1,14,16 27:2328:16 29:13 32:1335:1 90:6 150:23161:7

investment 20:1121:3,4 22:1923:18 24:24 28:128:4,20 29:936:24 45:16,21,2590:16,18

investments 29:732:5 70:4 161:13

investor 21:11,2122:4,16,18 23:3,425:6,17 27:16,2533:18 77:14 90:23127:22

investors 9:13,149:15,20 20:2328:18 33:19,2251:5 55:16,2361:9,13,15,1966:24 149:19

invited 56:19152:21

involved 28:1284:11 91:11152:15

involvement 28:11involving 118:8ira 2:17 5:4 22:22

22:24 24:3,3,925:12,13,20 26:18

[home - ira] Page 15


90:13 159:23issue 30:25 32:14

35:14 130:16137:8 142:25

issued 56:15145:23 154:19

issues 35:14,1536:11 91:22

items 130:1

j

jackson 27:694:14

james 1:4 2:3 7:177:24 29:14 30:2030:20,21 163:1,11

jason 130:17,21jeff 127:18jennifer 2:22jerry 1:20 6:19jim 39:14job 134:8 157:21

158:3johnson 30:18,19

31:6 52:6,9 54:6join 148:5joined 30:3 102:21joining 147:24

148:12jokes 145:9,13

159:14jreliford 1:10julien 2:5 6:17july 122:11 124:14

124:18 130:2,6,11135:3,4,23 136:11136:14 141:3144:23 147:15149:15

june 107:17109:23 110:1,17110:23 119:22

133:25 134:23142:6 148:23149:14

juniper 7:24jurvetson 29:9

31:13 90:20jurvetson's 90:22justin 1:7 7:5

50:15

k

karen 2:14,22,243:2,6,8,10,1617:11,15 39:1540:6 41:24 48:1352:5,14,15

karen's 18:14kathleen 32:2katz 1:16keep 83:25kerfuffle 71:24kessler 1:8 7:5key 138:16kids 44:23

kind 49:1 71:24102:18 114:25139:25

king 1:8kitchen 20:11,17

20:19 21:1,12,15

21:17,22 22:1723:3,5,17 24:2,424:24 25:6 27:1627:23 28:2,5,17,2329:3,8 32:5,1333:19 34:3,1536:24 43:19 44:644:8 45:8,1046:17 53:8,1260:16 65:20 66:966:10,16 69:2

kitchen's 21:2423:6 32:17 66:23

kmusk 13:8knew 25:2,4,20

115:17 117:3128:14 144:16

knock 102:25know 10:20 17:5

22:3,20,22 25:1,426:20 27:18 30:132:9,11 33:16,1836:8 38:17 39:3,447:9 54:23 55:655:17,21 58:1762:16 63:24 64:966:16 77:23 85:189:3,4 90:9,1095:4 96:7 99:18104:12 108:11112:13,18 114:21114:24 115:4116:4 117:2122:24 123:3,16123:20 125:7128:13,19,19,20134:4 148:14153:8,24 154:2158:2 159:8

knowledge 125:23150:15

known 25:12,1929:12 55:7 108:2114:17,18,19121:23

knows 25:22,23144:14

ktmc.com 1:10

l

labeled 40:2342:15 66:4 79:21

large 20:23 40:1563:9 102:14 122:5

largest 15:21larry 32:3late 28:6,8,9

130:11 135:2lawyers 12:2

109:10leader 95:5leads 131:12learned 115:11,14learning 152:12

152:17 160:2,12160:16,19,23

leave 157:5,6leaving 111:8

157:21left 77:13 111:5

112:6 156:21legal 12:2,4 89:17

91:17 106:14,24106:25 109:10,11123:14

lender 131:19132:20,20

lenders 131:16,22132:3 133:18,20

lending 119:13lessened 87:20letter 117:11

119:1

[ira - letter] Page 16


level 49:17 89:2106:17 114:16151:6 155:6

levels 56:24leverage 144:5,9

145:2levering 139:19

life 44:20 51:18121:24

limited 153:17linda 29:14 30:8,9

30:15,18,19 31:3line 19:3,12 36:20

37:18,24 38:639:16,25 40:3,7,1240:12,25 41:5,6,742:19,22,22,2343:3,10,11 52:2558:20 59:24 60:260:3,6,6 61:663:10,14,15,18,1873:12 97:15 165:5

lined 145:9lines 56:25 128:9link 159:9,11,13lipton 1:16 7:13

109:6liquidity 19:20,22

20:9,13,15 35:3,1435:15 36:23 37:2137:22 41:25,2542:5 46:19,1947:17 48:2 52:2253:2 57:17,2458:9 73:4 74:2,1174:15,19 75:488:18 126:12,15126:19,23 127:1,7130:18,22 133:25134:5,9,18,22

137:2,8,16,17,23138:22 150:8

litigation 1:2 6:1311:10 30:25 32:1472:19 156:8 165:2

little 8:1 31:1833:21 35:9 37:941:18 46:20 48:656:9 76:1 120:9120:12 127:15133:9

lives 119:8llc 165:1llp 1:8,12 7:8,11loan 16:22 18:15

18:17,22,23,2519:24 20:6,1438:1,6 40:3,7 44:444:6,10 46:1348:6 51:11,15,1951:20 53:18,20,2253:23 73:10

loaning 44:22133:20

loans 16:16,1835:19 47:15,19,2148:17,22 49:1457:15 88:19114:10

located 6:17lock 143:5lockstep 143:5long 17:17 27:3

34:23 50:9 54:16119:10 121:23125:24 155:7156:18 157:9,12

look 30:13 60:761:16 98:8,13102:14 111:2,3132:20 137:12

looked 62:22 69:1looking 32:16 34:3

34:7 44:7 86:4159:4

looks 23:25 62:1097:18 105:12110:19 124:23141:4 153:14,14159:11

lose 13:2lot 36:2 45:13

57:17,24 58:4,6,658:7 71:22 78:1486:24 87:2,8 93:193:1 102:5,6109:10,10 119:3137:20 145:6

love 35:4 50:2051:1

low 60:23 61:171:2 78:23 81:382:15 95:6,2096:11,11

lower 96:13115:19 131:12133:6,11 141:12141:24 142:21144:1,20,20 145:1145:5,18

lowering 143:16lowest 113:10

131:11 145:20,21lyndon 2:20 15:13

21:11 32:7 33:733:17 35:4 36:1137:1 70:17 75:1976:12,19 83:21156:13 157:7,11158:6 160:22161:3,6

lynn 1:20 7:12

m

machines 78:14maintain 139:20making 95:13

142:5man 32:3 84:12manage 19:20

47:17managed 161:8management

33:12 39:7 85:2091:2 92:9,23 98:999:21 100:3,9,11104:20 105:1,11105:13,18 106:7106:10 109:6125:18 126:6132:1,2

management's33:23

managing 19:2242:22 46:19

march 81:5,7,883:11,18 98:2499:1,15 101:8,18101:22 117:4,5,7

margin 16:17,1816:21 18:24 19:235:8,18 36:1937:17,18,23 38:2,338:4 39:16 40:1553:2 58:4 73:12

mark 13:5,7 59:1161:19

marked 13:4,1117:2,4 23:10,1232:25 38:13,1540:19 42:12,1443:22,24 51:23,2559:6,14 62:12,14

[level - marked] Page 17


66:1,3 68:13 72:572:7 79:18,2093:18,20 99:9,11101:4 103:15110:11,15 119:19124:9,11 130:3,5135:16,21 140:25147:6,9,13 149:21152:1,3 158:17,21159:21,22

market 39:1055:22,24 64:2466:11,22 67:1496:21 112:15,17112:24 114:1118:19 120:14153:1

market's 82:18142:18 144:22

marketing 103:9103:10

markets 60:1661:2,3,15,16,1762:11 64:8 66:1467:6,9 70:9 82:2593:12 120:16,24

maron 3:21 4:1912:6 105:4 135:23

master 154:19,23158:23 159:6,18

materials 84:2593:25 136:9,13

matter 8:12,14,1514:24 74:6 116:6116:9 148:15156:21

matters 98:14164:10

mcbean 128:25129:14

mcleod 1:16 7:137:13

mean 8:20,24 9:518:3,21 30:12,1335:25 41:22 45:1947:13 50:24 56:657:21 60:20 61:1263:24 66:17 75:275:14 76:16,2278:11 79:2,982:24 88:18,18,1988:19,20 93:10126:2 139:21144:14 145:6

meaning 93:11means 113:11

148:3meant 18:13 64:5

64:7 95:10measured 139:3media 6:11 59:3,8

123:23 124:2161:25 162:2

meet 27:5 30:2103:23 108:3113:24 114:6,14114:23 115:11,15119:6 133:3,25134:18

meeting 3:18,234:2,4,9,11,16,2170:25 71:4 77:2579:24 80:2,6,2581:5 83:10,1384:21 85:1 89:1189:16 93:4 94:1,394:13,17 99:15100:6,7,12 101:8101:18 103:19104:1,19 105:2,5,7105:17 106:4

107:17 108:18109:14,16,17,22110:10,17,23,23111:1 114:7115:22 116:19117:7,9 122:10124:14,18,22,25127:18 128:3129:15 130:6,12134:5,8,25 135:3,4136:11,14 141:3143:9,13 144:24146:21 147:18,21149:8,11,24151:16,18 155:3,5

meetings 83:999:8 103:23,24108:16 110:8

meltzer 1:8 7:6member 11:17

22:7,9,25 25:2226:24 161:4

members 3:214:19 26:17 30:932:10 76:9 77:1,389:6 107:7 116:20131:24 135:24

memphis 152:13mention 70:4mentioned 30:20

75:10 136:2merge 103:2merger 150:2merits 125:17merle 2:17 3:12

24:1,2,3 69:3message 119:21met 27:6 32:3

98:23 119:8michael 4:7 119:4

119:5

microphones 6:4,7midway 46:21miller 1:20 7:12

7:12

mind 7:22 14:1930:11 77:22102:15 106:1

mine 22:5 27:261:7 119:5

minimum 139:3minus 98:14minutes 3:18,23

4:2,4,9,11,16,2177:25 79:23 81:494:3 103:18104:19 105:11109:24 110:16113:19 118:10122:8,12 124:14127:20 128:25130:5,9 135:7136:16 141:2149:8,23 150:20162:7

missed 134:25135:6

mission 75:22misunderstood

44:12 46:15

[marked - misunderstood] Page 18


model 78:9,1279:1,7,9,15 91:2392:2,4,10 98:5114:11,12

moment 158:12monetize 139:18money 44:14,15

44:16,18,21,2245:22 46:4,5 47:751:4,5 60:5,9,1263:14,18 66:1567:1 93:1 132:24133:3,20 137:21

montana 119:9month 69:8,11

107:17 119:16139:4

months 27:14,1537:5 54:10 66:20137:14 156:21

moore 1:12 7:8,11morgan 16:19,24

38:20 39:2,6morning 6:2motherfucker

68:7motors 1:2,7,11,20

2:4 3:19,24 4:2,54:9,12,16,21 6:13165:2

move 41:3,6 60:260:12 63:17117:18 143:20

moved 48:17 60:960:10

movement 60:5movie 158:24movies 159:2moving 115:21multi 52:1 72:8

multiple 13:1,246:16 139:24

murdoch 30:21musk 1:4 2:3,15

2:17,20,22,24 3:23:4,4,6,8,10,12,143:16 4:7,19,24 5:25:2,4 6:12 7:8,177:24 8:1 23:1138:14 42:13 43:2351:24 59:9,1062:13 68:18 112:1112:8 116:1 124:3135:19 152:3158:20 161:15162:1 163:1,11165:3,20

n

n 2:9 6:1 24:10name 6:19 7:22

9:17 30:10,1155:1 77:8 94:7,1094:15 109:13,15165:2,3

named 32:2,3158:23

names 29:17 77:2nancy 2:16 5:4

22:3,4,16 90:2,990:13,18 159:24

national 148:8152:19 153:21,25154:4

near 130:18,22necessarily 25:24

46:4,11 88:10,1394:6 112:14 123:8123:10 140:22141:22

necessary 150:7

need 10:7 35:9,2236:6 41:2,4 55:1265:25 66:25 71:673:4 84:6 98:3,4100:16 102:19133:21

needed 18:1820:13 45:25 51:1957:17,24 60:863:19,22 66:1685:21 102:17114:11 118:4128:14

needs 10:15 84:1186:17,18,19 87:20113:25 114:7,15115:15 126:12,15126:17,23 127:1,7130:19,23 133:25134:5,18,22 150:8

negative 97:18,2598:10 115:18142:1

negatives 105:19negotiating 132:13negotiations

125:11neither 34:6nerves 65:24 66:9nervous 65:6,8,9

65:12,13 66:13net 73:3,15 74:10

74:13,19 97:12,1997:25 98:20 114:1

never 18:24 44:2448:24 49:13 51:1974:25 75:2,4,11122:16,20 154:3,7

new 1:13,13,17,1719:12 23:18 31:2231:25 165:1

newly 56:15news 62:25nice 53:25 70:14nick 33:24 34:6nitty 129:19nonprofit 152:13

152:14,20 161:4normal 38:12

40:14 43:15 53:260:11,24 63:2064:21 120:7126:10

normally 133:18notary 2:7 163:19

164:6,24 165:25note 6:4 47:23

53:17 64:2 69:681:4 128:25152:11

noted 129:5notes 19:11 41:14

54:9 164:15notice 2:1 84:19noticing 7:4noting 19:1notwithstanding

16:7novak 30:14november 18:16

42:9,11 43:1846:22 48:15 50:1152:5,5 153:6

number 6:1413:16 17:13 43:1559:4,8,15 62:1568:16 75:5 93:21123:24 124:2,15138:22 162:1

numbered 110:21

[model - numbered] Page 19


o

o 1:7 6:1o'keefe 30:14oath 59:11 163:3oaths 164:7object 123:18objections 7:2

10:22objectively 14:13obligations 113:25

114:6,15,23115:12 123:5

occasion 27:7occur 29:25 30:7occurred 83:7

104:17occurring 29:3october 17:11 20:1

32:16 33:5,9 34:238:19 39:20 40:24

offer 84:10 93:14111:1 112:9,10117:25 118:19119:1 126:18,20126:24 127:3128:1 134:1,6,17136:25 141:12144:1,11 146:6,10146:15 147:2148:24 150:5

offering 20:1721:7,8,18,25 23:723:7 24:17 29:332:18,24 34:8,1535:16 43:19 53:1256:7,11 92:14,22117:11 150:10151:7,12

offerings 56:20offers 118:8,8

officer 15:19156:13,18 157:13164:2

official 84:9110:16 149:8

offload 61:18,20oh 12:24 68:19

72:20okay 8:4,5,7 10:9

10:12,13,17 11:1,211:5,8,9 13:9,1713:19,20 14:1615:3 22:16 24:324:16,20 28:1029:17 33:16,2134:2,13,14 38:1639:6,20 40:11,2244:3 45:6 52:3,2058:18 61:8 62:1762:23 66:7 67:1,467:14 72:17,21,2173:6,14 75:2 76:776:24 79:22 83:1285:25 87:5 92:1793:24 96:1 97:20105:1,14 111:14112:19 124:17127:6 129:25130:8 131:20132:10 134:24136:6,17,24 139:9141:1,11 143:15146:18,25 148:2148:10,14 149:22150:13,21 153:24154:3 159:14

older 37:8once 8:11 83:24

103:24 119:16126:17 143:5

ones 9:18 128:12ongoing 129:3,7

129:11,14open 43:19,20,21

47:23operate 66:18

87:21operates 47:14

152:13operational 78:6,8

78:11,16,17,20,2579:3,14 86:491:14,22 101:16

operations 92:10opinion 25:23

28:22 82:8,1984:6 94:22 96:14118:1 133:16139:9,14

opinions 101:17opportunistic

105:23opportunity 71:1

71:14 78:22 80:1781:2 95:7 105:21

opposite 120:25option 41:14 53:22

53:23 101:25142:11

optional 88:4options 39:15order 36:23 46:1

61:23 64:16110:12 125:16

organization129:17

organize 56:5organizes 56:11oriented 95:10ouch 120:10

outcome 6:23111:24 164:19

outcomes 13:1outreach 104:6,16outside 12:7 27:1

71:24 109:10,12149:1

overall 69:18overcollateralized

48:17owned 56:18owner 51:2ownership 70:10owns 20:22

p

p 6:1p.m. 46:22,23

48:15 52:5 101:3101:3 123:25,25135:15,15 158:16158:16 159:10162:6

packet 136:9page 2:10,12 3:1

4:1 5:1 14:17 17:740:23 42:15 43:2545:5 46:21 52:159:15 62:15 66:468:14 72:8 79:2094:24 97:12 98:6111:12 113:19136:18 137:9138:13 141:7165:5

pages 93:23 136:3138:15 163:5

paid 38:5 93:5pain 131:12panels 153:15paragraph 14:7

14:16,17 113:20

[o - paragraph] Page 20


141:7part 38:11 53:1

60:11 63:20 69:1277:6 88:1 95:798:2 142:20154:11,19,23158:23 159:6,14159:18

partic 56:19participate 10:5

21:7,18,24 23:629:2 32:24 53:756:20 77:5,13110:2 151:11

participated 21:1922:2 23:8,9

participating 24:435:16 151:7

particular 43:1565:7,10 69:2180:9

particularly 51:8parties 2:18 5:5

6:10 164:11,18partner 23:2 90:2

90:13partners 27:18

28:24party 6:22passion 45:12,14path 109:1 137:25pause 71:23pay 18:17 40:12

41:4 63:15,1873:9 113:8 138:7138:11 140:9

paying 42:23 43:2pending 10:12pennsylvania 1:9people 25:13

56:17 77:12 78:14

89:14 102:4 103:2103:3 113:8132:25 133:4144:19 161:5

perfect 78:16perform 14:13performance

70:18period 18:5 25:10

25:10 139:6,13149:15 150:19151:2,15 156:13

periodically 56:13person 20:2 95:4

147:21 155:11person's 14:10personal 12:8

14:14 16:16 17:1644:4 82:19 146:23146:24 155:16,25156:10

personally 15:616:3,8 44:1045:25 70:1 81:22104:10 152:14155:10

perspective102:10 105:22117:16 142:2

peter 15:18 21:2132:7 37:13,1475:19 76:13,19

83:21pfund 2:17 5:4

22:3,4,16 24:10,1625:5,17 32:490:18 159:24

pfund's 24:23phenomenal

103:10phone 1:9,14,18

4:7 103:17 120:10phrased 10:24pick 6:5picked 43:14pieterse 55:1place 6:7,10 42:3

61:16,23 148:10164:12

places 88:17plaintiffs 6:12 7:6plan 73:22 74:25

75:6 88:2,4,1498:3 104:23105:16 106:3136:4 154:19,23158:23 159:6,18

planning 42:1play 107:10

125:11,21please 6:4,6 7:3,15

9:17 10:8 11:413:13 14:8 17:543:1 68:1 99:24134:14,16 139:1161:20

pledge 57:25 58:5pledged 57:4,15pledging 57:23plenty 58:12plus 3:22point 12:3 14:3

23:9 49:6,9 51:18

52:20 74:10 79:686:24 92:21100:15 104:2,5106:16 116:22125:2,16 129:24134:24 137:13138:25 139:15141:13 142:7154:16

policy 14:25pool 33:12portion 112:2position 14:14

69:3,4 101:11,24132:13 157:1

positive 28:2569:5 81:20 88:198:11,17,19,20105:20 129:20141:22,23 142:3

positively 102:20positives 105:19possible 25:7,9

26:3,10,13,14 29:543:21 49:16 50:1153:8 61:3 83:8,2184:2 90:21 91:693:4 99:3,6,15103:25 104:7,14104:21 108:23,24109:2,3,4,19,20110:3 111:15117:2 118:18131:11 135:8145:21 150:25

possibly 41:853:19 62:6

potential 16:1180:10 85:19 89:689:20 91:3 99:22100:3,9 106:8,19

[paragraph - potential] Page 21


108:4,8,9,12 109:7111:9 112:2,20113:20,23 131:16131:22 149:12

potentially 117:20powerful 85:14powerwalls 85:15precise 111:2predict 144:8,15

144:18prefer 122:22preferential 14:20

14:22preferred 75:21

76:21preliminary

131:18premium 93:8,10

96:4,5,18,18,20,20108:15 112:24113:4,17

premiums 93:496:7 108:12,23,25109:2,3,4

prepare 125:23prepared 17:22

125:5present 1:19 6:24

91:16 105:2,4,7108:17 112:1124:18 127:18

presentation94:13,24 111:5112:5 127:24136:18 137:14

presented 95:22110:9 111:16

president 127:21pressure 58:13

132:17

presumably140:15

pretty 51:16,2154:1 63:1 86:899:7 112:12,18120:25

prevent 35:15116:5,9,12,15

previous 33:1134:14 108:16164:8

previously 46:1347:4

price 19:5,1333:11 41:12,1442:8,10,21,24 43:456:24 58:3,1160:24,25 62:963:4 69:10,16,2169:25 70:19,2471:2 78:22 80:1480:15,22 81:3,2182:12,15 86:3,692:7 93:9,13 95:695:17,19,20 96:1196:21 102:11105:21 111:6112:13,14,15,16112:18,25 113:10113:13,16 115:19117:19 118:20,23118:24 120:3131:11,13 132:21132:23 133:11141:12,24 142:21142:24 143:3,16144:1,11,13,20,20145:1,4,5,18,21,21146:2,6,7,10,12,14146:16 147:1,2

prices 19:2 60:2273:16

pricing 115:24principle 47:15prior 20:1 108:17

109:17 111:8112:17 130:17,21133:25 134:6,17134:22,23 136:20136:22 150:22

private 6:5 8:178:19,21,23 9:3,109:13,14,15,2414:10 20:17 23:729:3 32:24 39:643:19 53:12 56:3107:22 118:12,14121:18 122:2,5

privately 55:967:16

privilege 107:5privy 69:14 158:7pro 87:15 97:2

102:12,13probably 17:19

22:21 25:1 33:1842:3 43:16 48:1348:25 50:2 55:1957:10 60:22 63:968:9 75:7,9 78:2380:22 81:20 87:894:14 97:9 103:6113:1 116:4 120:7122:13 129:22152:21 153:4,20154:5,25 157:9159:11,12

problems 127:12127:14 132:25133:5 134:5,12,17

procedure 2:253:5 55:15

procedures 60:1163:20 64:22

proceed 17:6,991:24 92:19

proceeded 104:20proceeding 7:2process 10:4 54:9

56:21 77:7 91:1295:13 100:13104:9 111:4115:21 132:21133:8 137:6145:16 148:23

produced 124:15130:7

product 14:2385:14 103:5

products 75:16,17professional 164:5

164:23profile 113:23project 94:8projected 137:17projecting 98:10promise 151:3promoting 14:23proportional 51:6proposal 131:18

142:5,6 143:4,5,23propose 117:1proposed 85:22

111:23 149:19pros 102:3,25provide 93:13

131:1,4 132:5,5,16133:24 139:23,23150:16 151:19

provided 16:18127:24

[potential - provided] Page 22


provider 138:6,10140:8

providers 138:2prussia 1:8public 2:7 61:17

65:16,17 70:6,882:18 93:9,1296:21 111:1112:10,12,17,24114:18,22 117:11117:14,16,24118:7,8,9,15,19,25120:16,19,24121:3,4,7,9,12,15121:17 122:1,1,4,6122:15,22 123:1,4123:11,17 124:5126:1,4,18,24127:3 128:1133:17 143:5148:24 159:11,12159:13,13 163:19164:6,24 165:25

publicly 114:16,24115:6 117:15142:14,15

published 159:7,8pulled 136:3

purchased 78:15purchases 14:23purchasing 81:11

150:18 151:1pure 154:11purpose 11:14

57:22 84:20purposes 74:15pursuant 2:1pursue 102:1

put 33:23 39:11,2445:22 46:1 61:2397:4 132:12

putting 33:24

q

q2 79:5quarter 79:5

103:24 141:8,19142:9,19,24143:24 144:23146:11

question 10:11,1910:24,25 11:3,7,812:10,20 15:423:22 26:15 43:150:16 63:16 66:772:14 80:24 87:1288:11,23 105:25108:20 122:16,20123:3,20 136:21136:25

questioning 58:21questions 116:11

161:16,17,18quickly 69:11quite 43:17 55:17

105:22 119:3157:9

quote 64:2,2131:14 137:15,16

r

r 6:1radnor 1:9raise 14:22 34:7

34:15,18 66:15,2367:1,16 118:4126:19 132:24

raised 26:17 34:1851:5 76:9 107:15107:16 129:14

raises 88:20 93:1raising 107:22

133:3 137:6,7139:22,23 140:23

ramcleod 1:18range 60:24 96:9

111:16 112:15,25113:1,5 117:19,21117:21 147:4

rank 102:3rapidly 69:11rate 133:7ratio 111:7,9,24

112:10,14,20141:14

rationale 128:13ratios 111:15

112:3reach 104:10reached 104:13

161:5reaching 131:22

132:3 148:24161:5

reacquire 82:13react 128:7reaction 118:19

120:14 142:18144:22,22

read 13:18 14:7,1740:9 52:3 67:2368:3 138:25139:16 141:10,11159:14 163:2

reading 33:2039:4 72:12

reads 113:21ready 17:5,9 33:4

38:17,18 40:2199:13 119:20

real 107:20reality 86:4really 45:15,20

50:25 51:1 61:1465:18 80:22 83:395:11,18 102:16103:2 105:21114:13 122:7124:6 128:8,8,12129:19 136:4145:15,19 159:15159:15

realtime 164:24reason 10:3 43:14

43:15 48:3 54:1563:13 74:8 92:22113:13 165:5

reasoning 45:1reasons 69:13

91:14,23,24100:20 156:25

recall 9:22 11:2211:25 18:5 20:1021:10,19 26:4,6,826:11,16,18 28:329:5,6 34:1937:20 42:10 43:2044:18,21,22 49:1763:4,7 69:1370:20 71:3 74:477:2,14 78:280:14 81:9,1784:22 85:2,2,2586:3 89:12,2490:1,2,16,24 92:192:15,20,25 94:1898:2,4 100:10101:19 106:5107:9,16,17 108:1109:15,21 110:5110:24,24 111:11

[provider - recall] Page 23


112:22,23 115:3,8115:9 116:7,10,14116:17,21 117:1117:13 118:21,21118:23 119:21120:4 126:25128:4 129:12130:1,16 131:8134:3 135:9 136:8147:22 149:17151:9,15,21,24152:23 154:10,25156:20,24 158:5158:10 161:1,5

receipt 117:24receive 14:19

109:18 116:1,2133:24 134:24149:11

received 33:1649:1 73:23 84:2593:25 94:2 125:2125:18 126:7149:10 159:12

receiving 134:18136:8

recess 59:5 72:2101:3 123:25135:15 158:16

recognized 85:489:5

recollection 26:230:13 34:23 40:1642:6 44:25 48:2173:20 120:2 159:5

reconcile 132:8record 6:3,10 7:1

7:23 10:16 13:1314:8,18 17:1329:16 38:23 40:2242:15 43:25 52:1

58:25 59:4,7,1567:23 68:4,1470:12 71:25 72:390:8 100:25 101:1101:5 110:20123:24 124:1135:13,17 136:2139:1,16 141:5158:11,14,18162:3,7

recorded 6:11recording 6:9recover 60:17recovered 60:23recuse 11:20,23

12:1 115:24 148:6recused 12:3recusing 147:24

148:12redactions 4:15redirect 161:16reduce 38:1 43:10reduced 164:13refer 8:2,6 11:13

17:25 41:25 89:17reference 57:8

78:1referenced 18:22referred 53:22

105:11referring 41:24

45:8 46:4 53:2258:14 61:14 117:5153:8,11

refers 18:10 47:353:11 61:2

reflected 149:8refresh 42:6 48:21

73:19 159:5regard 82:9

regarding 11:2470:18 84:2,2086:1 88:24 101:12104:7 110:3 114:5116:19 125:9126:11,14 127:24127:25 131:16142:18 149:1,7,12151:7 154:12157:25 158:22159:5

registered 164:5164:23

regular 3:23 4:242:4 100:6 103:19103:23,24 126:1

regularly 80:4125:24

rejoined 90:10related 6:22 8:16

10:3 20:8,10 66:891:4 110:6

relating 134:22relation 164:10relations 127:22relationship 26:25

28:21relationships 16:7

89:7relative 114:1

141:18 143:23relatively 20:24

64:24 142:1release 142:4

153:17released 154:24reliford 1:7 2:11

7:5,5,21 13:5,8,1030:15 33:2,550:18 58:22 59:1072:6 99:25 100:24

101:7 107:6110:14 122:10123:21 124:4,13135:10,19 147:7147:12 158:11,20161:15,21,23

remaining 73:10remarkable 103:5

103:6,8remember 10:2

12:7 17:18 20:534:19 50:10 75:1275:13 101:9 102:7107:12 109:11126:16,17 142:20146:16 148:7152:22

remind 32:20,2077:22 161:19

reminded 119:2reminding 30:11remotely 6:25removing 100:13

100:17repeat 11:4 15:4

63:16 66:7 105:25rephrase 10:25

11:4reported 39:10reporter 6:20 7:15

10:15 13:10 17:323:11 38:14 42:1343:23 51:24 59:159:13 62:13 66:272:6 79:19 93:1999:10,23 103:14110:13,14 124:10124:12 130:4147:11 152:2161:19 164:6,23164:23,24

[recall - reporter] Page 24


reporting 165:1represent 96:1

121:5representatives

131:15,21represented 16:9

16:13 90:18representing

15:10,11 71:13111:18

request 14:2051:19 131:1,3,7,9135:5

requested 65:1965:23 66:8 135:8

requesting 44:5requests 156:8require 43:9required 85:20

86:1 88:25 139:20requirement

132:15requirements

66:15reshared 48:24residential 137:7

150:16resign 157:25

158:6resignation 157:1

158:9resigned 77:6

157:12resigning 31:15

157:8,12resolutions 111:3resolved 112:9resources 85:19

85:21 86:1 88:24respect 111:25

115:20

respectfully 12:20respond 36:16

49:22 153:3responded 141:14responding 10:19

142:8responds 19:1

35:4response 18:14

153:10responsibilities

19:22responsive 156:8rest 26:19 120:15restaurant 20:11

84:16result 85:4,10

139:6 145:4results 14:14

96:25 97:19 141:9141:19,21,25142:5,10,12,14,16142:19,25 143:25144:2,16,23 145:3145:4,23 146:4

retained 108:22162:2

revenue 98:13review 13:12,25

14:2 62:16 109:7129:3,11,14154:23 155:2

reviewed 155:1reviewing 99:22

100:3,9revised 125:18

143:23revisions 125:21revolver 137:17

137:24 139:2140:2,16,19

rid 77:3,7ride 64:2,5,7right 8:9 10:14,22

17:25 18:21 19:1623:15 24:9 31:1333:9 34:16 36:2137:25 39:9,11,1440:2,4,8,20 41:842:2 43:11 45:1947:4,7,10 48:549:4,25 51:6,9,2052:8,11,12,2253:18 54:7,14,2455:10 57:1,3,13,1958:9,15,22 59:1759:18,21,23 61:561:23 62:4,8,18,1962:22 63:13,2264:5,13,17,2565:24 66:24 67:367:6,9,11,20 68:2368:25 69:10,17,2269:25 70:5,8 71:571:17 72:16,19,2373:7,19 74:11,1274:13 76:14 78:179:7,9 80:2,18,2082:12 83:13 86:586:13,20 87:3,6,1688:15,21 89:10,2390:7 91:4,8,10,1891:20,20 92:1696:24,25 97:1,1197:19,24 98:9,1298:21,21 99:16100:8 101:22,23102:23 103:20105:2,5,8,10108:20 110:12111:6 112:6,6,11114:25 117:12

121:9,19,21 123:5124:19 125:6,14127:4,19,22130:12,25 131:4,6131:21 132:1135:3 136:20138:4,19,20140:16 141:15,16141:19,20,22142:4 143:17,20144:17 145:8146:20 147:15151:4 152:7,12153:18 154:9,14154:16 157:15,17157:19 159:1,4160:2,9

ring 77:8rinky 75:25risk 137:23 140:20

140:23,23 145:22rive 2:20 15:13,14

15:15,18 21:2133:7,17 35:12,2537:13,14 70:18156:13 160:22

road 1:8robyn 29:11,19role 107:10 115:21

125:11,14,21rollout 153:21roof 153:3,9,11,12

153:13,13,14,24154:4,7,14

room 2:5 6:2441:19,23 58:6,7,12100:16,21 111:5,8112:6,11,17 148:9

rosen 1:16rough 17:21 18:3

64:2,5,7 65:2

[reporting - rough] Page 25


round 33:10,1134:15

rowe 9:21rpr 2:7rsila 1:15rules 2:2 10:6run 86:8,12,24

87:2,5,6,15,15,21115:15

running 122:1,4137:2

runway 66:12,1666:17,19,20 67:1867:21

rush 78:21ryan 1:12,16 7:10

7:13

s

s 6:1 18:11 165:5sachs 48:7safe 61:9,12,15sails 133:10sale 18:17 41:15

52:15,16 53:1754:17,22 74:20

sales 55:12 56:374:24 75:3 102:16103:8,10 129:17

salespeople 102:18102:19,21

sat 84:23satisfied 38:5satisfy 38:2,3

63:10saudi 9:21save 136:7saw 105:22 159:6saying 40:2 41:4

42:20 46:7 61:1983:4 86:5 90:2121:3 148:4 154:1

says 33:21 39:1439:23 40:1 41:1847:9 53:25 63:880:3,5 85:3 99:1799:19,25 109:5111:14 129:5137:13 153:10

sc 2:18 5:5scale 153:25 154:4schedule 111:3scheduled 80:4school 55:8scty 17:22,25

62:25search 107:21

156:6,7sec 8:15 31:16,20second 17:7 50:19

71:24 113:20138:25 141:8,18142:9,19,24143:24 144:23146:11

section 13:15,1814:8

secured 35:1938:7

see 17:23 18:1919:14 23:18 24:724:8,10,14,1533:14,15,25 34:935:6,7,10,11,23,2436:17 37:4 38:2139:12,13,18,1941:12,16,17,20,2142:25 45:3,4,17,1846:22 47:1,11,2448:8,19,20 49:2049:23,24 50:2252:8,18,19 53:954:3,4,11,12 57:5

57:6 60:18 61:1063:2,11,12 64:3,1164:12 65:25 66:466:6 69:8 71:672:11 73:13,17,1876:1 77:21 81:685:7,23,24 89:894:25 95:1 96:5,697:13,14,22,2398:13,19 104:24104:25 105:1108:5 111:13,14111:21,22 114:3,4119:25 120:1,6,11120:15,20 126:12126:13 129:3,4,7,8130:19 131:19,20135:24,25 137:19137:20 138:16,22138:24 141:9147:25 148:1153:1,22 158:24158:25 159:16,24159:25 160:7,8

seeing 35:21 86:3seen 94:4 130:9,10selected 96:8selecting 14:23selection 107:10sell 18:24 35:9

47:17 48:1,352:16,21,24 56:1256:18 61:21,23,2564:10,13,16 73:4,873:11,22 74:579:7,12

selling 36:22 42:247:18,23 53:3

sends 159:9sense 36:21 72:21

81:20 86:11,22

sensitive 6:4sent 147:14 152:11

159:10separate 34:11

75:11 82:21 87:10separated 87:8

102:9september 137:15

164:20serve 121:9 156:18served 156:13set 33:12settlement 31:20share 19:6 41:14

43:13 51:6 58:1164:20 73:16 95:395:9,24 97:1,3,897:10 98:10,11,1798:20 111:18,19112:19 113:12,14113:16 118:23,24128:3 152:18

shared 25:13,16114:17 128:5

shareholder 15:2271:13 102:10123:12

shareholders 10:415:10 16:10,1393:15 95:15 96:2113:11 122:15,18122:24 123:8,16127:25 128:7,11

shares 16:3,16,2235:19 38:7 42:244:9 46:25 47:1647:18,18,19,2448:1,4,4,7,2349:15 51:12 52:1552:22,24 53:3,454:6,17,21 55:23

[round - shares] Page 26


56:1,3,12,16,1757:23 58:1,961:18,21,25 64:1371:17,17,19,2173:8,9,11,23,2474:5,6,7,20 92:14111:17 128:16,17128:21

sheen 158:24159:2

sheet 165:1shingles 153:1,9short 67:18 99:7

126:12,15,23127:1,7 133:25134:5,8,18,22150:8

shorter 54:19shorthand 164:23show 133:4showed 130:11

135:2shows 96:16side 8:19,21

102:12 105:20131:12

signature 164:22signed 150:2significance 57:9significant 51:2

70:13 74:19 85:485:10 137:1,15154:8 157:21

significantly118:25

sila 1:12 7:10,10simplistic 95:23simply 92:2

113:16single 50:6

sits 90:1sitting 10:23 26:15

78:1 90:15 123:15123:19 128:20129:25 133:23

situation 14:1296:4,5 138:22140:9

situations 14:21six 119:11sizable 92:13size 21:3 22:19

28:1,4 38:6 40:1645:24 161:12

skin 33:22slide 97:12 138:16slifkin 1:11 7:7,7

13:7,9 30:12 33:150:15 58:25 71:23107:3 123:18147:10 158:13161:18

slow 99:23small 10:4 20:23

20:24 22:18 23:4smith 4:24 152:4,9

152:25socialize 27:11socially 155:10

157:10solar 65:7 76:5,8

76:10 80:13,16,1980:21 81:3 82:2382:25 85:14 104:3104:6,11,13,17,21105:15 106:1,8,19119:14 137:7139:24 150:5,9,11150:14,18 151:2151:10 152:25153:9,13,15

solarcity 11:1115:16,19 16:3,7,1518:1,8,17 19:5,1220:7,9 22:7,1328:14 32:6,10,1235:19,21 36:11,2037:18,24 38:639:9,16,25 40:1240:25 42:19,2143:3,4,11 47:1948:4,18,23 49:4,749:14 50:12 56:2459:24 60:2,6,2561:4,6 62:9 63:563:15,18 64:665:10,16 68:569:7 70:5,10,1971:2,9,15,16 72:2373:8,24 74:5,7,1875:20 76:13,16,2076:22 77:18 78:378:18,23 80:10,1580:20 81:1,6,11,1481:15,23 82:10,1382:16,20 83:4,884:3 85:5,1986:18 87:2,16,2488:8,8 89:7 90:690:17,19,23,2491:4,25 92:8,2493:5 95:6,17,1997:16 98:18 99:399:6 100:14,19101:12 102:6,23103:8 104:1,4108:13 109:19110:4 111:1,10,18111:19,25 112:21113:23 114:22117:11 118:22119:24 125:3,6,9

125:19,23 126:8127:1,16 128:1129:2 131:1,3,15131:17,23 132:3,4132:11 133:16134:4,17 137:1,1137:11,14,22139:12 140:18141:19 142:1,9,13142:19,25 143:3143:24 145:4148:25 150:2,8,12151:20

solarcity's 15:2115:24 39:21 42:869:10,16,21,2470:23 88:14 89:398:2 113:24 114:5114:8,14 115:11115:14 120:3125:9,12 126:11126:14,22 130:18130:22 133:24139:18,22 141:8141:13,25 142:8142:23 146:2147:2 150:5,23151:7

sold 53:4 54:1,6,2054:20 56:1 71:1971:21

solicit 29:2,7,11,1329:14,14,19,2430:6,7 32:4

solicited 152:17,21152:22 161:3

soliciting 152:23solution 39:17solutions 131:17solve 127:12,13

150:7

[shares - solve] Page 27


solvency 139:20140:20

solving 127:16somebody 107:15

143:8sorry 12:21 13:5

23:25 28:7 31:1933:2 38:23 46:2150:17 56:9 65:867:2 76:18 82:2490:4 99:25 117:6129:21 131:2134:14 135:2142:22 147:7156:17

sort 10:16 57:7,2276:5,8 79:7 84:2087:3 92:23 96:497:24 129:22154:8

sound 60:7 158:2sounds 8:8 40:13

43:6 53:16 54:863:23 68:5 69:15151:3

source 38:1sources 139:25space 106:19

119:14 148:9spacex 18:24 35:9

36:22 44:9 46:2547:23 48:1,751:12 52:10,15,2152:24 53:17 54:654:13,13,14,17,2155:9,13,14,16,2256:1,2,2,11,14,1561:8,18,25 64:9,1373:5 74:12 122:4150:18,21,22,24151:1,4,6,11,17,18

155:15,15,17speak 37:3,4 53:25

55:24 94:19speaking 128:6special 3:18 4:4,9

4:11,16,21 22:1280:2,25 84:21100:7 106:18,22107:1,7 109:22110:17 124:14125:6,8,12 130:6141:3,13

specific 10:3 26:426:6,8,11,16,18,1942:4,10 81:2100:10 104:16106:5 126:16129:5,9 130:1156:20

specifically 20:661:6 65:23 66:974:6 81:1,14,15112:22 116:23117:3 142:22161:1,6

specifics 93:8 98:4107:4 108:6 128:4

speculation153:19 154:11

speech 41:25121:7

spoke 160:4spoken 48:14st 2:4 6:17stable 120:17stamped 141:6stand 60:16,20

98:16 137:2standard 19:18

53:5 55:15 93:893:10 96:9,12,13

113:18stanley 16:19,24

38:20 39:2,6start 46:21 50:16

52:4 77:11started 8:2 17:18

104:2starts 136:1state 1:1 2:8 6:14

6:25 7:3 90:8163:3 164:3,6,24

statements 118:5stating 7:22stay 103:3stays 96:1stenotype 164:12

164:15step 116:5,8stepping 31:7steps 91:10 99:21

100:2,8,10 106:13steve 29:9,11stick 52:16stock 16:3 18:8,11

18:13,24 19:2,537:19 39:10,2142:8,10 43:455:12,13 56:2458:3 60:22,2562:9 63:4 65:1069:10,16,21,2570:19,23 73:595:17,19 111:17111:18,20 112:13112:14,25,25118:20 120:3142:18,23 143:3144:11,13 145:3146:2,6,7,10,12,14146:16 147:2

stockholder 1:26:13

stockholders 1:72:4 165:2

stocks 17:21 18:418:10 19:20 53:1770:6,12

stop 87:25stopped 21:5 88:8strapped 35:5strategic 91:14

95:7 100:16,20101:15,21,25104:22 105:16,20106:2,16 113:21117:18 128:13

strategically145:19

strategy 39:5street 1:17 2:5

6:17stress 65:15,17stressed 64:24

65:3,14 68:2469:15

stressful 65:1866:20,21,21

stretch 65:3strike 42:7 51:22

52:12 57:7,2173:20 84:23 90:592:12 125:15126:20 131:2135:2 139:10150:21 151:10152:8 153:7 160:9

string 120:16strong 118:2structure 125:10

139:8

[solvency - structure] Page 28


struggling 61:1761:17

studied 113:7subject 23:17

25:25 69:23111:24

subscribed 163:14165:21

subsequently77:13

substance 69:24substantive 94:24succeeded 117:21

145:2success 33:13suggest 107:7suggested 12:4

42:23 43:2 106:25107:1,24 108:1

summarizes138:19

summary 134:25135:1,5,8 138:16140:6

summer 8:22 9:231:17

sunrun 82:25 83:2super 68:24suppliers 14:24

15:1support 78:4,19

152:12supported 77:19

78:2sure 11:16 12:14

14:2,6 17:7,7 22:123:8 25:24 31:1,532:21,23 34:1736:18 38:11,1141:1 43:2 46:360:14 61:3 63:17

66:12 71:21 72:1376:3 78:15 79:883:19 84:9 86:2187:13,22 88:2290:13 92:3 93:7100:5,24 102:17102:22 113:1116:4 118:11132:2 140:17143:16 150:9153:19 154:2

surmising 129:22surprised 108:6

120:14,16surprisingly 58:11suspicion 14:22swaine 1:12 7:8,11swear 7:16swing 120:25sworn 7:18 163:5

163:14 164:9165:21

synergies 85:4,10116:24 117:2,4,8

systems 150:17

t

t 9:21table 10:23 107:18

160:7,14,20tag 29:17take 6:10 8:22 9:2

9:9,23 10:11,1635:25 47:13 51:1154:9,16 58:2170:9 87:5 91:10100:22 101:16,24106:13 115:5126:23 132:17135:10 145:1

taken 2:4 6:128:10,11 59:5 65:2

72:2 101:3 116:5123:25 135:15158:16 164:12

takes 86:24 133:9talk 10:15 40:24

41:11 48:6 49:6,949:18 69:21 80:1980:25 118:22131:14 133:21158:4

talked 8:1 48:1367:5 82:5 114:8121:16,18

talking 9:16,1846:25 49:10 62:862:10 71:11 80:19101:8,21 118:22118:23 140:10143:21

talks 69:24 141:7153:9 160:1

target 34:17 99:22117:17 126:18

targeted 34:10targets 100:3,9

108:9,10tax 114:10 139:19taxed 74:4taxes 73:4team 97:4 102:16

102:21 105:18technology 15:19

103:9telephone 20:3tell 25:5 37:21

113:15,15 120:23131:25 133:5151:14

telling 54:5 132:25tells 10:25 61:14

tender 56:7,11term 86:10,22

125:24 126:12,15126:23 127:1,7130:18,22 133:25134:5,8,18,22150:8,11,12

terms 82:22 95:14118:9,12,19121:16 148:25

terrible 158:23tesla 1:2,7,11,20

2:4 3:19,24 4:2,54:9,12,16,21 6:137:12 8:12 9:1,6,79:8,9,11 12:1214:1,4,13,14 15:1016:9,10,13,14,2218:13,16 22:2524:22 26:16,2428:14 29:8 30:2231:6 38:7 39:1640:3,7,11 41:7,742:2 43:10 48:448:17 49:7,1250:12,12 52:16,2553:3 56:24 57:457:10,15 58:9,1560:2,6 63:10,14,1868:6 70:5,10 71:971:13,14,17,2273:5,7,23 74:6,1274:18,20 75:2076:4,8,20 77:11,1878:3,7,22 79:180:15 81:14,15,2382:13,20 83:3,884:3,5,7 85:1586:25 87:6,15,2088:7,20 92:1393:1,6 95:15,19

[struggling - tesla] Page 29


96:2 98:5,12,1699:3,6,11 101:8,13102:1,5,10,16,18102:23 103:5,23104:5 106:3109:11 110:4112:21 114:13118:10,19 119:2120:5,8,9,23 121:4121:12,18 122:14122:15,24,25,25123:12,16 125:17126:6,24 127:9,10127:22 128:6130:7 131:3,21132:1,2,5,22,23135:24 141:23146:6,14,14 149:7149:13,18,24150:1 152:18,18152:25 153:3,9,11153:12,13 154:22155:14,14,17,21156:3,14,19158:22 165:2

tesla's 11:11,1713:22 14:11 41:1172:23 86:17 98:6101:15 110:17117:16 129:20134:17 136:25142:2 147:2

tesla000013463:20 79:21

tesla000013483:25

tesla00001459 4:6110:21

tesla000014694:10 124:15

tesla000014734:13

tesla000017354:17

tesla000017574:22

tesla0001455 4:3tesla0001735

141:6tesla00083184

2:20tesla1348 99:12tesla1473 130:7tesladir0024220

2:15 17:14tesladir0025192

2:23tesladir0025630

2:25 40:23tesladir0026715

3:3 42:16tesladir0028594

3:5 44:1tesladir0029509

3:7 52:2tesladir003055

3:13tesladir0034865

3:9 59:15tesladir0035053

3:11 62:15tesladir0035055

66:4tesladir0035108

3:15tesladir0035950

3:22 93:22tesladir0042287

5:3tesladir0042986

4:20

tesladir00504844:25

tesladir00531023:17

tesladir00650424:8

tesladir00873634:14 136:1

tesladir0087641136:17

tesladir0087660136:2

tesladir2519238:24

tesladir3510868:16

tesladir53102 72:9testified 7:18

32:21,22 76:19testify 164:9testimony 16:6

68:11 75:12 76:1382:16,18 121:2134:11,15,16145:17 148:21162:1 163:3,5

text 119:21 120:15155:16

texts 120:24thank 24:3 26:20

40:18 58:24 68:2098:23 135:20151:25 161:21,22161:23

thereof 164:15thing 10:10 28:25

49:2 91:18 95:1695:18 138:12147:1 158:2

things 8:19 46:1646:18 57:17,2458:6 60:15,2079:4 81:21 102:21123:7 144:13145:10

think 10:3,1912:10,18 18:1020:4,8,10 21:4,621:20 26:10 29:1529:15 30:14 31:232:22 34:18,2135:1 38:8 39:1543:14 44:13 48:1248:13 52:12 54:1956:4,4 57:2065:12,15 69:1,270:1,20 71:6 73:374:7,16 78:480:21 83:24 86:1086:14 87:17 88:689:2 94:21 95:1096:15 99:4,7100:15,20 102:11103:11 104:2,2110:9 114:16,19115:5 116:3 117:1117:3 119:13121:13,16 122:17122:23 123:2,10123:16,19 140:21143:2,4 145:25147:4 148:3 155:5155:6 159:13160:13

thinking 88:10128:9

third 2:18 5:594:23

thirds 68:6 69:7

[tesla - thirds] Page 30


thomas 38:19thomason 2:22

38:20 39:1thought 46:24

107:13thousand 136:12thread 2:14,16,19

2:21,24 3:2,4,6,83:10,12,14,21 4:74:18,23 5:2

tight 66:14till 159:14time 7:3 10:22,23

11:18 16:2 18:519:8 20:6,16 21:927:24 28:10 29:1030:24 31:3 32:1334:23 35:3 36:1236:20 39:15 42:142:4 43:18 44:1744:20 46:8 47:2051:10 52:5 53:1357:13,19 59:4,861:1 64:14,2365:11 70:18 72:172:4 74:11 76:1576:24 77:21 78:1883:7,23 85:9,2086:5 90:6,1791:11,16,20 92:993:14 94:5,2098:9,23 99:8101:2,6,11,22,23102:17 107:20110:22 114:13116:22 117:25121:23 123:24124:2 125:2 126:9

127:23 135:14,18139:19 141:13142:7 144:1 147:2150:19 151:8,15153:16 155:7156:13,20 157:10157:12,14 158:15158:19 159:12161:23 162:6164:12

times 38:9 65:382:10 93:1 143:18

timing 141:17143:21

tiny 147:4title 39:3,4today 8:3 16:6

26:15 39:10 49:2253:25 57:12 90:15123:15,19 128:20129:25 133:23134:16 161:16

today's 162:1todd 3:21 4:19

12:6told 25:1,7,9 52:15

61:22 68:23 89:18107:4 130:1143:18 144:10

tomorrow 63:9top 56:23 67:23

68:3topaz 1:8 7:6topics 129:5,9topo 68:3total 21:4 162:1,6tough 51:14 54:1town 27:15trading 39:10

62:25 93:14 147:1

transaction 9:1211:14,18,21 12:913:1 15:6 16:222:9,13 24:2328:10,13 29:1130:25 32:13 49:771:16 72:18 73:2185:22 91:3,792:19 93:17 94:1996:17,25 97:7100:14 108:4,13112:3 116:24125:17 128:10,12128:17,22 148:25149:2,7,19 154:17156:12,22 157:22

transactions 11:24transcript 59:2

161:19 163:3164:14

transfer 43:1063:14

transferred 37:2563:22

treatment 14:2014:22

trees 136:7tres 159:15,18tried 8:22 9:2trigger 19:13triggering 139:5true 90:9 118:14

161:10,11 164:14trusts 29:1truth 164:10try 9:9 29:17

145:2trying 10:2 67:2

67:11 86:20 88:25132:24 141:11143:12 145:14,15

tuesday 72:15turn 6:6 94:23

97:11 111:12113:19 136:17,23138:13 156:6

turned 35:22 36:536:6 67:9

turns 101:20tweets 8:16,18

typewritten164:13

typically 113:8155:8,20

u

ugly 63:1 67:9uh 11:6 13:24

38:22 43:9 53:2457:2 58:2 59:1659:25 72:12 79:6137:9 145:12147:16 153:2154:18 156:15

ultimate 42:7ultimately 34:24

37:17 40:11 73:2274:19 77:3 91:1110:25 117:10150:21 151:11160:11

[thomas - ultimately] Page 31


un 3:22unaware 104:16

104:18unconflicted 13:3understand 11:3

16:1 19:16 22:1122:15 26:14 35:1241:22 59:11,1267:2 72:13 89:196:10 128:9129:17 133:1137:5 139:21140:7 143:2,6146:5,13

understanding97:16,17 146:23146:25 153:6,16

understood 11:8undertake 109:6

unofficially 84:12unpack 76:1unpleasant 121:17unrelated 82:22unusual 120:13

157:5upcoming 147:17updates 116:2,4ups 36:13upsize 46:12use 40:3,7 41:7

61:20 73:9 76:1087:7,25 102:18155:13,14,15,18155:20,22,24,25156:2

usually 37:2193:13 131:12155:16

v

v.w. 9:21vaguely 92:15valor 27:18,23

28:11,12,16160:18 161:7,13

valor's 28:4,22valuable 100:21

133:8valuation 85:19

114:1 133:6valuations 100:4value 48:18 68:6

69:7 93:14 103:3111:18 133:10

various 111:15114:10,10

vcs 1:2 6:15veritext 6:20,21

162:2 165:1versus 56:24 74:5

122:1,4 142:15vice 127:21video 1:4 2:2 6:9

6:11 122:9videographer 1:20

6:2,20 7:15 59:3,771:25 72:3 101:1101:5 122:8123:23 124:1135:13,17 158:14158:18 161:25

view 50:3 95:5,23104:8

viewed 85:12views 112:19

121:15vision 85:14voiced 102:4volatile 18:7,8

volatility 62:964:6,8,24 65:7,1066:22 120:7

volumes 154:8vote 93:16 113:12

128:17voted 128:21,23

128:23votes 11:21voting 91:15

115:25 122:18

w

w 4:24 152:4wachtell 1:16 7:13

109:6,8 116:9,16wachtell's 109:13

109:15wait 159:14walmart 107:21

107:23walnut 2:5 6:17want 45:10 51:1,2

73:3 86:21 93:11103:2 118:3123:20 131:10132:11 144:15

wanted 35:2 46:949:6 55:25 71:1274:10,13,14 75:2479:7,11 80:1982:12 128:8144:20 145:18,19145:20

wants 56:14watch 37:21watching 36:16waterman 2:17

3:12 24:1,2 65:2066:8

waters 65:2

wavered 82:8way 12:11 33:19

41:2 70:16 74:475:23 79:3 82:187:19,23 114:8,9115:19 117:3,11128:22 146:5,13159:18 164:17

ways 13:2 103:4we've 79:25

101:21 118:11121:16 158:1

wealth 39:7wealthy 51:21week 95:6 120:25weekend 27:8weeks 17:21 18:3

18:7,8 54:10welcome 59:10

135:19went 48:18 55:7

65:16,17 68:2475:2 94:12 117:3119:3 120:3131:14

west 1:17whatsoever

157:24wheeler 94:14

105:2 130:17,21131:14 150:4

whispering 6:5

wind 133:10winkelman 2:15

2:22,24 3:2,6,8,103:16 17:11,15,1717:21 19:1,11,1740:24 42:17 43:252:6 53:6 56:23

[un - winkelman] Page 32


59:18,23 60:1561:22 62:24 63:863:17 73:2

winkelman's19:21 53:24 54:16

winkelstein 73:2winter 49:19 50:4

50:5wise 81:21 132:13withdrew 146:6,9

146:15witness 7:8,14,16

164:9witness’ 165:3wlrk.com 1:18woke 69:3woman 32:2wonderful 45:12wong 2:17word 61:20 76:10

118:2words 12:16,22

18:6 76:17,1884:10 134:20,21134:21

work 14:1,13 36:236:2 51:16 131:11132:16

worked 102:20107:13,19

works 39:2 97:2117:23 143:7,11

world 80:16 81:382:15,17 95:23102:8 118:12,16

worse 132:13worth 73:5 92:8write 17:20 33:9

40:2 50:19 53:660:15 120:9,18

writes 24:3,10,1035:21 39:9 46:2448:16 49:18 56:2359:23 62:24 73:2120:5

writing 42:17written 2:1wrong 75:25

144:14 147:7wrote 38:20 40:24

x

x 2:9 78:9,12 79:191:23 92:2,4,10

y

yeah 16:1 17:819:7,23 22:8,823:25 24:15 25:2127:10 28:15 30:1733:2 35:1,1736:21 42:20 43:644:9 46:3,4,1548:9 49:24 50:2351:22 54:8,1855:4,11 57:2558:19 60:10,1961:20 62:7 63:363:12,23 64:1867:14,25 69:2372:21 73:1 75:1379:8,10,16,17 80:581:15 82:10 84:1087:1 91:5,21 94:294:9 99:14 108:5110:24 112:4115:2,23 119:23120:12 121:20134:16 136:12,12138:21 147:19,22

148:7,13 150:12151:3,5 152:16153:23 154:13157:23 159:17160:3 161:9

year 25:10 54:262:6 72:20 75:781:10 88:9 119:3153:4

years 21:5 25:1027:4 28:15,2529:12 37:8 49:1157:11 60:22 66:1971:11 81:13 82:782:7 83:19 101:21115:8 118:11119:11 134:9158:1 160:21

yep 9:4 17:2418:20 19:4,10,1520:18 23:16,1930:23 33:8 34:141:10,13 45:947:5,25 52:753:14 62:20 85:889:9 91:9 97:2398:8 101:10 105:3105:6,9,13 110:19120:21 125:1129:4 130:13,24136:19 147:16150:6 154:15160:5

york 1:13,13,17,17165:1

young 2:22younger 37:7,8

[winkelman - younger] Page 33


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

DELAWARE RULES OF CIVIL PROCEDURE

Part V. Depositions and Discovery

Title V, Rule 30

(e) Submission to witness; changes; signing. When

the testimony is fully transcribed, the deposition

shall be submitted to the witness for examination

and shall be read to the witness, unless such

examination and reading are waived by the witness

and by the parties. Any changes in form or

substance which the witness desires to make shall

be entered upon the deposition by the officer with

a statement of the reasons given by the witness for

making them. The deposition shall then be signed by

the witness, unless the parties by stipulation

waive the signing or the witness is ill or cannot

be found or refuses to sign. If the deposition is

not signed by the witness within 30 days after the

date when the reporter notifies the witness and

counsel by mail of the availability for examination

by the witness, the officer shall sign it and state

on the record the fact of the waiver or of the

illness or absence of the witness or the fact of

the refusal to sign together with the reason, if

any, given therefor; and the deposition may then be

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

used as fully as though signed, unless on a motion

to suppress under Rule 32(d) the Court holds that

the reasons given for the refusal to sign require

rejection of the deposition in whole or in part.

DISCLAIMER: THE FOREGOING CIVIL PROCEDURE RULES

ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

THE ABOVE RULES ARE CURRENT AS OF SEPTEMBER 1,

2016. PLEASE REFER TO THE APPLICABLE STATE RULES

OF CIVIL PROCEDURE FOR UP-TO-DATE INFORMATION.

VERITEXT LEGAL SOLUTIONS

COMPANY CERTIFICATE AND DISCLOSURE STATEMENT

Veritext Legal Solutions represents that the

foregoing transcript is a true, correct and complete

transcript of the colloquies, questions and answers

as submitted by the court reporter. Veritext Legal

Solutions further represents that the attached

exhibits, if any, are true, correct and complete

documents as submitted by the court reporter and/or

attorneys in relation to this deposition and that

the documents were processed in accordance with

our litigation support and production standards.

Veritext Legal Solutions is committed to maintaining

the confidentiality of client and witness information,

in accordance with the regulations promulgated under

the Health Insurance Portability and Accountability

Act (HIPAA), as amended with respect to protected

health information and the Gramm-Leach-Bliley Act, as

amended, with respect to Personally Identifiable

Information (PII). Physical transcripts and exhibits

are managed under strict facility and personnel access

controls. Electronic files of documents are stored

in encrypted form and are transmitted in an encrypted

fashion to authenticated parties who are permitted to

access the material. Our data is hosted in a Tier 4

SSAE 16 certified facility.

Veritext Legal Solutions complies with all federal and

State regulations with respect to the provision of

court reporting services, and maintains its neutrality

and independence regardless of relationship or the

financial outcome of any litigation. Veritext requires

adherence to the foregoing professional and ethical

standards from all of its subcontractors in their

independent contractor agreements.

Inquiries about Veritext Legal Solutions'

confidentiality and security policies and practices

should be directed to Veritext's Client Services

Associates indicated on the cover of this document or

at www.veritext.com.

plainsite - wordpress.com · 13 in re tesla motors, inc. stockholder litigation, filed in 14 the...

Documents