ChamathPalihapitiya Presentation

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DISCLOSURES

THE OPINIONS EXPRESSED IN THIS PRESENTATION, WHICH IS BEING PROVIDED ON A CONFIDENTIAL BASIS, ARE CURRENT OPINIONS OF SOCIAL CAPITAL AS MAY 8, 2017 ONLY, AND MAY CHANGE AS SUBSEQUENT CONDITIONS VARY. ANY PROJECTIONS, MARKET OUTLOOKS OR ESTIMATES IN THIS PRESENTATION ARE FORWARD LOOKING STATEMENTS AND ARE BASED UPON CERTAIN ASSUMPTIONS. OTHER EVENTS WHICH WERE NOT TAKEN INTO ACCOUNT MAY OCCUR AND MAY SIGNIFICANTLY AFFECT RETURN OR PERFORMANCE. ANY PROJECTIONS, OUTLOOKS OR ASSUMPTIONS SHOULD NOT BE CONSTRUED TO BE INDICATIVE OF THE ACTUAL EVENTS WHICH WILL OCCUR.

THIS PRESENTATION MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AS AMENDED. BECAUSE SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM ANY EXPECTATIONS, PROJECTIONS OR PREDICTIONS MADE OR IMPLICATED IN SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE THEREFORE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.

IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED IN THIS PRESENTATION, INVESTORS SHOULD BEAR IN MIND THAT PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT ANY ACCOUNTS MANAGED BY SOCIAL CAPITAL WILL ACHIEVE RESULTS COMPARABLE TO THOSE OF ANY PRIOR OR EXISTING FUND. RECIPIENTS SHOULD NOT ASSUME THAT SECURITIES IDENTIFIED IN THIS PRESENTATION, OR OTHERWISE RELATED TO THE INFORMATION IN THIS PRESENTATION, ARE, HAVE BEEN OR WILL BE, INVESTMENTS HELD BY ACCOUNTS MANAGED BY SOCIAL CAPITAL.

THESE MATERIALS DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT AN INVESTOR MAY DESIRE. THESE MATERIALS ARE MERELY FOR DISCUSSION ONLY AND MAY NOT BE RELIED UPON FOR MAKING ANY INVESTMENT DECISION. THE INFORMATION PROVIDED HEREIN MAY BE MODIFIED OR SUPPLEMENTED AT ANY TIME.

INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS PRESENTATION OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM SOCIAL CAPITAL OR ANY OF ITS REPRESENTATIVES OR AFFILIATES, AS LEGAL, TAX, OR INVESTMENT ADVICE.

THIS PRESENTATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY WHICH MAY ONLY BE MADE AT THE TIME A QUALIFIED OFFEREE RECEIVES A CONFIDENTIAL PRIVATE OFFERING MEMORANDUM OR CONFIDENTIAL EXPLANATORY MEMORANDUM (EACH, AN “OFFERING MEMORANDUM”) DESCRIBING THE OFFERING AND RELATED SUBSCRIPTION AGREEMENT AND IN THE CASE OF ANY INCONSISTENCY BETWEEN THE DESCRIPTIONS OR TERMS IN THIS PRESENTATION AND THE OFFERING MEMORANDUM, THE APPLICABLE OFFERING MEMORANDUM SHALL CONTROL. THIS PRESENTATION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENTATION, INCLUDING THE RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST DISCLOSURES SET FORTH THEREIN. AN INVESTMENT IN ACCOUNTS MANAGED BY SOCIAL CAPITAL IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

WHILE ALL THE INFORMATION CONTAINED IN THIS PRESENTATION IS BELIEVED TO BE ACCURATE, SOCIAL CAPITAL MAKES NO EXPRESS WARRANTY AS TO THE COMPLETENESS OR ACCURACY NOR CAN IT ACCEPT RESPONSIBILITY FOR ERRORS APPEARING IN THE PRESENTATION. IN PARTICULAR, CERTAIN FACTUAL INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES AND SOCIAL CAPITAL HAS NOT INDEPENDENTLY VERIFIED SUCH INFORMATION

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DISCLOSURES

SLIDE 5:

LOGOS PRESENTED REPRESENT THE PAST EMPLOYERS OF SELECT PAST AND PRESENT EMPLOYEES, ENTREPRENEURS IN RESIDENCE AND BOARD PARTNERS OF SOCIAL CAPITAL.

SLIDE 8:

40% INCEPTION TO DATE ANNUALIZED RETURN, THE INCEPTION TO DATE ANNUALIZED RETURN PRESENTED REPRESENTS THE RATE OF RETURN ON AMAZON FROM ITS MAY 3, 2016 CLOSING PRICE TO THE CLOSING PRICE AS OF MAY 1, 2017.

SLIDE 62 & 63:

2021 (1.25%) AND 2022 (2.375%) AND $360 AND $327 CONVERSION PRICE, REPRESENTS THE ANNUAL INTEREST RATE ON TESLA’S CONVERTIBLE SENIOR NOTES BASED ON MATURITY DATES OF 2021 AND 2022, ALONG WITH THEIR CONVERSION PRICE. TO LEARN MORE ON THE CONVERTIBLE SENIOR NOTES, PLEASE REFER TO THE PROSPECTUS, WHICH CAN BE FOUND ON HTTPS://WWW.SEC.GOV/ARCHIVES/EDGAR/DATA/1318605/000119312517086226/D535687D424B5.HTM.

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To advance humanity by solving the

world’s hardest problems

4

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We are technologists and

entrepreneurs who have helped build

and scale many of today’s best

companies:

5

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10x in 10y

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ITD: +40%

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So far, so good

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Let’s talk about a controversial

company

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Model S: gobbling up market share

12 4% 18% 17% 25% 32% 2012 2013 2014 2015 2016

Model S Luxury Sedan Market Share

Model S Luxury Car Market Share

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Model X: gobbling up market share

13 1% 3% 6% 6% 8% 9% Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

Model X Luxury SUV Market Share

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Model 3: 400,000 deposits = $16bn

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Model 3: already impacting

incumbents

142k

141k

106k

--

--400k

2014

2015

2016

BMW 3 Series US Sales

Model 3 Deposits

15

BMW 3 Series

Demand

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But…

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Selling cars today is just a start

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Selling pickups and semis tomorrow

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Autonomy and fleets in the near future

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“Please note that using a

self-driving Tesla

for car sharing and ride hailing for friends

and family is fine, but doing so

for revenue purposes will only

be permissible on the Tesla Network

, details of which

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Acquired SolarCity

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Building multiple Gigafactories

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Building machine that builds machines

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Sustainable energy independence

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And that’s just through Q1 2017

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These are all extremely capital

intensive

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~$20bn+ capex

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So we modeled the business…

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#REF!

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Product and technology first

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Step 1:

Launch a revolutionary product

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Step 2:

Sell into a fragmented, undifferentiated

market

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Step 3:

Expand product scope + vertically

integrate

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Semis

(2010+)

Software

(2007+)

Retail

(2007+)

Developer

Platform

(2008+)

OTA OS

Upgrades

(2012+)

Payments

(2014+)

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Step 4:

Expand into adjacent markets

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Result:

Redefine the market

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Commanding share

4% 11% 19% 23% 29% 36% 35% 41% 47% 44% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Global Unit Market Share (Phones > $300)

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Pricing power

42 $703 $712 $686 $669 $680 $716 $689 $376 $358 $320 $276 $237 $215 _$212 2010 2011 2012 2013 2014 2015 2016

Smartphone ASPs

AAPL Rest of industry

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And all the profits

15% 46% 61% 68% 73% 78% 73% 92% 92% 104% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Global Smartphone Profit Share

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10x in 10y

$73B $190B $625B $723B $754B D e c-06 M ar -07 Ju n -0 7 S ep-0 7 D e c-07 M ar -08 Ju n -0 8 S ep-0 8 D e c-08 M ar -09 Ju n -0 9 S ep-0 9 D e c-09 M ar -10 Ju n -1 0 S ep-1 0 D e c-10 M ar -11 Ju n -1 1 S ep-1 1 D e c-11 M ar -12 Ju n -1 2 S ep-1 2 D e c-12 M ar -13 Ju n -1 3 S ep-1 3 D e c-13 Mar -14 Ju n -1 4 S ep-1 4 D e c-14 Mar -15 Ju n -1 5 S ep-1 5 D e c-15 M ar -16 Ju n -1 6 S ep-1 6 D e c-16 M ar -17

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Step 1:

Launch a revolutionary product

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Step 2:

Sell into a fragmented, undifferentiated

market

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NA market share by model

Ford F - Series PU 5% Dodge Ram PU 3% Chevrolet Silverado PU 3% Nissan Rogue 3% Toyota Camry 2% Honda CR-V 2% Toyota RAV4 2% Honda Civic 2%

Toyota Corolla / Matrix 2% Nissan Altima 2% Ford Escape 2% Honda Accord 2% Hyundai Elantra 1% Ford Explorer 2% Chevrolet Equinox 2% Nissan Sentra 1% Jeep Grand Cherokee

1% Ford Fusion 1% Chevrolet Cruze 1% GMC Sierra PU 1%

Rest

60%

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Step 3:

Expand product scope + vertically

integrate

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Battery

(2012+)

Software

(2012+)

Manufacturin

g

(2012+)

Autopilot

(2015+)

Retail /

Charging

(2013+)

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Step 4:

Expand into adjacent markets

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Result:

Redefining the market?

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TSLA on the same path as AAPL

$2 $8 $19 $3 $9 $24

v1

v2

v3

Sales ($bn)

iPhone

S / X / 3

Sales ($bn)

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0.13%

5%

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

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Tesla can take 5% of the global auto

market

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The business of selling cars

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Global Car Units (mm)

% TSLA Market Share

TSLA Units (mm)

Average ASP

Average GM%

Average GP per Car

Gross Profit ($bn)

Operating Profit ($bn)

EBIT Multiple

TSLA Auto Enterprise Value

($bn)

80 5%

4 $50,000

20%

$10,000

$40

$28

12x

$336

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Selling cars: $336bn (7x)

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Plans and investments for:

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Autonomous cars

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Transportation as a service

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Energy generation

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Energy storage

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How can we participate in another

potential 10x in 10y?

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How can we share in the upside but

protect downside?

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2022 Convertible Bonds

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2.375% and $327 conversion price

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No money lost as long as Tesla is worth

at least $15bn

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And all the upside above $327 per

share

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