In addition
to factors previously disclosed in Tesla's and SolarCity's reports
filed with the U.S. Securities and Exchange Commission (the «SEC») and those identified elsewhere in this document, the following factors, among others, could cause actual results
to differ materially from forward - looking statements and historical performance: the ability
to obtain regulatory approvals and meet other closing conditions
to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the operations of Tesla and SolarCity and the ultimate ability
to realize synergies and other benefits; business disruption following the transaction; the availability and
access, in general, of funds
to meet debt obligations and
to fund
ongoing operations and necessary capital expenditures; and the ability
to comply with all covenants in the indentures and
credit facilities of Tesla and SolarCity, any violation of which, if not cured in a timely manner, could trigger a default of other obligations under cross-default provisions.