PlainSite - WordPress.com · Board of Directors of SolarCity 12 Corporation 4/26/16 Exhibit 4 Board...

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 1

View Document

View Docket

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

EXHIBIT 7

1 IN THE COURT OF CHANCERY OF THE

THE STATE OF DELAWARE

2

IN RE TESLA MOTORS, INC. )

3 STOCKHOLDER LITIGATION ) CASE NO. 12711-VCS

4

5 CONFIDENTIAL

6 ORAL VIDEOTAPED DEPOSITION

7 DONALD R. KENDALL, JR.

8 May 21, 2019

9

10 ORAL VIDEOTAPED DEPOSITION OF DONALD R. KENDALL,

11 JR., produced as a witness at the instance of the

12 Plaintiff and duly sworn, was taken in the

13 above-styled and numbered cause on the 21st day of

14 May, 2019, from 9:18 a.m. to 10:21 a.m., before

15 Shauna Foreman, Certified Shorthand Reporter in and

16 for the State of Texas, reported by computerized

17 stenotype machine at the offices of Kenmont Capital

18 Partners, 2000 Edwards Street, Suite B-100, Houston,

19 Texas, pursuant to the Federal Rules of Civil

20 Procedure and the provisions stated on the record or

21 attached hereto.

22

23

24

25

Page 1

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

PUBLIC VERSION

APPEARANCES

2

3 FOR PLAINTIFFS:

4 MAXWELL R. HUFFMAN, ESQ.

ROBBINS GELLER RUDMAN & DOWD

5 655 West Broadway

Suite 1900

6 San Diego, California 92101

Telephone: 619-231-1058

7 E-mail: [email protected]

8 FOR THE WITNESS:

9 LORI W. WILL, ESQ.

WILSON SONSINI GOODRICH & ROSATI

10 222 Delaware Avenue

Suite 800

11 Wilmington, Delaware 19801

Telephone: 302-304-7617

12 E-mail: [email protected]

13 FOR THE DIRECTORS:

14 CLAIRE BOTNICK, ESQ.

CRAVATH SWAINE & MOORE

15 825 Eighth Avenue

New York, New York 10019

16 Telephone: 212-474-1906

E-mail: [email protected]

17

ALSO PRESENT:

18

Rob Lara, Videographer

19

20

21

22

23

24

25

Page 31 INDEX2 PAGE3 DONALD R. KENDALL, JR.4 Examination by Mr. Huffman ........................456 EXHIBITS78 NO. DESCRIPTION PAGE9 Exhibit 1 E-mail 7/28/16 19

Exhibit 2 Minutes of a Meeting of the 2310 Special Committee of the Board

of Directors 7/29/1611 Exhibit 3 Minutes of the Meeting of the 28

Board of Directors of SolarCity12 Corporation 4/26/16

Exhibit 4 Board of Directors Q2 2016 2913 Meeting Presentation

Exhibit 5 SolarCity First Quarter 2016 3214 Shareholder Letter

Exhibit 6 SolarCity Second Quarter 2016 3415 Shareholder Letter

Exhibit 7 Minutes of the Meeting of the 4216 Board of Directors of SolarCity

Corporation 8/26/16171819202122232425

1 VIDEOGRAPHER: Good morning. Today is

2 Tuesday, May 21st, 2019. The time is 9:18 a.m. We

3 are on the record. This is the videotaped deposition

4 of Donald Kendall, Jr.

5 DONALD R. KENDALL, JR.,

6 having been first duly sworn, testified as follows:

7 EXAMINATION

8 Q. (BY MR. HUFFMAN) Good morning, Mr. Kendall.

9 A. Good morning.

10 Q. We were, of course, introduced off the

11 record. I'd like to do that again now on the record.

12 My name is Max Huffman. I'm an attorney with the

13 Robbins Geller firm down in San Diego, and my firm is

14 one of the co-lead counsel firms representing

15 plaintiffs in the class in the stockholder litigation

16 involving Tesla's acquisition of SolarCity.

17 Have you ever had your deposition

18 taken before?

19 A. Yes.

20 Q. When most recently?

21 A. Probably -- maybe within the last five

22 years, but it's been a while ago.

23 Q. Okay. Then I'll give you sort of the

24 truncated speech about sort of how today works. It's

25 basically just a question-and-answer session. We do

Page 5

1 have a court reporter here and a videographer here

2 helping us out, and there's some things we can do to

3 help them.

4 One is to not talk over each other,

5 meaning when I ask a question, make sure that I'm

6 done with my question before you start to respond.

7 And in turn, I will make sure you're done with your

8 answer before I chime in with another question.

9 Also, try to keep your answers verbal.

10 Things like huh-uhs or uh-huhs, that can muddy up the

11 record, as well.

12 We'll take a break every hour or so.

13 If you need to go to the bathroom or something or if

14 you want to take a break at a certain point, just let

15 me know and we can accommodate that. If I'm on a

16 particular line of questioning, I might ask to just

17 wrap up that line of questioning before we do so.

18 And then also, before you get up, make

19 sure to undo your mic.

20 How many times have you served as a

21 director of a public company?

22 A. Number of companies, is that what you mean?

23 Q. Yeah. How many times?

24 A. Let's see. Probably four, but I could be

25 mistaken.

2 (Pages 2 - 5)


1 Q. Okay. What four companies do you have in

2 mind when you say four?

3 A. The first one I don't remember the name of.

4 It was a leasing company, and it was many, many years

5 ago. And then SolarCity, American Midstream, and

6 Talos Energy.

7 Q. The last one you said is Talos?

8 A. T-A-L-O-S, Energy.

9 Q. How did that come about, you becoming a

10 director of Talos?

11 A. Well, it's -- well, it's an E&P company

12 here in Houston,

19 Q. Are you still a member of the Talos board

20 of directors?

21 A. Yes.

22 Q. What about American Midstream? How did you

23 become a director of that company?

24 A. It's controlled by another private equity

25 firm called ArcLight. And ArcLight, you know, has

Page 7

1 probably the bulk of the board members that are not

2 independent. There are three independent board

3 members. I was, again, appointed by ArcLight as one

4 of the independent board members.

5 Q. Is American Midstream still in operation?

6 A. Yes.

7 Q. Have you been a director of a company other

8 than SolarCity where the company was sold?

9 A. Yes.

10 Q. Which one?

11 A. The one whose name I can't remember.

12 Q. Okay. Fair enough. And you said that was

13 a while back?

14 A. Yeah. They -- we uncovered, as a board,

15 accounting fraud that the CEO was aware of. And so,

16 we ended up canning the CEO, bringing in a workout

17 firm, and repositioned the company for sale.

18 Q. Do you recall who the workout firm was?

19 A. No.

20 Q. Have you served as a director of a

21 privately-held company before?

22 A. Yes.

23 Q. How many?

24 A. Unfortunately, I won't be able to know the

25 answer to that, but quite a few.

Page 8

1 Q. Is -- is that because it's too many to --

2 A. Yes.

3 Q. -- to recall? More than five?

4 A. Yes.

5 Q. More than 10?

6 A. Yes.

7 Q. More than 15?

8 A. Yes.

9 Q. More than 20?

10 A. Probably.

11 Q. Okay. Do those positions come up because

12 of your position at Kenmont Capital?

13 A. Some, but a lot of them were even prior to

14 Kenmont Capital.

15 Q. And for the record, what is Kenmont

16 Capital?

17 A. Kenmont Capital is an investment advisory

18 firm merchant bank.

19 Q. Okay. How did they get started?

20 A. I'm trying to think of the easiest

21 explanation. I spun off from the company that I was

22 running here in Houston to create a private equity

23 fund-to-funds investment management firm. And so,

24 that was the initiation of Kenmont Capital.

25 Q. What was that initial company from which

Page 9

1 Kenmont was found?

2 A. I moved to Houston to be president of a

3 power company called Cogen Technologies, and I also

4 sat up and ran the family office for the founder.

5 Q. How did it come to be that you ended up on

6 the SolarCity board of directors?

7 A. Again, a little background, if it's okay.

8 Q. Sure.

9 A. I ran project finance, structured finance

10 leasing at a number of investment banking firms in

11 New York before I moved to Houston, and a very

12 significant chunk of that financing was related to

13 large capital-intensive projects and, in particular,

14 power and renewables.

15 And then to your specific questions,

16 I -- there's a law firm known Chadbourne & Park,

17 which has either merged or out of business, that was

18 probably one of the best firms at the time in project

19 financing, and I tended to either speak or attend at

20 their annual conferences. And I happened to be at

21 one annual conference where I sat down at a breakfast

22 table and unbeknownst to me, the person I sat down

23 next to was -- was Lyndon Rive, who at the time was

24 the CEO of SolarCity.

25 And we ended up having an extensive

3 (Pages 6 - 9)


1 conversation over breakfast, hit it off well, and at

2 the end of the conversation he asked if I would

3 consider joining the board since they needed another

4 independent director.

5 Q. What time was this? Like what year?

6 A. They went public in 2012, and I joined the

7 board probably, you know, three to eight months

8 before that.

9 So it would have been somewhat prior

10 to that, which is probably late 2011 or early 2012

11 most likely.

12 Q. Do you recall if SolarCity was then public

13 when you joined the board, or was it still private?

14 A. As I mentioned, they wanted me on the board

15 before they went public. So it was still private.

16 Q. Now, without reference to any particular

17 company -- and I'm not looking for any legal advice

18 you received on the subject, but what is your

19 understanding based on your experience of what a

20 director's job is?

21 A. Keep in mind, there's major fiduciary duty.

22 So my view -- and there's multiple roles, but my main

23 view of the director's role is a fiduciary to the --

24 the shareholders and the shareholders overall. And

25 that's basically oversight of management, oversight

Page 11

1 of process, procedures, and things like that.

2 Q. How would you compare the role of the board

3 of directors as to the role of corporate officers?

4 A. Well, again, the corporate officers

5 generally are executing the strategy, the plan, the

6 day-to-day operations of the company. And the board

7 is providing oversight and frequently looking at

8 strategic plan and helping management institute the

9 plan, but the board is not running operations

10 day-to-day.

11 Q. As a board of directors in making strategic

12 decisions or -- or any kind of major decision that

13 requires board approval, then does that require some

14 reliance upon a management team to provide you

15 information, whether it be financial information,

16 prospective information, forward-looking information?

17 Is that a part of that process?

18 MS. WILL: Objection to form. You can

19 answer.

20 A. Yes.

21 Q. (BY MR. HUFFMAN) Okay. And if there's a

22 question that I ask that sounds confusing like that

23 last one might have been, just let me know and I'll

24 do the best I can to rephrase.

25 So let's break that down a little bit.

Page 12

1 So in terms of financial forecasting, preparing

2 forward-looking projections, how do you view a board

3 of directors' role vis-a-vis management's role?

4 A. Well, I think as you stated -- and I would

5 concur -- it's management's role to prepare those and

6 it's the board's role to review them. You know,

7 basically ask questions of management and make sure

8 they are reasonable and realistic.

9 Q. With that process, would you say it's

10 important that management provides a candid look as

11 to a company's financial condition or as to what

12 reasonable future estimates might be for financial

13 projections?

14 MS. WILL: Objection to form.

15 A. That would be clearly helpful if it's a

16 candid look, yes.

17 Q. (BY MR. HUFFMAN) In your experience, how

18 often do directors hold meetings in the ordinary

19 course of business?

20 A. It sort of depends what you mean "directors

21 hold meetings" because basically they are

22 normally-scheduled meetings every year. And

23 typically it's four to six, depending on the company,

24 depending on the board, and then there's frequently

25 committee meetings and those will vary. Like, I

Page 13

1 currently chair a compensation committee and we don't

2 have to meet as frequently because the compensation

3 decisions are really done more on an annual basis.

4 So we still have frequent meetings, but not as

5 necessary.

6 So there's board meetings, committee

7 meetings, and there's often a lot of work done and a

8 lot of conversations done in between the meetings.

9 Q. What might cause a board of directors to

10 hold a special meeting?

11 A. All -- I mean, fortunately, I'm not on the

12 board of Boeing. But as an example, Boeing happened

13 to have a couple of their 737 Maxes incidents and I

14 don't -- again, I won't comment on my judgment on

15 that, but they obviously had to have numerous special

16 meetings related to the crisis there.

17 Q. What about strategic transactions? Would

18 the possibility of a strategic transaction cause a

19 special meeting of a board of directors?

20 A. Yes. I mean, in certain companies there

21 may be an acquisition that's so small that doesn't

22 come to the board level, but in general almost any

23 acquisition, divestiture, merger, sale would require

24 a special meeting.

25 Q. When did you first learn that Tesla was

4 (Pages 10 - 13)


1 interested in making a bid to acquire SolarCity?

2 A. I don't recall the exact timing, but I

3

4

5 Q. How did you find out about it?

6 A. Again, I don't recall, but there's a high

7 probability that either, you know, Lyndon or the

8 general counsel of Solar -- SolarCity called.

9 Q. Did that prompt a special meeting of the

10 SolarCity board of directors when it became known

11 that Tesla wanted to make a bid to acquire the

12 company?

13 A. Yes.

14 Q. And your best estimate, how long after that

15 initial notification that Tesla had an interest in

16 SolarCity was that special meeting?

17 A. Well, I think I -- like I said, I think I

18

19

20

21

22

23 Q. But you did have some advanced notice

24 before the special meeting that, you know, that was

25 in the works, that a Tesla bid was in the works?

Page 15

1 A. Well, it might have -- again, I don't

2 recall the exact conversation, but clearly had notice

3

4 Q. Do you recall who you heard that from?

5 A. You had asked that before, and I think what

6 I said is it was either likely Lyndon or the general

7 counsel of SolarCity.

8 Q. After Tesla made its initial offer, the

9 SolarCity board of directors formed a special

10 committee; is that right?

11 A. That's correct.

12 Q. Who served on that committee?

13 A. Myself and Nancy Pfund.

14 Q. And again, without getting into any legal

15 advice you received but just your sort of

16 understanding of the mandate that the company gave

17 the special committee, what did you view your job to

18 be as a special committee member?

19 A. Yeah. My view of -- of the guidance I was

20 given is that we were basically, you know,

21 representing the shareholders to provide the best

22 transaction for the SolarCity shareholders.

23 Q. And at this time, Elon Musk was chairman of

24 both companies. Right?

25 A. I'm not sure his title at Tesla, but he was

Page 16

1 clearly chairman of SolarCity.

2 Q. Is it your understanding he was the largest

3 stockholder of both companies?

4 A. Yes.

5 Q. Elon's cousin, Lyndon and Peter Rive, were

6 the founders of SolarCity. Right?

7 A. Along with Elon, yes.

8 Q. Okay. Do you know Antonio Gracias?

9 A. Yes.

10 Q. Who is Antonio Gracias?

11 A. I'm not sure. I haven't been in touch with

12 him, but at the time I think he was the managing

13 parter of a private equity firm out of Chicago called

14 Valor something or other.

15 Q. He was a SolarCity director, as well; is

16 that right?

17 A. Yes.

18 Q. He was also a Tesla director; is that

19 right?

20 A. That's my recollection.

21 Q. And we're starting to talk over each other

22 a little bit, so --

23 A. Sorry.

24 Q. That's all right. Do you know J.B.

25 Straubel?

Page 17

1 A. Yes.

2 Q. Who is he?

3 A. He is, I think, the chief technology

4 officer at Tesla, and he also served as a board

5 member of SolarCity.

6 Q. Do you know of a fund -- an investment fund

7 that Nancy Pfund is associated with?

8 A. Yes.

9 Q. What is that?

10 A. I'm not sure of the full correct name, but

11 I think it's DBL Ventures.

12 Q. Do you know whether her fund had any

13 association with Tesla at the time of the

14 transaction?

15 A. Not that I was aware of.

16 Q. Do you recall Elon Musk drafting something

17 called a master plan Part Deaux?

18 A. Yes.

19 Q. What was that?

20 A. I would have to go back and look at it, but

21 I think it was his vision for, you know, basically,

22 one, improving the world and, two, the impact of both

23 EV and solar.

24 Q. And as to what it concerned, that was sort

25 of a master plan for Tesla, correct?

5 (Pages 14 - 17)



2 that's sort of what my recollection is.

3 Q. Do you recall the timing of the release of

4 Mr. Musk's Master Plan Part Deaux as relates to the

5 approval of the sale of SolarCity to Tesla?

6 A. No.

7 Q. Do you recall whether it was before the

8 merger agreement was signed?

9 A. No.

10 Q. Given some of this overlap at the board

11 level, did you see a sale of SolarCity to Tesla as a

12 faith accompli, as a foregone conclusion after the

13 initial bid was made?

14 A. No.

15 MS. WILL: Object to form.

16 THE WITNESS: I'm sorry.

17 MS. WILL: It's okay.

18 A. No.

19 Q. (BY MR. HUFFMAN) Did you try to reach out

20 to other potential buyers to see if they were

21 interested in making a bid?

22 A. And what do you mean by "you"? Did I

23 personally?

24 Q. You -- you as a -- well, let's ask it more

25 generally.

Page 19

1 What did the special committee do to

2 see if there was anyone else that wanted to try to

3 buy SolarCity?

4 A. Yeah. We retained through the whole

5 process -- so not just for finding another buyer --

6 an independent financial advisor called Lazard. And

7 one of Lazard's tasks of many was helping us see if

8 there were opportunity -- opportunistic buyers who

9 would, you know, beat and exceed the Tesla proposal.

10 Q. Let's find a document. Bear with me for

11 just a moment. All right. We'll mark this Kendall

12 1.

13 (Exhibit 1 marked)

14 Q. (BY MR. HUFFMAN) For the record, the

15 witness has been handed a document Bates stamped

16 SC_Third_Parties_0043274 through 43390.

17 Obviously this is a very large

18 document. I'm going to direct you to a very specific

19 page within it and just so you know, you can find

20 that. It will be Page 39 based on Lazard's

21 pagination. Based on the Bates stamp you see in the

22 bottom right corner, that would be 43322. But

23 generally take a moment to familiarize yourself with

24 it, and let me know when you're ready for a question.

25 A. 39, correct?

Page 20

1 Q. Yeah.

2 A. (Witness reviews the document.) Okay.

3 Q. First off, do you recognize this document?

4 A. Yes.

5 Q. What is it?

6 A. It is one of numerous documents -- whoops.

7 I have to go back to the front -- prepared by Lazard

8 for the special committee to really review the -- the

9 process that we were going through to determine

10 whether the offer from Tesla was fair or whether we

11 could find something more attractive to the SolarCity

12 shareholders.

13 Q. Going back to Page 39 -- let me know when

14 you're there.

15 A. I'm there.

16 Q. There's a number of different companies

17 listed underneath counter-parties.

18 What are these companies underneath

19 Tesla?

20 A. Well, I can't describe all of them.

21

22

23

24

25

Page 21

1

2

3

4

5 Q. Are these companies that Lazard contacted

6 to see if they would be interested in making a bid to

7 acquire SolarCity?

8 A. I'm pretty sure that's the case, yes.

9 Q. Who made this list?

10 A. Lazard.

11 Q. Did you have a chance to provide any input

12 as to what companies would be contacted about a

13 potential acquisition of SolarCity?

14 A. Yes.

15 Q. Did you actually provide that input?

16 A. Yes.

17 Q. Is anyone on this list there because of

18 your advice?

19 A. Again, we all had, I think, overlapping

20 names, ideas. So it's hard to me to attribute to

21 Lazard, myself, Nancy, or somebody else.

22 Q. Was there anyone that you believe should

23 have been contacted about a potential sale of

24 SolarCity that wasn't and didn't make it on this

25 list?

6 (Pages 18 - 21)


1 A. Not that I can remember.

2 Q. Then the right-hand column has something

3 called Status, and it says for all of these companies

4 other than Tesla "pass."

5 Does that mean that these companies

6 chose not to make a bid to acquire SolarCity?

7 A. That would be my recollection, yes.

8 Q. If any of these companies had asked for due

9 diligence, would they have received it?

10 A. Yes.

11 Q. I believe you testified to this, but it was

12 Lazard that was in charge of contacting the -- the

13 companies we see on this list?

14 A. Yes.

15 Q. Did you have any personal contact with

16 anyone from these companies about a potential

17 transaction with SolarCity?

18 A. Again, I don't recall, but there's a good

19 possibility I could have.

20 Q. Do you believe that these potential bidders

21 were given sufficient time to formulate a bid if they

22 wanted to?

23 A. I do.

24 Q. All right. Let's go to another document.


Page 23

1 Q. (BY MR. HUFFMAN) And for the record, the

2 witness has been handed a document Bates stamped

3 Tesla 00001907 through 1911.

4 And again, just take a moment to

5 review this, familiarize yourself with it, and let me

6 know when you're ready for another question.

7 A. (Witness reviews the document.)

8 Q. I will direct you to very specific

9 portions.

10 A. Okay. I may want to reread them when I get

11 to it.

12 Q. Sure.

13 A. I'll reread the stuff you want me to when

14 we get to it.

15 Q. Sure. Sounds good. So let's start with

16 just on the first page.

17 You see that these are the minutes

18 from July 29th, 2016?

19 A. Yes.

20 Q. Now, let's go to Page 3. The first

21 "whereas" clause reads, "Whereas, on June 22nd,

22 2015," although I think that -- the year is wrong

23 with that, "the board of SolarCity Corporation, a

24 Delaware corporation, established a special committee

25 comprised of Don Kendall -- Don R. Kendall and Nancy

Page 24

1 Pfund."

2 Do you believe that date is accurate

3 as to June 22nd, although perhaps 2016 rather than

4 2015?

5 A. It should be, I think, 2016, but I think

6 the date is accurate -- I mean, yeah, without going

7 back and checking, but it's right around that time

8 frame.

9 Q. Then going to Page 4, second paragraph from

10 the bottom, the first resolution. Based on that,

11 this looks like the day that the special committee

12 approved recommending the sale to Tesla.

13 Is that accurate?

14 A. That looks like it, yes.

15 Q. So then the special committee is formed on

16 June 22nd, the special committee authorizes the

17 transaction on July 29th. That seems like roughly

18 six weeks.

19 Does that sound about right?

20 A. That sounds about right.

21 Q. Do you think that was, nonetheless, a fair

22 amount of time in which to canvass the market and

23 determine whether or not any other potential buyers

24 were willing to make an offer to acquire the company?

25 A. I think based on the work Lazard did and

Page 25

1 the discussions we had over multiple meetings, I do

2 think it was sufficient time.

3 Q. Okay. Let's go to Page 3. Go back to that

4 page. The second "whereas" clause begins, "Whereas,

5 the special committee has conducted a thorough

6 process, which has included receiving the advice of

7 independent legal and financial advisors as well as

8 direct and active participation of the members of the

9 special committee."

10 Would you agree that the process the

11 special committee ran was thorough?

12 A. Yes.

13 Q. And as far as the reference to "process"

14 here, what's that in reference to?

15 A. We spent quite a bit of time with the

16 independent counsel, which is Skadden, and the

17 financial advisor, Lazard, to really go through how

18 we should conduct the whole process to make sure we

19 did, you know, really look at dotting Is, crossing

20 Ts, making sure we covered everything we should.

21 And so, it was really that entire

22 process that they advised us on.

23 Q. In addition to looking at a potential sale

24 of the company, the special committee also considered

25 SolarCity's standalone options; is that right?

7 (Pages 22 - 25)



2 Q. I've seen reference to something called a

3 PIPE transaction. Do you recall that?

4 A. I think I do.

5 Q. What is a PIPE transaction?

6 A. PIPE generally stands for a -- maybe not

7 the acronym, but a private investment in a public

8 entity. So again, rather than going through the SEC

9 to get a transaction registered, you're negotiating

10 directly with an investor.

11 Q. Did the special committee and its advisors

12 consider a PIPE transaction as part of its process

13 before it agreed to a sale to Tesla?

14 A. Again, always consider what the

15 technicality "part of the process";

16

17 Q. Did the special committee receive any

18 offers from a third-party investor for a PIPE

19 transaction before the merger agreement was approved?

20 A. I don't recall,

21

22 Q. If there was such a transaction offered,

23 you expect it would be reflected in the minutes of

24 your special committee meetings?

25 A. Probably would be.

Page 27

1 Q.

2

3 A. Again, I don't recall the specifics of it.

4 Q.

5

6

7 A.

8

9

10 exactly, you know, how it originated.

11 Q. As part of the special committee's process,

12 it appears that there was some analysis done by

13 Lazard and management of SolarCity's financial

14 condition; is that right?


16 Q. Is that something that was done at your

17 direction, or how did that come about?

18 A. Again, I can't recall specifically who said

19 to do what; but fully as part of the process of

20 getting a fairness opinion done, you know, Lazard has

21 to do real due diligence on the company they are

22 providing a fairness opinion for.

23 So part of it was their normal

24 process. Part of it was probably our request

25 because, as I said, we really were looking at what is

Page 28

1 the best for the SolarCity shareholders. So it

2 included things such as standalone, a sale, you know,

3 or other potential transactions.

4 Q. Do you recall analysis regarding

5 SolarCity's liquidity covenants, either by SolarCity

6 management or Lazard?

7 A. Yes.

8 Q. Do you feel like you received fair and

9 candid analysis from Lazard and SolarCity about that?

10 A. I believe so, yes.

11 Q. Did you dispute any of their advice and

12 take a different viewpoint as to the company's

13 financial condition?

14 A. I'm not sure about dispute but, I mean, we

15 clearly had extensive discussions to make sure that,

16 you know, they weren't either overly-optimistic or

17 overly-pessimistic. Yeah, you need to look at

18 multiple cases. So you generally don't just look at

19 one case, but there's always a range of outcomes.

20 Q. Let's go ahead and introduce, actually, a

21 couple of documents that might be more helpful.


23 THE WITNESS: Are you photographing my

24 good side, hopefully?


Page 29

1 Q. (BY MR. HUFFMAN) And again, I'm going to

2 direct you to very specific portions of these

3 documents.


5 Q. So the witness has been handed as Exhibit

6 Kendall 3 a document Bates stamped Tesla 000028 -- or

7 2078 through 2080. Then as Kendall 4, a document

8 Bates stamped Tesla 00002259 through 2288.

9 Why don't we start with turning to --

10 just have the first page of the minutes and then

11 also -- I thought I marked the first one -- let's go

12 to Page 21 of the presentation.

13 And I'll ask more generally: What was

14 the board's role as related to SolarCity's issuance

15 of public guidance?

16 A. Again, more reviewing it and obviously not

17 creating it, trying to make sure it fairly

18 represented, you know, what best management judgment

19 was of the view of the company going forward and then

20 obviously actually reflected in the past.

21 Q. Then on the minutes on the front page,

22 there is the section for 2016 MW Installed Guidance.

23 Do you see that?

24 A. Yes.

25 Q. What does MW stand for?

8 (Pages 26 - 29)


1 A. Megawatt.

2 Q. And under that it reads, "Mr. Lyndon Rive

3 then led a presentation regarding a revision to the

4 company's 2016 MW installed guidance. Questions were

5 asked and answered and a discussion ensued."

6 What do you recall, if anything, about

7 this meeting and the revisions to guidance that

8 Mr. Rive discussed?

9 A. Given the time frame, I don't recall

10 anything. I can probably refresh memory. But right

11 now, just looking at this, I don't recall anything.

12 Q. Then going to the presentation, Kendall 4

13 on Page 21, it looks like there's a slide entitled

14 2016 Guidance Revision.

15 Do you have that page open?

16 A. Yes, I do.

17 Q. Does this page refresh your recollection at

18 all about issues that were putting pressure on the

19 company's public guidance at this time?

20 A. Sorry. Putting pressure on?

21 Q. Correct. A revision being discussed, and

22 it looks like a downward revision. Does this refresh

23 your recollection at all as to what issues may have

24 been putting pressure on the company's public

25 guidance?

Page 31

1 A. Right.

2 Q. Okay. Beyond what we see on the page, do

3 you have any recollection about slow Q1 bookings?

4 A. Well, one of the issue with sales, which

5 is -- and technically, we were mainly a power

6 purchase agreement sale versus an asset sale. But if

7 you think about like any product, if there's

8 competition and other people cut their prices, it's

9 easy to meet a guidance target if you drop your

10 prices; but if you want to maintain a margin,

11 maintain a profit, it isn't necessarily easy.

12 So I think what was happening was

13 there was competitive pressure. And to keep the

14 margins that we wanted the company to maintain, you

15 know, basically they were having trouble meeting the

16 megawatt targets.

17 Q. On this slide, it looks like management is

18 recommending revised guidance for 2016 of

19

20 Am I interpreting that correctly?

21 A. That's what I would read it, as well, yes.

22 Q. Do you recall any discussion amongst

23 members of the board about whether to approve that

24 guidance?

25 A. I don't recall the -- I'm sure we had

Page 32

1 discussions on it. I don't recall the specifics of

2 it.

3 Q. Okay. Let's go to another document.

4 A. Finished with these or keep these out?

5 Q. Keep these out for now.


7 Q. (BY MR. HUFFMAN) And again, I will direct

8 you to a very specific portion of this. But first

9 off, do you recognize what this document is?

10 A. Yes.

11 Q. What is it?

12 A. SolarCity's First Quarter 2016 Shareholder

13 Letter.

14 Q. And let's go to Page 6. There's a section

15 called Guidance, and towards the end of that first

16 paragraph under Guidance, there's a sentence that

17 starts with "in conjunction."

18 Do you see that?

19 A. Not yet. In the first paragraph?

20 Q. Yeah, in the first paragraph under

21 Guidance. I guess maybe two-thirds of the way to the

22 bottom of that first paragraph under Guidance.

23 A. "In conjunction," you said?

24 Q. Yeah.

25 A. That's the start of the sentence? Oh, I

Page 33

1 found it.

2 Q. Okay.

3 A. Sorry.

4 Q. And that sentence reads, "In conjunction

5 with the lower MW expected from higher pricing

6 instituted in Q2 2016, we now expect to install 1.0

7 to 1.1 GW in 2016 as compared to 1.25 GW previously."

8 Do you remember why the

9 number we see in the presentation marked Kendall 4

10 was not ultimately included in the shareholder letter

11 executed by Mr. Rive and Mr. Serra?

12 A. No.

13 Q. Do you recall if that came from a directive

14 from the board of directors as to what to include as

15 the specific guidance in the shareholder letter?

16 A. No.

17 Q. As far as guidance, is that something you

18 would normally rely upon management to prepare and

19 make a recommendation?

20 A. Yes.

21 Q. And you don't recall a reason why the board

22 of directors wouldn't have accepted management's

23 recommendation from April 2016?

24 A. I don't recall, yeah, the difference

25 between the and -- and the number in the press

9 (Pages 30 - 33)


1 release.

2 MS. WILL: Is he done with these?

3 MR. HUFFMAN: Keep them out for just

4 one more document, and then we can set them aside.


6 Q. (BY MR. HUFFMAN) And again, I'm going to

7 direct you to some -- a specific section, but just

8 take a moment to generally familiarize yourself with

9 that document.


11 Q. And specifically on Page 4, there's another

12 section talking about guidance. And specifically,

13 about halfway through that first paragraph under

14 Guidance, there's a sentence that starts "in turn."

15 Do you see that?

16 A. Yes.

17 Q. It reads, "In turn, we expect total 2016 MW

18 installed of 900 to 1,000 MW with the mid to high end

19 of the range assuming an improvement in residential

20 sales productivity."

21 Do you recall a reason why in this

22 shareholder letter there was a reduction in guidance

23 down to a range that's consistent with what we saw

24 but not in the May

25 letter?

Page 35

1 A. No.

2 Q. Do you recall during the special

3 committee's process receiving advice about potential

4 concerns of a lowered megawatt guidance in connection

5 with this Q2 letter?

6 A. Clearly would have discussed the

7 operations. Don't recall it specifically.

8 Q. In 2016, the -- and this isn't necessarily

9 through the special committee's process. But just in

10 regular board meetings, it's my understanding that

11 directors received some analyses about whether the

12 company might trip its debt covenants on its

13 revolving credit facility.

14 Do you recall that?

15 A. Not the specifics. But in general, yes.

16 Q. In connection with those presentations, do

17 you believe that management was giving you a -- a

18 candid view of some of the risks that was facing the

19 company?

20 A. We definitely probed it, so I do think it

21 was a candid view.

22 Q. Okay. And in connection with the special

23 committee's process, you received some additional

24 analysis on the company's liquidity situation; is

25 that right?

Page 36


2 Q. Do you think that analysis was a fair and

3 candid view of the company's financial condition?


5 I suspect it probably was.

6 MR. HUFFMAN: Okay. All right. Why

7 don't we go off the record for a little bit, and

8 we'll see how much longer we have to go?

9 VIDEOGRAPHER: This is the end of

10 Media 1. The time is 10:03 a.m. We're off the

11 record.

12 (Recess from 10:03 a.m. to 10:11 a.m.)

13 VIDEOGRAPHER: This is the beginning

14 of Media 2. The time is 10:11 a.m. We're on the

15 record.

16 Q. (BY MR. HUFFMAN) Let's go back to that

17 first document I gave you marked Kendall 1.

18 A. Okay.

19 Q. Let's go to Page 60.

20 A. Anybody bring a magnifying glass? I'm on

21 Page 60.

22 Q. Okay. What do you see reflected on this

23 page?

24 A. Again, what do you mean by "reflected"?

25 Q. To me it looks like we're looking at a set

Page 37

1 of multi-year financial projections for Spruce, which

2 at least I understand to be the code name for

3 SolarCity.

4 Is that your understanding, as well?

5 A. Yes.

6 Q. One of the line items that we see here in

7 these projections are Total Day 1 Financing. It's

8 underneath DEVCO near the top.

9 A. Yep, I'm with you.

10 Q. What is Total Day 1 Financing? What does

11 that represent?

12 A. I have to go back and recall because we

13 used -- they used terms slightly different than I

14 normally would.

15 Q. And if you'd like, we can -- we can talk

16 about this more generally, about SolarCity's

17 business. My understanding is that SolarCity's

18 principal product was solar lease.

19 Is that your understanding, as well?


21 A. A solar lease or a solar power purchase

22 agreement. So I really include both.

23 Q. (BY MR. HUFFMAN) And for the record, can

24 you describe what a solar lease product was?

25 A. Possibly not the exact way they described

10 (Pages 34 - 37)


1 it then because I just haven't thought about it in

2 years but, I mean, a solar PPA, which I'll start

3 with, or power purchase agreement, is basically going

4 to a customer and rather than have them pay for the

5 solar power plant themselves immediately up front,

6 you know, they basically sign a contract to pay it

7 for usage of power over a term of 20, 25 years.

8 A solar lease, if my recollection is

9 right, would be a similar long-term payment but not

10 necessarily dependent on the actual amount of power

11 produced. So in effect, you would say, "Here's, in

12 effect, an X kilowatt power plant that we're putting

13 in your house, and here's the payment you make over

14 25 years."

15 Q. In 2016 -- and I believe it's still true

16 today -- there are certain tax credits that come from

17 the purchase of a solar system or deployment of a

18 solar system.

19 Is that your understanding?

20 A. Yes.

21 Q. Did SolarCity have a way to monetize those

22 tax credits other than just taking the tax credits on

23 their normal tax returns?


25 A. Yes.

Page 39

1 Q. (BY MR. HUFFMAN) How did they do that?

2 A. Generally there were -- there were a

3 number -- generally finances didn't have to be

4 Alphabet or Google at the time. Companies that had a

5 big tax bill, you know, would be interested in

6 getting tax credit to reduce their tax payments to

7 the government. Very legal, very proper, very

8 standard.

9 So there were a number of different,

10 you know, very technical structures to be able to

11 transfer the tax benefits to, you know, a party that

12 could use them immediately and still retain the

13 economic benefit of the asset for the most part for

14 SolarCity or a similar person.

15 Q. The solar investment tax credits had a

16 sunset provision; is that right?


18 Q. What was your understanding of the sunset

19 provision?

20 A. I don't -- I should know the exact

21 details -- don't -- but it could have been around

22 '16 that they were close to sunsetting again. They

23 did get renewed and they have another sunset date

24 coming up, both for solar and wind. Couldn't tell

25 you exactly when it is, but it might even be 2020 now

Page 40

1 for -- for solar, and the production tax credit for

2 wind actually is already decreasing. But back in

3 2016 -- I don't remember the exact sunset date, but

4 there was clearly uncertainty, if my recollection is

5 right, about whether the legislation would be

6 extended.

7 Q. For the financial projections that we're

8 looking at in Exhibit 1, do you recall whether any of

9 the tax credits would be reduced in years after 2020?

10 A. I suspect the projections, yeah, took into

11 account what the law was at the time they were done.

12 And so, if the tax credits did sunset, you know, they

13 should be built into the projections.

14 Q. What about if after -- and let me withdraw

15 that question.

16 The projections we're looking at here,

17 I'm seeing forecast years of 2017 through 2020.

18 Do you see that, too?

19 A. Yes.

20 Q. If there was phase-outs of the tax credits

21 taking place after 2020, do you know how or whether

22 that was accounted for in Lazard's valuation analyses

23 using these projections?

24 A. Again, my view is Lazard would have taken

25 into account the law at that point in time. So if

Page 41

1 the sunset was after 2020, they would be in the

2 projections going out.

3 Q. And I guess the -- the concern that I'm

4 having is -- so we see a forecast period of 2017 to

5 2020.

6 If there was additional phase-outs of

7 the tax credits after 2020, do you have an

8 understanding of what Lazard did to try to account

9 for those?

10 A. Yeah. I mean, what's -- I'll try to keep

11 it very simple. If you had a hundred-dollar fair

12 value asset and the tax credit is $25 -- so 25 out of

13 a hundred -- when you sell it off to somebody, they

14 don't pay you the full 25. They need to make a

15 profit. So let's keep it very simple. Let's say

16 they pay you 20. So in your model of a

17 hundred-dollar asset, 20 of cash is coming in through

18 the sale tax credits. And if the tax credits ended

19 as of 2020 -- and I don't recall if that's the

20 case or not -- the projections for '21 would

21 eliminate that $20 for the hundred-dollar asset.

22 Q. And that's your belief as to what Lazard

23 did for purposes of a discounted cash flow analysis

24 on the SolarCity projections?

25 A. When you say --

11 (Pages 38 - 41)


&

& 2:4,9,14 9:16

0

00001813 42:2400001907 23:300002259 29:8000028 29:60043274 19:16

1

1 3:9 19:12,1336:10,17 37:7,1040:8 44:22

1,000 34:181.0 33:61.1 33:71.25 33:710 8:510/31/2021 45:17100 1:1810019 2:1510:03 36:10,1210:11 36:12,1410:21 1:14 43:2312711 1:3 44:314131 45:1515 8:716 39:221600 45:181814 42:2519 3:91900 2:51911 23:319801 2:11

2

2 3:9 22:25 36:1420 8:9 38:7 41:16

41:17,212000 1:182011 10:10

2012 10:6,102015 23:22 24:42016 3:12,13,14

23:18 24:3,529:22 30:4,1431:18 32:12 33:633:7,23 34:1735:8 38:15 40:3

2017 40:17 41:42019 1:8,14 4:2

44:7 45:132020 39:25 40:9,17

40:21 41:1,5,7,192021 42:9,112078 29:72080 29:721 1:8 29:12 30:13

41:20 44:7212-474-1906 2:1621st 1:13 4:2222 2:102288 29:822nd 23:21 24:3

24:16 45:1223 3:925 38:7,14 41:12

41:12,1428 3:1129 3:1229th 23:18 24:17

43:9

3

3 3:11 23:20 25:328:22 29:6

30 44:22 45:1300 45:18302-304-7617 2:1132 3:13336-3042 45:1934 3:14

3786 45:1639 19:20,25 20:13

4

4 3:4,12 24:928:25 29:7 30:1233:9 34:11

4/26/16 3:1242 3:1543322 19:2243390 19:16

5

5 3:13 32:6571 45:20

6

6 3:14 32:14 34:560 6:14 36:19,21619-231-1058 2:6655 2:5

7

7 3:15 42:21,247/28/16 3:97/29/16 3:10737 13:1376102 45:19

8

8/26/16 3:16800 2:10817 45:19825 2:15

9

900 31:18,24 33:833:25 34:18

92101 2:69:18 1:14 4:2

a

a.m. 1:14,14 4:236:10,12,12,1443:23

able 7:24 39:10accepted 33:22accommodate

5:15accompli 18:12account 40:11,25

41:8 42:13accounted 40:22accounting 7:15accurate 24:2,6,13acquire 14:1,11

21:7 22:6 24:24acquisition 4:16

13:21,23 21:13acronym 26:7action 45:9,11active 25:8actual 38:10addition 25:23additional 35:23

41:6adjourned 43:24adjust 42:10advanced 14:23advice 10:17 15:15

21:18 25:6 28:1135:3

advised 25:22advisor 19:6 25:17advisors 25:7

26:11advisory 8:17ago 4:22 6:5agree 25:10agreed 26:13agreement 18:8

26:19 31:6 37:2238:3 45:1

ahead 28:20alphabet 20:22

39:4

[& - alphabet] Page 1


american 6:5,227:5

amount 24:2238:10

analyses 35:1140:22 42:15

analysis 27:1228:4,9 35:24 36:241:23 43:2

announced 14:414:18

announcement15:3

annual 9:20,2113:3

answer 4:25 5:87:25 11:19

answered 30:5answers 5:9antonio 16:8,10anybody 36:20apollo 6:13,18appearances 2:1appears 27:12appoint 6:17appointed 7:3appointee 6:18approval 11:13

18:5approve 31:23approved 24:12

26:19april 33:23 34:24arclight 6:25,25

7:3aside 34:4asked 10:2 15:5

22:8 30:5asset 31:6 39:13

41:12,17,21

associated 17:7association 17:13assuming 34:19attached 1:21 45:3attend 9:19attorney 4:12attorneys 45:8attractive 20:11attribute 21:20authorizes 24:16available 42:10avenue 2:10,15aware 7:15 14:19

17:15

b

b 1:18back 7:13 17:20

18:1 20:7,13 24:725:3 36:4,1637:12 40:2

background 9:7bank 8:18banking 9:10based 10:19 19:20

19:21 20:24,2421:1,2 24:10,25

basically 4:2510:25 12:7,2115:20 17:21 31:1538:3,6

basis 13:3bates 19:15,21

23:2 29:6,8 42:24bathroom 5:13bear 19:10beat 19:9becoming 6:9beginning 36:13begins 25:4belief 41:22

believe 21:2222:11,20 24:228:10 35:17 38:15

believed 43:14benefit 39:13benefits 39:11best 9:18 11:24

14:14 15:21 28:129:18 43:11

beyond 31:2bid 14:1,11,25

18:13,21 21:622:6,21

bidders 22:20big 39:5bill 39:5bit 11:25 16:22

25:15 36:7board 3:10,11,12

3:16 6:19 7:1,2,47:14 9:6 10:3,7,1310:14 11:2,6,9,1111:13 12:2,2413:6,9,12,19,2214:10 15:9 17:418:10 23:23 31:2333:14,21 35:10

board's 12:6 29:14boeing 13:12,12bookings 31:3botnick 2:14 43:18bottom 19:22

24:10 32:22break 5:12,14

11:25breakfast 9:21

10:1bring 36:20bringing 7:16broadway 2:5

built 40:13 42:8bulk 7:1business 9:17

12:19 37:17buy 19:3buyer 19:5buyers 18:20 19:8

24:23

c

california 2:6called 6:25 9:3

14:8 16:13 17:1719:6 22:3 26:232:15

candid 12:10,1628:9 35:18,2136:3

canning 7:16canvass 24:22capital 1:17 8:12

8:14,16,17,24 9:13case 1:3 21:8

28:19 41:20 44:3cases 28:18cash 41:17,23

42:14cause 1:13 13:9,18cbotnick 2:16centrica 20:23ceo 7:15,16 9:24certain 5:14 13:20

38:16certificate 44:5,18certified 1:15 44:9

45:12certify 44:10,21

45:7chadbourne 9:16chair 13:1chairman 15:23

16:1

[american - chairman] Page 2


chance 21:11chancery 1:1

43:25changes 45:3,3charge 22:12checking 24:7chicago 16:13chief 17:3chime 5:8chose 22:6chunk 9:12civil 1:19claire 2:14class 4:15clause 23:21 25:4clearly 12:15 15:2

16:1 28:15 35:640:4

close 39:22code 37:2cogen 9:3column 22:2come 6:9 8:11 9:5

13:22 27:2,1738:16

coming 39:2441:17

comment 13:14committee 3:10

12:25 13:1,614:22 15:10,12,1715:18 19:1 20:823:24 24:11,15,1625:5,9,11,24 26:1126:17,24 42:1543:6

committee's 27:1135:3,9,23

companies 5:226:1 13:20 15:2416:3 20:16,18

21:5,12 22:3,5,822:13,16 39:4

company 5:21 6:46:11,15,23 7:7,87:17,21 8:21,259:3 10:17 11:612:23 14:12 15:1620:22,23,24,2521:1,3,4 24:2425:24 27:21 29:1931:14 35:12,1943:10

company's 12:1128:12 30:4,19,2435:24 36:3

compare 11:2compared 33:7compensation

13:1,2competition 31:8competitive 31:13completion 44:24

45:6comprised 23:25computerized

1:16concern 41:3concerned 17:24concerns 35:4conclude 43:21conclusion 18:12concur 12:5condition 12:11

27:14 28:13 36:3conduct 25:18conducted 25:5conference 9:21conferences 9:20confidential 1:5

43:20

confusing 11:22conjunction 32:17

32:23 33:4connection 35:4

35:16,22 43:5consider 10:3

26:12,14,16considered 25:24consistent 34:23contact 22:15contacted 21:5,12

21:23contacting 22:12contains 45:3contract 38:6controlled 6:12,24conversation 10:1

10:2 15:2conversations

13:8copy 44:18corner 19:22corporate 11:3,4corporation 3:12

3:16 23:23,24correct 15:11

17:10,25 19:2526:1 27:15 30:2136:1 39:17 43:743:11,15

correction 43:13correctly 31:20counsel 4:14 14:8

15:7 25:16 45:1,7counter 20:17counting 43:5couple 13:13

28:21 43:1course 4:10 12:19court 1:1 5:1

43:25

cousin 16:5covenants 28:5

35:12covered 25:20cravath 2:14cravath.com 2:16create 8:22creating 29:17credit 35:13 39:6

40:1 41:12credits 38:16,22

38:22 39:15 40:940:12,20 41:7,1841:18 42:10,14

crisis 13:16crossing 25:19csr 45:16,16currently 13:1customer 38:4cut 31:8

d

date 24:2,6 39:2340:3 43:9 45:2

day 1:13 11:6,6,1011:10 24:11 37:737:10 45:12

days 14:18,20 45:145:1

dbl 17:11deaux 17:17 18:4debt 35:12decision 11:12decisions 11:12

13:3decreasing 40:2definitely 35:20delaware 1:1 2:10

2:11 23:24 44:1delivered 44:16dependent 38:10

[chance - dependent] Page 3


depending 12:2312:24

depends 12:20deployment 38:17deponent 44:22,23

45:5deposition 1:6,10

4:3,17 43:24 44:644:14,16,24 45:6

describe 20:2037:24

described 37:25description 3:8designate 43:19details 39:21determine 20:9

24:23devco 37:8diego 2:6 4:13difference 33:24different 20:16

28:12 37:13 39:9diligence 22:9

27:21direct 19:18 23:8

25:8 29:2 32:734:7

direction 27:17directive 33:13directly 26:10director 5:21 6:10

6:17,18,23 7:7,2010:4 16:15,18

director's 10:2010:23

directors 2:133:10,11,12,16 6:156:20 9:6 11:3,1112:3,18,20 13:9,1914:10 15:9 33:1433:22 35:11

disappeared 42:9discounted 41:23

42:14discussed 30:8,21

35:6discussion 30:5

31:22discussions 25:1

26:21 28:15 32:1dispute 28:11,14divestiture 13:23document 19:10

19:15,18 20:2,322:24 23:2,7 29:429:6,7 32:3,9 34:434:9,10 36:1742:19,23

document's 42:22documents 20:6

28:21 29:3dollar 41:11,17,21don 23:25,25donald 1:7,10 3:3

4:4,5 43:22 44:644:12

dotting 25:19double 43:5dowd 2:4downward 30:22drafting 17:16drop 31:9due 22:8 27:21duly 1:12 4:6

44:13duty 10:21

e

e 2:7,12,16 3:9e&p 6:11early 10:10easiest 8:20

easy 31:9,11economic 39:13edf 20:24edison 20:25edwards 1:18effect 38:11,12

42:7eight 10:7eighth 2:15either 9:17,19 14:7

15:6 27:5 28:5,16electricity 20:22eliminate 41:21elon 15:23 16:7

17:16elon's 16:5employed 45:8ended 7:16 9:5,25

41:18energy 6:6,8 20:22

20:24,25 21:1,3engie 20:20ensued 30:5entire 25:21entitled 30:13entity 26:8equity 6:13,24

8:22 16:13 21:2error 43:5,8esq 2:4,9,14established 23:24estimate 14:14estimates 12:12ev 17:23exact 14:2 15:2

37:25 39:20 40:3exactly 27:10

39:25examination 3:4

4:7

example 13:1242:4

exceed 19:9executed 33:11executing 11:5exhibit 3:9,9,11,12

3:13,14,15 19:1322:25 28:22,2529:5 32:6 34:540:8 42:21

exhibits 3:6expect 26:23 33:6

34:17expected 33:5experience 10:19

12:17expiration 45:17explanation 8:21extended 40:6extensive 9:25

28:15

f

f 44:22facility 35:13facing 35:18fair 7:12 20:10

24:21 28:8 36:241:11

fairly 29:17fairness 27:20,22

43:2faith 18:12familiarize 19:23

23:5 34:8family 9:4far 25:13 33:17federal 1:19feel 28:8fiduciary 10:21,23fifth 6:17

[depending - fifth] Page 4


finance 9:9,9finances 39:3financial 11:15

12:1,11,12 19:625:7,17 27:1328:13 36:3 37:140:7

financially 45:10financing 9:12,19

37:7,10find 14:5 19:10,19

20:11finding 19:5 43:8finished 32:4firm 4:13,13 6:25

7:17,18 8:18,239:16 16:13 21:245:20

firms 4:14 6:13,169:10,18

first 3:13 4:6 6:313:25 20:3 23:1623:20 24:10 29:1029:11 32:8,12,1532:19,20,22 34:1336:17 43:1

five 4:21 8:3flow 41:23 42:15following 44:11follows 4:6forecast 40:17

41:4forecasting 12:1foregone 18:12foreman 1:15 44:9

45:16form 11:18 12:14

18:15 37:20 38:2442:1,17

formed 15:9 24:15

formulate 22:21fort 45:19fortunately 13:11forward 11:16

12:2 29:19found 9:1 33:1

43:4founder 9:4founders 16:6four 5:24 6:1,2

12:23frame 24:8 30:9francisco 21:1fraud 7:15frcp 44:21french 20:21,24

21:3frequent 13:4frequently 11:7

12:24 13:2front 20:7 29:21

38:5full 17:10 41:14

42:13fully 27:19fund 8:23 17:6,6

17:12funds 8:23further 44:21 45:7

45:10future 12:12

g

geller 2:4 4:13general 13:22 14:8

15:6 35:15generally 11:5

18:25 19:23 26:628:18 29:13 34:837:16 39:2,3

getting 14:1915:14 27:20 39:6

give 4:23given 15:20 18:10

22:21 30:9 44:15giving 35:17glass 36:20go 5:13 17:20 18:1

20:7 22:24 23:2025:3,3,17 28:2029:11 32:3,1436:4,7,8,16,1937:12

going 19:18 20:920:13 24:6,9 26:829:1,19 30:1234:6 38:3 41:2

good 4:1,8,9 22:1823:15 28:24

goodrich 2:9google 20:23 39:4government 39:7gracias 16:8,10guess 32:21 41:3guidance 15:19

29:15,22 30:4,7,1430:19,25 31:9,1831:24 32:15,16,2132:22 33:15,1734:12,14,22 35:4

gw 33:7,7

h

halfway 34:13hand 22:2handed 19:15 23:2

29:5 42:23happened 9:20

13:12happening 31:12hard 21:20heard 15:4held 7:21

help 5:3helpful 12:15

28:21helping 5:2 11:8

19:7hereto 1:21high 14:6 34:18higher 33:5hit 10:1hold 12:18,21

13:10hopefully 28:24hour 5:12hours 14:20house 38:13houston 1:18 6:12

8:22 9:2,11huffman 2:4 3:4

4:8,12 11:2112:17 18:19 19:1423:1 29:1 32:734:3,6 36:6,1637:23 39:1 42:542:12,19,22 43:1644:17

huh 5:10huhs 5:10hundred 41:11,13

41:17,21hypothetical 42:4

i

ideas 21:20immediately 38:5

39:12impact 17:22important 12:10improvement

34:19improving 17:22incidents 13:13

[finance - incidents] Page 5


include 33:1437:22

included 25:6 28:233:10

independent 6:177:2,2,4 10:4 19:625:7,16

index 3:1indicates 31:1information 11:15

11:15,16,16initial 8:25 14:15

15:8 18:13initiation 8:24input 21:11,15install 33:6installed 29:22

30:4 34:18instance 1:11institute 11:8instituted 33:6intensive 9:13interest 14:15interested 14:1

18:21 21:6 39:545:10

international20:25

interpreting 31:20introduce 28:20introduced 4:10investment 8:17

8:23 9:10 17:626:7 39:15

investor 26:10,18investors 27:7involving 4:16issuance 29:14issue 31:4issues 30:18,23

items 37:6

j

j.b. 16:24job 10:20 15:17joined 10:6,13joining 10:3jr 1:7,11 3:3 4:4,5

44:6,12judgment 13:14

29:18july 23:18 24:17

43:9june 23:21 24:3,16

k

keep 5:9 10:2131:13 32:4,5 34:341:10,15

kendall 1:7,10 3:34:4,5,8 19:1123:25,25 29:6,730:12 33:9 36:1742:24 43:22 44:644:12

kenmont 1:178:12,14,15,17,249:1

kilowatt 38:12kind 11:12knew 14:18know 5:15 6:25

7:24 10:7 11:2312:6 14:7,21,2415:20 16:8,2417:6,12,21 19:9,1919:24 20:13,2123:6 25:19 26:2027:10,20 28:2,1629:18 31:15 38:639:5,10,11,2040:12,21 42:9

known 9:16 14:10

l

l 6:8lara 2:18large 9:13 19:17

20:21 21:3,4largest 16:2late 10:10law 9:16 40:11,25laws 42:7lazard 19:6 20:7

21:5,10,21 22:1224:25 25:17 27:527:8,9,13,20 28:628:9 40:24 41:841:22 42:6,1343:2,4

lazard's 19:7,2040:22

lead 4:14learn 13:25lease 37:18,21,24

38:8leasing 6:4 9:10led 30:3legal 10:17 15:14

25:7 39:7 45:17legislation 40:5letter 3:14,15

32:13 33:10,1534:22,25 35:5

level 13:22 18:11line 5:16,17 37:6liquidity 28:5

35:24list 21:9,17,25

22:13listed 20:17litigation 1:3 4:15

44:3

little 9:7 11:2516:22 36:7

long 14:14 38:942:23

longer 36:8look 12:10,16

17:20 18:1 25:1928:17,18 36:442:25

looked 43:9looking 10:17 11:7

11:16 12:2 25:2327:25 30:11 36:2540:8,16

looks 24:11,1430:13,22 31:1736:25 43:4

lori 2:9lot 8:13 13:7,8lower 33:5lowered 35:4lwill 2:12lyndon 9:23 14:7

15:6 16:5 30:2

m

machine 1:17magnifying 36:20mail 2:7,12,16 3:9main 10:22maintain 31:10,11

31:14major 10:21 11:12making 11:11 14:1

18:21 21:6 25:20management 8:23

10:25 11:8,1412:7,10 27:1328:6 29:18 31:1733:18 35:17

management's12:3,5 33:22

[include - management's] Page 6


managing 16:12mandate 15:16margin 31:10margins 31:14mark 19:11marked 19:13

22:25 28:22,2529:11 32:6 33:934:5 36:17 42:2142:24

market 24:22master 17:17,25

18:4max 4:12maxes 13:13maxwell 2:4 44:17mean 5:22 12:20

13:11,20 18:2222:5 24:6 28:1436:24 38:2 41:10

meaning 5:5media 36:10,14meet 13:2 31:9meeting 3:9,11,13

3:15 13:10,19,2414:9,16,22,24 30:731:15

meetings 12:18,2112:22,25 13:4,6,713:8,16 25:126:24 35:10

megawatt 30:131:16 33:8 35:4

megawatts 31:1931:24

member 6:1915:18 17:5

members 7:1,3,425:8 31:23

memory 30:10

mentioned 10:14merchant 8:18merged 9:17merger 13:23 18:8

26:19mhuffman 2:7mic 5:19mid 34:18midstream 6:5,22

7:5mind 6:2 10:21minutes 3:9,11,15

23:17 26:23 29:1029:21 43:9

mistaken 5:25model 41:16 42:8

42:9moment 19:11,23

23:4 34:8monetize 38:21months 10:7moore 2:14morning 4:1,8,9motors 1:2 44:2moved 9:2,11muddy 5:10multi 37:1multiple 10:22

25:1 28:18musk 15:23 17:16musk's 18:4mw 29:22,25 30:4

33:5 34:17,18

n

name 4:12 6:37:11 17:10 37:2

names 21:20nancy 15:13 17:7

21:21 23:25 27:9near 37:8

necessarily 31:1135:8 38:10

necessary 13:5need 5:13 28:17

41:14needed 10:3negotiating 26:9neither 45:7new 2:15,15 9:11normal 27:23

38:23normally 12:22

33:18 37:14notary 44:25notice 14:23 15:2notification 14:15number 5:22 9:10

20:16 33:9,2539:3,9

numbered 1:13numerous 13:15

20:6

o

o 6:8object 18:15objection 11:18

12:14 37:20 38:2442:1,17

obviously 13:1519:17 29:16,20

offer 15:8 20:1024:24

offered 26:22offers 26:18office 9:4officer 17:4 44:13officers 11:3,4offices 1:17oh 32:25okay 4:23 6:1 7:12

8:11,19 9:7 11:21

16:8 18:17 20:223:10 25:3 31:232:3 33:2 35:2236:6,18,22 42:543:3

open 30:15operation 7:5operations 11:6,9

35:7opinion 27:20,22opportunistic 19:8opportunity 19:8optimistic 28:16option 43:11options 25:25oral 1:6,10 44:6,14ordinary 12:18original 44:16originated 27:10outcome 45:11outcomes 28:19outs 40:20 41:6overall 10:24overlap 18:10overlapping 21:19overly 28:16,17oversight 10:25,25

11:7

p

page 3:2,8 19:1919:20 20:13 23:1623:20 24:9 25:3,429:10,12,21 30:1330:15,17 31:232:14 34:11 36:1936:21,23 45:3

pagination 19:21paragraph 24:9

32:16,19,20,2234:13 43:1

[managing - paragraph] Page 7


parent 20:23park 9:16part 11:17 17:17

18:4 26:12,1527:11,19,23,2439:13

parter 16:13participation 25:8particular 5:16

9:13 10:16parties 19:16

20:17 44:19 45:8partners 1:18party 26:18 39:11

44:23 45:6pass 22:4pay 38:4,6 41:14

41:16payment 38:9,13payments 39:6people 31:8percent 6:14period 41:4person 9:22 39:14personal 22:15personally 18:23pessimistic 28:17peter 16:5pfund 15:13 17:7

24:1 27:6phase 40:20 41:6

42:13photographing

28:23pipe 26:3,5,6,12

26:16,18 27:1place 40:21plaintiff 1:12plaintiffs 2:3 4:15plan 11:5,8,9

17:17,25 18:4

plant 38:5,12point 5:14 40:25

43:12portion 32:8portions 23:9 29:2position 8:12positions 8:11possibility 13:18

22:19 27:1possibly 37:25potential 18:20

21:13,23 22:16,2024:23 25:23 28:335:3

power 9:3,14 31:537:21 38:3,5,7,1038:12

ppa 38:2prepare 12:5

33:18prepared 20:7preparing 12:1present 2:17presentation 3:13

29:12 30:3,1233:9 34:24 42:8

presentations35:16

presented 42:15president 9:2press 33:25pressure 30:18,20

30:24 31:13pretty 21:8previously 33:7prices 31:8,10pricing 33:5principal 37:18prior 8:13 10:9private 6:13,24

8:22 10:13,15

16:13 21:2 26:7privately 7:21probability 14:7probably 4:21

5:24 7:1 8:10 9:1810:7,10 14:326:25 27:24 30:1036:5

probed 35:20procedure 1:20procedures 11:1process 11:1,17

12:9 19:5 20:925:6,10,13,18,2226:12,15 27:11,1927:24 35:3,9,23

produced 1:1138:11

product 31:737:18,24

production 40:1productivity

34:20profit 31:11 41:15project 9:9,18projections 12:2

12:13 37:1,7 40:740:10,13,16,2341:2,20,24

projects 9:13prompt 14:9proper 39:7proposal 14:20,21

19:9prospective 11:16provide 11:14

15:21 21:11,15provides 12:10providing 11:7

27:22

provision 39:16,19provisions 1:20public 5:21 10:6

10:12,15 15:326:7 29:15 30:1930:24 44:25

publicly 14:4purchase 31:6

37:21 38:3,17purposes 41:23

42:14pursuant 1:19

44:21putting 30:18,20

30:24 38:12

q

q1 31:3q2 3:12 33:6 35:5quarter 3:13,14

32:12question 4:25 5:5

5:6,8 11:22 19:2423:6 40:15

questioning 5:165:17

questions 9:1512:7 30:4 43:18

quite 7:25 25:1542:22

r

r 1:7,10 2:4 3:3 4:523:25 44:6,12,17

ran 9:4,9 25:11range 28:19 34:19

34:23reach 18:19reaching 27:8read 31:21reads 23:21 30:2

33:4 34:17

[parent - reads] Page 8


ready 19:24 23:6real 27:21realistic 12:8really 13:3 20:8

25:17,19,21 27:2537:22 42:25

reason 33:2134:21

reasonable 12:812:12

reasons 45:4recall 7:18 8:3

10:12 14:2,6 15:215:4 17:16 18:3,722:18 26:3,2027:3,4,9,18 28:430:6,9,11 31:22,2532:1 33:13,21,2434:21 35:2,7,1437:12 40:8 41:19

receipt 45:2receive 26:17received 10:18

15:15 22:9 28:835:11,23

receiving 25:635:3

recess 36:12recognize 20:3

32:9recollection 16:20

18:2 20:21 22:730:17,23 31:338:8 40:4

recommendation33:19,23

recommending24:12 31:18

record 1:20 4:3,114:11 5:11 8:1519:14 23:1 36:7

36:11,15 37:2343:23 44:14

reduce 39:6reduced 40:9reduction 34:22reference 10:16

25:13,14 26:2reflected 26:23

29:20 36:22,24refresh 30:10,17

30:22regarding 28:4

30:3registered 26:9regular 35:10related 9:12 13:16

29:14 45:8relates 18:4release 18:3 34:1reliance 11:14rely 33:18remember 6:3

7:11 22:1 33:840:3

renewables 9:14renewed 39:23rephrase 11:24reported 1:16reporter 1:15 5:1

44:9reporter's 44:5repositioned 7:17represent 37:11represented 29:18representing 4:14

15:21request 27:24requested 44:23

45:5require 11:13

13:23

requires 11:13reread 23:10,13residential 34:19resolution 24:10respond 5:6retain 39:12retained 19:4returned 44:25

45:2returns 38:23review 12:6 20:8

23:5reviewing 29:16reviews 20:2 23:7

29:4 34:10revised 31:18revision 30:3,14

30:21,22revisions 30:7revolving 35:13rgrdlaw.com 2:7right 6:15,16

15:10,24 16:6,1616:19,24 19:11,2222:2,24 24:7,19,2025:25 27:14 30:1031:1 35:25 36:638:9 39:16 40:543:6,14

risks 35:18rive 9:23 16:5 30:2

30:8 33:11riverstone 6:14,18rob 2:18robbins 2:4 4:13role 10:23 11:2,3

12:3,3,5,6 29:14roles 10:22rosati 2:9roughly 24:17

rudman 2:4rule 44:21rules 1:19running 8:22 11:9

s

s 6:8sale 7:17 13:23

18:5,11 21:2324:12 25:23 26:1328:2 31:6,6 41:1843:10

sales 31:4 34:20san 2:6 4:13 21:1sat 9:4,21,22saw 34:23says 22:3sc 19:16scheduled 12:22sec 26:8second 3:14 24:9

25:4section 29:22

32:14 34:7,12see 5:24 18:11,20

19:2,7,21 21:622:13 23:17 29:2331:2 32:18 33:934:15 36:8,2237:6 40:18 41:4

seeing 40:17seen 26:2sell 41:13sentence 32:16,25

33:4 34:14sentences 43:1serra 33:11served 5:20 7:20

15:12 17:4 44:18session 4:25set 14:21 34:4

36:25

[ready - set] Page 9


shareholder 3:143:15 32:12 33:1033:15 34:22

shareholders10:24,24 15:21,2220:12 28:1

shauna 1:15 44:945:16

shorthand 1:1544:9

shortly 14:3 15:3shown 44:19side 28:24sign 38:6signature 44:22,25

45:3,15signed 18:8significant 9:12silicon 21:2silverlake 21:1similar 38:9 39:14simple 41:11,15situation 35:24six 12:23 24:18skadden 25:16slide 30:13 31:17slightly 37:13slow 31:3small 13:21solar 14:8 17:23

21:4 37:18,21,2137:24 38:2,5,8,1738:18 39:15,2440:1

solarcity 3:11,133:14,16 4:16 6:57:8 9:6,24 10:1214:1,8,10,16 15:715:9,22 16:1,6,1517:5 18:5,11 19:320:11 21:7,13,24

22:6,17 23:2328:1,5,9 37:338:21 39:14 41:2442:16

solarcity's 25:2527:13 28:5 29:1432:12 37:16,17

sold 7:8solutions 45:17somebody 21:21

41:13somewhat 10:9sonsini 2:9sorry 16:23 18:16

30:20 33:3 42:2sort 4:23,24 12:20

15:15 17:24 18:2sound 24:19sounds 11:22

23:15 24:20speak 9:19special 3:10 13:10

13:15,19,24 14:914:16,21,24 15:915:17,18 19:120:8 23:24 24:1124:15,16 25:5,9,1125:24 26:11,17,2427:11 35:2,9,2242:15 43:6

specific 9:15 19:1823:8 29:2 32:833:15 34:7

specifically 27:1834:11,12 35:7

specifics 27:3 32:135:15

speech 4:24spent 25:15spruce 37:1

spun 8:21stamp 19:21 42:24stamped 19:15

23:2 29:6,8stand 29:25standalone 25:25

28:2standard 39:8stands 26:6start 5:6 23:15

29:9 32:25 38:2started 8:19starting 16:21starts 32:17 34:14state 1:1,16 44:1

44:10stated 1:20 12:4status 22:3stenotype 1:17stockholder 1:3

4:15 16:3 44:3stockholders

43:11strategic 11:8,11

13:17,18strategy 11:5straubel 16:25street 1:18 45:18structured 9:9structures 39:10stuff 23:13styled 1:13subject 10:18sufficient 22:21

25:2suite 1:18 2:5,10

45:18sunpower 21:3sunset 39:16,18,23

40:3,12 41:1

sunsetting 39:22sure 5:5,7,19 9:8

12:7 14:21 15:2516:11 17:10 21:823:12,15 25:18,2028:14,15 29:1731:25

suspect 36:5 40:10swaine 2:14sworn 1:12 4:6

44:13system 38:17,18

t

t 6:8table 9:22take 5:12,14 19:23

23:4 28:12 34:842:25

taken 1:12 4:1840:24 42:7 45:9

talk 5:4 16:2137:15

talking 34:12talos 6:6,7,10,19target 31:9targets 31:16tasks 19:7tax 38:16,22,22,23

39:5,6,6,11,1540:1,9,12,20 41:741:12,18,18 42:742:10,14

team 11:14technical 39:10technicality 26:15technically 6:12

31:5technologies 9:3technology 17:3tel 45:19

[shareholder - tel] Page 10


telephone 2:6,112:16

tell 39:24tended 9:19term 38:7,9terms 12:1 37:13tesla 1:2 13:25

14:11,15,25 15:815:25 16:18 17:417:13,25 18:5,1119:9 20:10,1922:4 23:3 24:1226:13 29:6,842:24 43:10 44:2

tesla's 4:16testified 4:6 22:11testimony 43:22

44:14 45:9texas 1:16,19

44:10 45:16,19therefor 45:4things 5:2,10 11:1

28:2think 8:20 12:4

14:3,17,17,19 15:516:12 17:3,11,2120:23 21:19 23:2224:5,5,21,25 25:226:4 31:7,1235:20 36:2 43:16

third 19:16 26:18thirds 32:21thorough 25:5,11thought 29:11

38:1 43:10three 7:2 10:7throckmorton

45:18time 4:2 9:18,23

10:5 14:19 15:2316:12 17:13 22:21

24:7,22 25:2,1530:9,19 36:10,1439:4 40:11,2542:7 43:12,22

times 5:20,23timing 14:2 18:3title 15:25today 4:1,24 38:16today's 43:22top 37:8total 21:2 34:17

37:7,10touch 16:11transaction 13:18

15:22 17:14 22:1724:17 26:3,5,9,1226:16,19,22 27:2

transactions 13:1728:3

transcript 44:1345:2

transfer 39:11trip 35:12trouble 31:15true 38:15 43:14

44:14truncated 4:24trusted 42:13try 5:9 18:19 19:2

41:8,10trying 8:20 29:17ts 25:20tuesday 4:2turn 5:7 34:14,17turning 29:9two 6:13,15 17:22

31:1 32:21typically 12:23

u

u.s. 21:4uh 5:10uhs 5:10uk 20:24ultimately 33:10unbeknownst 9:22uncertainty 40:4uncovered 7:14underneath 20:17

20:18 37:8understand 37:2understanding

10:19 15:16 16:235:10 37:4,17,1938:19 39:18 41:842:6

undo 5:19unfortunately

7:24update 43:2usage 38:7use 39:12

v

valley 21:2valor 16:14valuation 40:22

43:5value 41:12vary 12:25vcs 1:3 44:3ventures 17:11verbal 5:9veritext 45:17versus 31:6videographer 2:18

4:1 5:1 36:9,1343:21

videotaped 1:6,104:3 44:6

view 10:22,23 12:215:17,19 29:1935:18,21 36:340:24 42:12

viewpoint 28:12vis 12:3,3vision 17:21

w

w 2:9want 5:14 23:10

23:13 31:10 42:25wanted 10:14

14:11 19:2 22:2231:14

way 32:21 37:2538:21

weeks 24:18went 10:6,15west 2:5whoops 20:6willing 24:24wilmington 2:11wilson 2:9wind 39:24 40:2withdraw 40:14witness 1:11 2:8

18:16 19:15 20:223:2,7 28:23 29:429:5 34:10 42:242:23 44:12,15,19

work 13:7 24:25workout 7:16,18works 4:24 14:25

14:25world 17:22worth 45:19wrap 5:17wrong 23:22wsgr.com 2:12

[telephone - wsgr.com] Page 11


x

x 38:12 45:5

y

yeah 5:23 7:1415:19 19:4 20:124:6 28:17 32:2032:24 33:24 40:1041:10

year 10:5 12:2223:22 37:1

years 4:22 6:438:2,7,14 40:9,17

yep 37:9york 2:15,15 9:11

[x - york] Page 12


(

)

*

+

,

-

.

/

0

('

((

()

(*

(+

(,

(-

(.

(/

(0

)'

)(

))

)*

)+

),

67<3F3A7 AD<7B ?8 5;E;< @A?576DA7

@HY[ E& 6LWVZP[PVUZ HUK 6PZJV]LY`

CP[SL E$ A\SL *'

"L# B\ITPZZPVU [V ^P[ULZZ2 JOHUNLZ2 ZPNUPUN& FOLU

[OL [LZ[PTVU` PZ M\SS` [YHUZJYPILK$ [OL KLWVZP[PVU

ZOHSS IL Z\ITP[[LK [V [OL ^P[ULZZ MVY L_HTPUH[PVU

HUK ZOHSS IL YLHK [V [OL ^P[ULZZ$ \USLZZ Z\JO

L_HTPUH[PVU HUK YLHKPUN HYL ^HP]LK I` [OL ^P[ULZZ

HUK I` [OL WHY[PLZ& 3U` JOHUNLZ PU MVYT VY

Z\IZ[HUJL ^OPJO [OL ^P[ULZZ KLZPYLZ [V THRL ZOHSS

IL LU[LYLK \WVU [OL KLWVZP[PVU I` [OL VMMPJLY ^P[O

H Z[H[LTLU[ VM [OL YLHZVUZ NP]LU I` [OL ^P[ULZZ MVY

THRPUN [OLT& COL KLWVZP[PVU ZOHSS [OLU IL ZPNULK I`

[OL ^P[ULZZ$ \USLZZ [OL WHY[PLZ I` Z[PW\SH[PVU

^HP]L [OL ZPNUPUN VY [OL ^P[ULZZ PZ PSS VY JHUUV[

IL MV\UK VY YLM\ZLZ [V ZPNU& ;M [OL KLWVZP[PVU PZ

UV[ ZPNULK I` [OL ^P[ULZZ ^P[OPU *' KH`Z HM[LY [OL

KH[L ^OLU [OL YLWVY[LY UV[PMPLZ [OL ^P[ULZZ HUK

JV\UZLS I` THPS VM [OL H]HPSHIPSP[` MVY L_HTPUH[PVU

I` [OL ^P[ULZZ$ [OL VMMPJLY ZOHSS ZPNU P[ HUK Z[H[L

VU [OL YLJVYK [OL MHJ[ VM [OL ^HP]LY VY VM [OL

PSSULZZ VY HIZLUJL VM [OL ^P[ULZZ VY [OL MHJ[ VM

[OL YLM\ZHS [V ZPNU [VNL[OLY ^P[O [OL YLHZVU$ PM

HU`$ NP]LU [OLYLMVY2 HUK [OL KLWVZP[PVU TH` [OLU IL

(

)

*

+

,

-

.

/

0

('

((

()

(*

(+

(,

(-

(.

(/

(0

)'

)(

))

)*

)+

),

\ZLK HZ M\SS` HZ [OV\NO ZPNULK$ \USLZZ VU H TV[PVU

[V Z\WWYLZZ \UKLY A\SL *)"K# [OL 5V\Y[ OVSKZ [OH[

[OL YLHZVUZ NP]LU MVY [OL YLM\ZHS [V ZPNU YLX\PYL

YLQLJ[PVU VM [OL KLWVZP[PVU PU ^OVSL VY PU WHY[&

6;B5<3;=7A1 C:7 8?A79?;>9 5;E;< @A?576DA7 AD<7B

3A7 @A?E;676 8?A ;>8?A=3C;?>3< @DA@?B7B ?><G&

C:7 34?E7 AD<7B 3A7 5DAA7>C 3B ?8 #&'$% ($

)'("& @<73B7 A787A C? C:7 3@@<;534<7 BC3C7 AD<7B

?8 5;E;< @A?576DA7 8?A D@%C?%63C7 ;>8?A=3C;?>&

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 · Board of Directors of SolarCity 12 Corporation 4/26/16 Exhibit 4 Board...

Documents

Transcript of PlainSite - WordPress.com · Board of Directors of SolarCity 12 Corporation 4/26/16 Exhibit 4 Board...