Tesla (Shanghai) Co., Ltd. as Borrower (the “Borrower”)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch, China Construction Bank Corporation, Shanghai Pudong Branch, Industrial and Commercial Bank of China Limited, Shanghai Lingang Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Joint Mandated Lead Arrangers and Bookrunners (the “Lead Arrangers”)

China Construction Bank Corporation, Shanghai Pudong Branch as Facility Agent (the “Facility Agent”)

Agricultural Bank of China Limited, Shanghai Changning Sub-branch as Consulting Bank (the “Consulting Bank”)

China Construction Bank Corporation, Shanghai Pudong Branch as Account Bank (the “Account Bank”)

Industrial and Commercial Bank of China Limited, Shanghai Lingang Sub-branch as Managing Bank (the “Managing Bank”)

Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Consulting Bank (the “Advising Bank”)

The following financial institutions as Original Lenders (the “Original Lenders”)

Definitions

Principles of Interpretation

The table of contents and clause headings inserted herein are for ease of reference only and may be ignored in construing this Agreement.

The “assets” shall be construed to include all present and future, tangible or intangible asset, property, income, revenue, account receivable or each right and benefit in any asset.

A “person” shall be construed to include any individual, company, partnership, sole proprietary or any other corporate or unincorporated person or any other legal entity.

An Event of Default is “continuing” if such Event of Default has occurred and is neither eliminated nor remedied or waived pursuant to the provisions hereof.

A “month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, provided that, if there is no such numerically corresponding day, it shall end on the last day in such next calendar month.

The RMB “equivalent” amount denominated in USD shall be converted at the exchange rate at the central parity of the spot exchange rate for USD to RMB published or authorized to publish by the PBOC on 11:00 a.m. (Beijing Time) on the previous Business Day of the calculation date, however, if no such central parity rate is available at that time, the exchange rate shall be determined through reasonable negotiation between the Facility Agent and the Borrower.

The “liquidation” or “bankruptcy” of any person shall be construed to include any identical or comparable legal process carried out in accordance with the

Parties hereto or any other person shall include its legal successors and permitted assignees.

This Agreement, any other agreement or document shall be construed to include itself and any amendment, modification, substitution or supplement thereof made from time to time in accordance with the provisions therein.

The Borrower shall apply the Advances drawn to finance:

costs and expenses to be incurred in relation to construction of the Project (including, among others, design, development, construction and remodeling);

costs and expenses to be incurred in relation to purchase of equipment and raw materials related to the production of vehicles and parts;

working capital expenditure during the construction and operation of the Project, including but not limited to costs in connection with daily operation, lease of the warehouse for the Project purpose (including such warehouses which are not located on the Project land), payment of wages, and other working capital expenditures;

repayment of any intercompany loan (which has already been used) between the Affiliate Companies (including but not limited to the amount borrowed or to be borrowed by the Borrower from its Affiliate Company), provided that such intercompany loan between the Affiliate Companies shall be used for the above purposes and the interest rate of such intercompany loan shall be in compliance with PRC laws; and

repayment of any outstanding amount under any Permitted Trade Finance Facility.

The Borrower shall apply each Advance in accordance with the purposes agreed in this Agreement; and the Borrower shall not misappropriate any Advance.

The Borrower shall use each Advance in accordance with the purposes permitted by laws and regulations of the PRC.

Drawdown Notice

The Borrower may (based on its actual needs) draw one or more Advances under the Facility before the Final Maturity Date in accordance with the provisions hereof. There is no limitation on the drawdown times.

The Borrower, if requests to draw an Advance, shall deliver the Drawdown Notice to the Facility Agent no later than three (3) Business Days prior to the proposed Drawdown Date specified in the Drawdown Notice.

Each Drawdown Notice shall satisfy the following requirements: (1) it shall be completed substantially in the form and substance set out in Schedule 2 (Form of Drawdown Notice) hereof; (2) it shall be executed by the authorized signatory of the Borrower (including through handwritten signing or affixing chop of legal representative or affixing signature chop); (3) the proposed Drawdown Date specified in the Drawdown Notice shall be a Business day; (4) the proposed drawdown amount shall not exceed the Available Commitment as at the date of such Drawdown Notice.

The Facility Agent shall, within one (1) Business Day upon receipt of each Drawdown Notice, forward such Drawdown Notice to each Lender and in the meantime notify each Lender of its Commitment Percentage in that Advance.

Conditions Precedent to the First Drawdown

this Agreement has been duly executed;

the copies of the latest business license, latest articles of association and board resolutions of the Borrower;

the Shanghai foreign investment project filing certificate relating to the Project obtained by the Borrower (the Project Shanghai Code: 310115MA1H9YGWX20195E2101001);

evidence that the Borrower’s Loan Account has been opened with the Account Bank;

the copies of the following documents:

the land use right granting contract;

payment certificate that the consideration under the land use right granting contract has been fully paid;

the confirmation letter in respect of the delivery of the land use right;

the use of construction land approval certificate; and

the land use right grant confirmation letter;

evidence that the ratio of the paid-up capital funds of the Project and the drawdown amount is no less than 2:8; the ratio of the paid-up capital funds and the total investment of the Project shall not be less than the ratio of the drawdown amount and the Facility, and the paid-up capital funds shall be applied to the Project before the utilisation of the Facility;

evidence that the Borrower has obtained the environment impact assessment filling certificate in relation to the Project;

those construction site planning permit, construction engineering planning permit and construction permit which according to law and regulations shall be obtained by the Borrower at the time of drawdown; and

the copies of relevant supporting agreements or documents evidencing the purpose where entrusted payment applies.

Conditions Precedent to Each Drawdown

The Facility Agent has received a Drawdown Notice issued by the Borrower in accordance with Clause 4.1 (Drawdown Notice) hereof.

On the proposed Drawdown Date specified in the Drawdown Notice, each representation of fact made by the Borrower in Clause 10 (Representations of Facts) hereof is true and correct in material aspects by reference to facts and circumstances then subsisting.

Those construction site planning permit, construction engineering planning permit and construction permit which according to law and regulations shall be obtained by the Borrower at the time of drawdown, except where such permits have already been provided.

The copies of relevant supporting agreements or documents evidencing the loan purpose are provided where entrusted payment applies, except where such materials have already been provided.

Interest Rate

The rate of interest accrued on each Advance drawn in RMB under the Facility shall be 10% lower than the RMB Benchmark Rate on such Drawdown Date (tax included).

The rate of interest accrued on each Advance drawn in USD under the Facility shall be the USD Benchmark Rate plus 100BPs (tax included).

Default Interest Rate

If the Borrower fails to pay any sum payable on its due date pursuant to the provisions of this Agreement, interest shall accrue on such overdue sum, from its due date up to the date of full payment, at 130% of the Interest Rate (the “Overdue Rate”).

If any Advance is misappropriated by the Borrower, interest shall accrue on the misappropriated Advance, from the date of misappropriation up to the end of such misappropriation, at 150% of the Interest Rate (the “Misappropriation Rate”).

If an Advance is both overdue and misappropriated, the Default Interest Rate accrued thereon shall be the higher of two.

The interest accruing on the sum overdue and misappropriated shall be compounded pursuant to relevant regulations by the PBOC.

Calculation of Interest

Interest and/or default interest on any amounts outstanding hereunder shall accrue from day to day and be computed on the basis of a 360 day year and the actual number of days elapsed.

Interest shall accrue on each Advance commencing on the date on which such Advance is paid to the Loan Account.

Payment of Interest

The Borrower shall pay accrued interest calculated in accordance with Clause 5.1 (Interest Rate) and Clause 5.3 (Calculation of Interest) hereof on the Final Maturity Date.

The Facility Agent shall notify the Borrower in writing no later than twenty (20) Business Days prior to the Final Maturity Date of the amounts and calculation method of interest payable by the Borrower on the Final Maturity Date.

As per the requirements of the Borrower, the Lenders shall issue the interest value-added tax invoices to the Borrower pursuant to applicable laws and regulations.

Loan Period

Repayment

Making Advances

Payment of Advances

If any of the following circumstances occurs, payment by the Lenders upon entrustment shall be applicable. Entrusted payment by the Lenders refers to the Facility Agent paying out each Advance to the Loan Account on each Drawdown Date in accordance with the Borrower’s Drawdown Notice and entrustment of payment, and transferring relevant Advance to Borrower’s Counterparty Accounts on the same day:

the amount of a single payment exceeds 5% of the total investment amount of the Project; or

a single payment exceeds RMB5,000,000 (IN WORD: RMB Five Million) or its equivalent in USD.

In addition to the circumstances stipulated in the first paragraph above, the Borrower may choose to make payment by either independent payment or entrusted payment at its own discretion. Independent payment by the Borrower means that the Facility Agent pays out the Advances to the Loan Account in accordance with the Borrower’s Drawdown Notice and the Borrower independently pays out to the Borrower’s counterparties in satisfaction of the usage purposes stipulated herein. The Borrower shall present the relevant payment list evidencing the payment status of each Advance on a quarterly basis to the Facility Agent.

Payment by the Borrower

Payment by the Facility Agent

The Facility Agent shall pay to the Loan Account the proceeds of the relevant Advances actually received by it pursuant to Clause 8.1 (Making Advances) hereof no later than 15:00 (Beijing Time) on each Drawdown Date, and shall make payment pursuant to Clause 8.2 (Payment of Advances) hereof, and the Facility Agent is obliged to notify the payment of such Advance to each Lender.

The Facility Agent shall pay to the account of each Finance Party each amount actually received by it pursuant to Clause 8.3 (Payment by the Borrower) hereof on the date of receipt in such order and amount as set out in Clause 8.5 (Distribution Order) hereof.

Distribution Order

in and towards any interest (including but not limited to any compound interest and default interest) due and payable by the Borrower hereunder pro rata among the Lenders; and

in and towards any principle amount due and payable by the Borrower hereunder pro rata among the Lenders.

Advances

Currency of Payments

Any Advance shall be drawn in the currency specified in the Drawdown Notice in respect of that Advance.

Any interest accruing on any amounts shall be made in the currency in which such amounts are denominated.

Any repayment and prepayment of any Outstanding shall be made in the currency in which such Oustanding are denominated.

Other payments payable under this Agreement shall be made in the currency specified herein.

Set Off

Non Business Days

Pro Rata Sharing

Save as otherwise provided in Clause 8.10 (Pro Rata Sharing) hereof, if any Finance Party (the “Recovering Lender”) receives any payment due and payable under this Agreement from the Borrower which is contrary to Clause 8.3 (Payment by the Borrower) hereof, that Recovering Lender shall forthwith notify the Facility Agent of the receipt of such amount (the “Sharing Amount”) on the date of receipt and promptly transfer such Sharing Amount to the Facility Agent.

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

Paragraph 1 of Clause 8.10 (Pro Rata sharing) hereof shall not be applicable to any of the followings:

any payment received by any Lender under transfer or sub-participation under this Agreement.

any payment recovered by any Finance Party in arbitration against the Borrower in respect of the disputes arising under this Agreement, provided that: (i) it shall have given prior notice to other Finance Parties, and (ii) other Finance Parties have not participated in the said arbitration within twenty (20) Business Days after receipt of such notices.

Stamp Duties

No Syndication Fee

Costs and Expenses

Legal Status

Powers

Authorization

Legality

Breach of Other Documents

Liquidation and Bankruptcy Events

Information

Material Licenses

No Material Default

No Material Litigation and Arbitration

Compliance with Law

Permits

Supply of Information

The Borrower shall, within one hundred and eighty (180) days after the end of the 2019 financial year or such longer period as consented by

The Borrower shall, within ninety (90) days after the end of the 2019 semi-financial year or such longer period as consented by the Facility Agent (and the Facility Agent shall not unreasonably reject or delay to give such consent), provide the Facility Agent with its unaudited financial statements in respect of that semi-financial year.

The Borrower shall provide the Facility Agent a statementwith respect to the investment and construction progress of this Project at the end of each quarter.

Project Capital

External Financing

Priority of Re-financing

Reduction of Registered Capital

Negative Pledge

Any lien arising in the ordinary course of trading, any statutory priority arising from construction projects and other Security Interests arising by operation of laws and regulations,

Security Interests arising in the ordinary course of business of the Borrower (including but not limited to any priority over goods, materials or equipment (acquired in arm’s length transaction) incurred or constituted by any title retention arrangement in the terms and conditions set out by the supplier or seller in relevant agreements), or

Security Interests created by the Borrower in favor of relevant creditors for the purpose of Subsequent Project Financing.

Material Default Notification

Cost Overruns

Events of Default

Payment Default

Misappropriation

Misrepresentation

Breach of Other Obligation

Bankruptcy Process

Enforcement Events

Cross Default

Remedies Available to the Finance Parties

Notices

Any Lender shall promptly notify the Facility Agent upon becoming aware of an Event of Default.

The Facility Agent shall notify each Lender upon being notified by the Borrower or any Lender of the occurrence of an Event of Default.

The Facility Agent shall notify the Borrower upon being notified by any person other than the Borrower of the occurrence of an Event of Default, so that the Borrower can confirm and explain or make remedies.

Remedies

to grant any waiver or approve any remedy of the relevant Event of Default.

to declare suspension of all or any part of Advances requested in any Drawdown Notice which have not been drawn.

to cancel all or any part of Total Commitments; whereupon so declared the Commitment of each Lender shall be cancelled pro rata and the Total Commitments so cancelled may not be borrowed again.

to declare all or any Oustanding together with all accrued interests, fees (if any) and other amounts hereunder immediately due and payable.

Action by the Facility Agent

Undertakings of the Finance Parties

Each Finance Party will not exercise any of its rights under this Agreement in a way conflict with that provided herein.

Each Finance Party undertakes with other Finance Parties that, except where this Agreement specifically provide otherwise,

Appointment of the Facility Agent

Nature of Agency

The relationship among the Facility Agent and other Finance Parties is that of principal and agent only.

The Facility Agent is not the agent of the Borrower in any respect.

Duties of the Facility Agent

The Facility Agent shall, within one (1) Business Day upon receipt of the originals or copies of any document from any party to this Agreement for any other party to this Agreement, forward the same to that other party; except where provided otherwise in this Agreement, the Facility Agent is not responsible for the adequacy, accuracy or completeness of the form and substance of any document it forwards to any other party to this Agreement.

The Facility Agent shall open and maintain accounts in connection with this Agreement and, upon demand by each Lender, provide that Lender with such accounts.

The Facility Agent shall be responsible for the management and control of making Advances and the payment, and the payment of principal and interest by the Borrower in accordance with Clause 8.1 (Making Advances), 8.2 (Payment of Advances) and Clause 8.4 (Payment by the Facility Agent) hereof.

The Facility Agent shall, within one (1) Business Day upon receipt of a notice from any party to this Agreement stating the occurrence of an Event of Default, notify each Finance Party.

The Facility Agent shall notify each Finance Party within one (1) Business Day upon becoming aware of failure to make any payment due and payable by any party to this Agreement to any other Finance Party pursuant to this Agreement.

The Facility Agent shall, acting in accordance with the decisions of the Majority Lenders, organize each Finance Party to commence and/or participate in any arbitration or legal dispute resolution proceedings relating to this Agreement, provided that, each Lender shall have indemnified or made advances to the Facility Agent against any and all costs, fees, expenses (including but not limited to legal fees) and liabilities sustained or to be sustained or incurred by the Facility Agent in acting in accordance with such decisions.

The Facility Agent shall have no liability to any other party to this Agreement for any party’s breach of any provision of this Agreement.

If any decision of the Majority Lenders or all the Lenders or acting in accordance with such decision contravenes or would contravene the laws and regulations, after giving prior notice to each Finance Party, the Facility Agent may not act in accordance with such decisions.

The Facility Agent shall perform each of its obligations under this Agreement with care and diligence.

Rights of the Facility Agent

Unless it has the knowledge to the contrary, the Facility Agent may assume:

any representation of facts made under or in connection with this Agreement by any other party to this Agreement is true, complete and accurate.

no Event of Default is continuing.

no other party to this Agreement has breached its obligation under this Agreement.

any right vested in any other party to this Agreement or the Majority Lenders or all the Lenders has not been exercised.

The Facility Agent may engage, pay for and act in reliance of advices and services of lawyers, accountants, appraisers, translators or other professional advisers as it deems necessary and accepted by all the Lenders.

The Facility Agent may act in reliance of any communication or document believed by it to be true.

The Facility Agent may disclose to any other party to this Agreement any information believed by it to be reasonably received pursuant to the provisions of this Agreement.

Independent Credit Appraisal and Subsequent Management of the Loan

investigation, review and assessment of the adequacy, accuracy or completeness of any information relating to any other party to this Agreement or the transactions contemplated under this Agreement whether such information is supplied to that Lender by the Facility Agent or the Lead Arranger;

investigation, review and assessment of the financial condition, creditworthiness, business, legal status or other conditions of any other party to this Agreement;

investigation, review and assessment of the legality, effectiveness, binding effect, sufficiency or enforceability of this Agreement or any document in connection therewith or any action taken or to be taken by any other party to this Agreement;

The Account Bank shall fulfill its supervisory responsibility of the accounts opened by Borrower under this Agreement; and each Finance Party shall independently fulfill the subsequent management responsibility of the loans, and may require material and information necessary for fulfilling such responsibilities through the Facility Agent.

Facility Agent and Lead Arranger as Lenders

Syndication Conference

Decision-making Mechanism of the Lenders

In the circumstance that the decisions of the Majority Lenders or all the Lenders are expressly required pursuant to the provisions of this Agreement, any Lender may notify the Facility Agent upon becoming aware of its occurrence, whereupon the Facility Agent shall promptly notify each Lender and request decisions to be made upon receipt of such notice or upon becoming aware of the same.

Each Lender shall, upon receipt of a notice issued by the Facility Agent pursuant to Clause 13.7 (Syndication Conference) hereof, notify the Facility Agent of its decisions within the time limit specified therein.

Unless otherwise provided in this Agreement, the Facility Agent shall act in accordance with the decisions of the Majority Lenders or all the

The decisions of the Majority Lenders or all the Lenders made in accordance with the provisions of this Agreement shall be binding on each Lender, and each Lender shall assist the Facility Agent to carry out any such decision of the Majority Lenders or all the Lenders.

In the absence of a decision from the Majority Lenders or all the Lenders in accordance with the provisions of this Agreement, the Facility Agent shall make a preliminary settlement proposal in respect of the circumstance and solicit opinions of each Lender in accordance with the procedures described above. If any Lender fails to notify the Facility Agent of its decisions within the time limit specified in the notice issued by the Facility Agent, it shall be deemed as having approved such settlement proposal.

The Facility Agent may (but is not obliged to) take or refrain from an action if it considers such action or inaction is in the best interest of the relevant Lenders.

Consent of all the Lenders

a change of the Commitment, the Total Commitments or the currency of the Advances;

a change of the Loan Period;

a change of the Interest Rate or the Default Interest Rate;

a change of the currency, the amount or the payment date of any sum payable to any Finance Party under this Agreement;

an amendment to the definition of the “Majority Lenders”;

an amendment to Clause 17 (Amendments and Waivers) hereof.

Syndication Conference Procedures and Rules

Upon the circumstances where the Facility Agent shall act in accordance with the decisions of the Majority Lenders or (as the case may be) all the Lenders pursuant to this Agreement, the Facility Agent shall convene and preside over the syndication conference.

In addition to the circumstances stipulated in the first paragraph above, the Facility Agent shall be responsible for the convening of the syndication conference in time upon the following circumstances:

If the Facility Agent convenes a syndication conference, it shall give written notice to each Lender at least five (5) Business Days or a shorter period determined by the Facility Agent prior thereto. However, at the Facility Agent’s discretion and in accordance with this Agreement, it may give the notice of the syndication conference in such manner that it deems to be positive for relevant Lenders. The notice of the conference shall include the time, place, manner and the proposal of the syndication conference.

The syndication conference may be held on site or by communications or by written consents (being the Facility Agent notifying each Lender by facsimile to get its consent). The manner of the conference will be decided by the Facility Agent and specified in the notice of the conference. However, subject to the purpose to minimize the expense, the Facility Agent shall choose to hold the conference by written consents as long as it is possible. In the case of a communication conference, the specific method of communication and making written resolutions will be decided by the Facility Agent and specified in the notice of the conference.

If any of the Lenders fails to instruct the Facility Agent in relation to a matter to be decided by the Majority Lenders or by all the Lenders (as the case may be) before the date of its decision, it shall be deemed as having approved such matter.

Each Lender shall, within two (2) Business Days upon the receipt of the notice of conference, notify the Facility Agent whether it will attend the conference, and may submit the provisional proposal two (2) Business Days prior to the conference. The Facility Agent shall notify other Lenders of such provisional proposal.

Each Lender may appoint one or two authorized representatives and several general representatives to attend the syndication conference. All representatives may participate in discussions and offer opinions, but only the authorized representatives are entitled to vote on behalf of that Lender.

A valid resolution of the syndication conference shall be recorded in writing by the Facility Agent and affixed with the company chop of each Lender. An original of the valid resolution of the syndication conference shall be sent to each Lender. Not all the valid resolution shall be disclosed to the Borrower. But it shall also be sent to the Borrower if it is related to the rights, obligations or other interests of the Borrower under this Agreement.

Intercreditor Agreement

Compensation by the Lenders

Deduction by the Facility Agent

Other Business

Dealings with the Lender

Transferee

Transfer by the Borrower

Transfer by the Lenders

Effecting a Transfer

Binding Effect of a Transfer

Consequences of a Transfer

the Transferring Lender shall no longer enjoy rights and bear liabilities under this Agreement in relation to the transfer object; and

the Transferee Bank shall enjoy all the rights and bear all the obligations under this Agreement in relation to the transfer object.

Limitation of Liabilities of a Transferring Lender

the duly execution, genuineness, accuracy, completeness, legality, effectiveness or enforceability of this Agreement or any other document in connection herewith;

the receivability of any payment due under this Agreement; and

the accuracy and completeness of the representations of facts made by any other party to this Agreement to any person under or in connection with this Agreement.

Further Limitation of Liabilities of a Transferring Lender

retrieve from any Transferee Bank any right and/or obligation which is already transferred to that Transferee Bank in accordance with provisions of this Agreement.

indemnify any Transferee Bank against any losses incurred by it as a result of the breach of any obligation by the Borrower or any other Finance Party under this Agreement.

Recording

Change of Lending Offices

Independence of Obligations

Independence of Rights

Scope of Confidentiality

Confidentiality Obligation of the Finance Parties

Each Finance Party to this Agreement shall procure that its senior managers, directors, employees, affiliates, advisors and agents will not disclose, announce or otherwise publish (including but not limited to publishing in any social media (including microblog and Wechat)) to any third party any information relating to the Project and the transactions contemplated hereunder, and the price information herein shall not be disclosed or otherwise used by the foresaid person.

Each Finance Party to this Agreement will not, and shall procure that its senior managers, directors, employees, affiliates, advisors and agents will not, accept any interview by any media (including but not limited to any social media) in respect of the Project or the transactions contemplated hereunder or agree to report the same.

information already known to the public (other than by reason of that Finance Party’s breach of this clause);

information disclosed in compliance with and to the extent required by competent government or regulatory authority according to laws and regulations, and the relevant disclosure shall be limited to the minimum extent as required by the competent government, regulatory authority and laws and regulations;

information disclosed in compliance with the listing rules of the stock exchange where it is listed, and the relevant disclosure shall be limited to the minimum extent as required by the listing rules of the stock exchange where it is listed;

information disclosed with the Borrower’s prior consent.

Confidentiality Obligation of the Borrower

Other Permitted Disclosure

copies of this Agreement;

any information known to that Finance Party with respect to the Borrower, this Agreement and/or the transactions contemplated thereunder;

Application for Amendments and Waivers and Consent

If the Borrower makes an application for amendments and waivers to the provision of this Agreement, the Facility Agent shall, promptly notify each Lender and request decisions to be made upon receipt of such written application and other relevant documents.

If any Lender proposes to amend the provision of this Agreement, it shall firstly notify the Facility Agent, and the Facility Agent shall promptly notify other Lenders and request decisions to be made upon receipt of the notice. Where the amendments proposed by the Lender is related to the Borrower, the Facility Agent shall copy the notice to the Borrower and negotiate with the Borrower the amendments to the provisions of this Agreement on behalf of the syndicate in accordance with the relevant provisions of this Agreement.

For amendments or waivers proposed by the Borrower or any Lender, the Facility Agent shall determine if it requires consent of the Majority Lenders or all the Lenders pursuant to the relevant provisions of this Agreement.

The Facility Agent shall complete the decision process pursuant to Clause 13.7 (Syndication Conference) upon receipt of such application for amendments or waivers from the Borrower or any Lender. The final valid voting result shall be promptly notified to each Lenders and the Borrower.

Written Amendments

Consents by the Facility Agent

any amendment made to Clause 8 (Payments), Clause 13 (Relationship among Finance Parties) or Clause 17 (Amendments and Waivers) hereof;

any amendment to or waiver of any rights of the Facility Agent under this Agreement, or imposing of additional obligations on the Facility Agent.

Notices through the Facility Agent

Methods of Notices

Delivery of Notices

if delivered in person, at the time of actual delivery;

if transmitted by email, when received in legible form;

if sent by mail, on the fifth (5) Business Day following the date of posting by registered mail at the correct address.

Change of Address

Language of Notices

Rights Accumulative

Severability

Language

Counterparts

Governing Law

Dispute Resolution

China Construction Bank Corporation, Shanghai Pudong Branch as the Facility Agent

RMB 3,500,000,000 (or the USD Equivalence) Loan Agreement dated [●]

We refer to the RMB 3,500,000,000 (or the USD Equivalence) loan agreement dated [●] entered into between Tesla (Shanghai) Co., Ltd. as the Borrower and (1) Agricultural Bank of China Limited, Shanghai Changning Sub-branch, China Construction Bank Corporation, Shanghai Pudong Branch, Industrial and Commercial Bank of China Limited, Shanghai Lingang Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as the Lead Arranger, (2) the banks listed in Schedule 1 thereto as the Original Lenders, (3) China Construction Bank Corporation, Shanghai Pudong Branch as the Facility Agent, (4) Agricultural Bank of China Limited, Shanghai Changning Sub-branch as Consulting Bank, (5) China Construction Bank Corporation, Shanghai Pudong Branch as Account Bank, (6) Industrial and Commercial Bank of China Limited, Shanghai Lingang Sub-branch as Managing Bank, and (7) Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch as Advising Bank (the “Loan Agreement”). Terms defined therein shall have the same meaning when used in this notice.

We hereby:

notify you that we request to draw from the Lenders an Advance subject to the terms and conditions set out below and provided in the Loan Agreement.

Amount of the Advance: [RMB [●] / USD [●]]

Proposed Drawdown Date: [●]

Interest rate: [●]

pursuant to the Loan Agreement, the drawdown and payment of this drawdown shall be made in the [●] manner below:

Entrusted payment by the Lenders. We authorize and entrust you to pay the following Advance, which is in aggregate amount of [RMB [●] / USD [●]], to the Loan Account, and then immediately transfer such amount to the Borrower’s Counterparty Accounts as follows directly; for details

Independent payment by the Borrower. We authorize and entrust you to pay the following Advance to the Loan Account, which is in aggregate amount of [RMB [●] / USD [●]]; the major purpose is: [●].

The terms and conditions of the Loan Agreement shall be deemed as included herein and shall constitute an integral part of this notice.

The Transferring Lender and the Transferee Bank hereby agree to the Transferring Lender transferring to the Transferee Bank the rights and obligations referred to in the appendix in accordance with Clause 14 (Transfer) of the Loan Agreement.

The proposed date of transfer is [●].

The Lending office of the Transferee Bank is listed in the appendix.

Clause 14.4 (Effecting a Transfer) to Clause14.8 (Further Limitation of Liabilities of a Transferring Lender) of the Loan Agreement shall constitute an integral part of this certificate and binding on the Transferee Bank.

This Transfer Certificate is governed by the laws of the PRC (for the purpose of this certificate, the laws of PRC shall not include the laws of Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Region).