"Pressure to catch up 7 years? to Google 9/18/15 John Bares Uber Engineering Manager - Bares' September 18, [2015] notes Rush to laser team really strained on trying to ?gure out best sensor set while also keeping up progress on so many other fronts My strain Uber bureacracy setting in (HR. Recruiting. IT) Building budget with no bounds. worried about losing our culture; but need to move on Increasing pressme to catch up 7 years and deploy 100K cars in 2020. Every pull back seems to re?ect pooriy on me. 11mm swam-m rm Mum-m Trial Exhibit3? CHEM 1111 mn- [MIL-sued $5,213: T341667. Page of 62 A TX 367 Uber Was Unable to Close the "Huge Gap" with Google in Driverless Car Technology 5/13/16 From: left Holden uhr?lubemom] Sent: #133016 3:38:03 PM To: Travls [travis@uber.cam] Sublets: Fwd: Zoom: Moblle?ve From: Jeff Holden [jh@uber.com] gag-,5, Sent: 5/13/2016 3:38:03 PM To: Travis Kalanick [travis@uber.com] J-m renal-m Subject: Fwd: Zoom: Mobileye may: Here's the note to Drew I mentioned in my previous email to you. Inthatlight ass: I 0 I'm *definitely* open to delaying that, but my worry is just the capability gap - we started from a huge gap with G, and I think we've all been sobered by how hard it is to close that gap, even with ch Fm exceptional effort. I worry that if we allow another such gap to open, we'll ?nd ourselves seriously compromised down the road. lights}. (Drew, if you want to mice that argument. I'ri-r totally down to dismiss?. but I?ve been under the you agree on this point.) '0 - Mubill: Eve Introduocsatwisl 11m: in in can?i mticallvincu it into ours [cm in 0 We should *not* have CV in the critical path; we should double down on laser (which means refocusing the current team on laser). HIGHLY CONF A TX 4481 Kalanick Contacts Levandowski to Discuss "Selling a Non-Existent Company" October 2015 MEMORDANUM MEMORDANUM To: John Gardner TO: JOhn Ga I'd From: StrorFriedberg Date: April2.2016 From: Stroz Friedberg Re: DRAFT Summary Interview of Anthony Levandowski On March 22 and 23. 2015. Mary Fulginitl. Melanie Maugerl. and Hanle'y Chew Interviewed ate - Anthony levandowski at the ottices of Stroz Friedberg on 101 Montgomery Street. Suite 2200. San Franci?to. California 94104. On April 1, 2016. Mary Fulginiti anti Henley Chew conducted a follow~up interview of Levandowski via telephone. Re: DRAFT Summary erview of Anthony Levandowski Anthony stated that he began working forGoogle on April 9, 200? when Google acquired Vutciol, a company founded by Levandowski, [Multiple Names Redacted], which specialized in mapping technology. Following the acquisition, all of the founders joined Google. Vutool became Google?s Street View Project, which is a technology that provides a panoramic View of streets for Google Maps and other apps. Documents and Training in October 2015, Kalanik contacted Levandowski directly. They met and discussed robot cars. invention, nondisclosure. non-solicitation, anc Kalanik indicated that Uber did not want to be a customer and instead wanted to be more 8 . DP 8 longer working at Google. He also recalled th . . . involved in Levandowski?s new venture. Kalanik talked to Levandowski about buying the robot regarding confidentiality or non-solicitation. vehicle technology. Levandowski and Ron went to Uber after this meeting and discussed selling which was attached to a February 1. 2016 lett a nonexistent company. Poetscher and McClendon were present at this meeting. it was at this sard documents. They are attached hereto as At the time that he started workln for It .5. .555. pm nt hat Levandows I irst serio usly cons ide red leav in Google.? [Redacted] was his superuisur. Levandowski's From 2008 through 2009, iworke aerial imagery collection. In 2008, he also setup operations in Mountain View and India to help 1 I'm-mel ?i CON FIDENTIAL UBERDEIM 2509 Page 1 WA TX 7111 Levandowski Downloads 14,000 Waymo Proprietary Files The Same Day He Meets with Uber 12/11/15 . 12/11/2015 8:50:11 PM Brian Mc?Clendon Notification: Newco meeting with Anthony Lior (con?rmed) Fri Dec 11, 2015 1pm - 2pm {bam@uber.com) i From: Google Calendar When Fri Dec 11, 2015 1pm 2pm 'Peeifie Time Where SF 4th-Tampa (5) (11139) Calendar bam@u ber.corn Wise -- Cameron . bam@uber.com . nina.qi@uber.com . Emil Michael anthonle2015-12-11, TortoiseSVN was installed, and 14k+ files were downloaded from Waymo?s SVN. A TX 259; TX 2260 Kalanick Wants and "Pound of Flesh? as Part of Newco Deal 12/22/15 . - Bares? notes of December 22, 2015 meeting with Kalanick ?more Mn] "1me Mm mum. ll?hbm l?l? mun?gamma ?nl Mnm4lIlbInx?L' Enron-?am m'ndsu-amg-n-nngaMgm ?mum?w. ms mun-nun 3:.me TK what we want Ion-luhuh nan -m?muw?whmh?hm Inch-?ecliptic? m1 mum-19m alumni-I1 coast-mum all-com nutmvmumhn-WIMI all of their data CunnMWawwhuMWNh-?wwam wrap-mum - I HIGHLY EYES ONLY mm Tx-m?m. Page 1 0127 A TX 170 Uber's Notes from the Jan. 3 Meeting With Levandowski: "Laser is the Sauce", Laser" is "Critical to AV Success - No Clear Substitute" ELM Message mi? From: Jeff Holden (via Google Docs) Sent: 1/5/2016 12:37:32 AM To: travis@uber.com CC: bam@uber.com; cameron@uber.com Subject: NewCo Plan Invitation to edit mm [j Context 0 Plan is to pull Anthony and team into Uber instead of working with them as a separate company. Naif?: 0 Possible Outcomes citizen?? I Super Duper (Uber Super Duper or USD, so could code name I Laser is the sauce (AL laser ends up being critical to AV success - no clear substitute) HGMY CONFIDENIIN. Al magma. ?-4174, Page 2 of 5 WA TX 262; 4174 Levandowski Accesses Google Proprietary Information Hours Before Meeting with Uber 1/4/16 On Mon, Jan 4, 2016 at 1:19 PM, Jeff Holden wrote: more details )2 NewCo meeting wlAnthony When Mon Jan 4, 2016 5pm - 6:30pm Pacific Time Where SFO 1455 Market - 05th The Street (12) Calendar bam@uber.com Who - Jeff Holden - organizer we.? . Travis Kalanick - Exhibit to Supplemental Report of lambertus Hesselink, A 1 hates Beg Bates End File System Last accessed DateTlme '7 35819 Asrnt'n'lblv?ir Procedure.PDF 711 1/2015 0:40 IT BBR update-PDF 778/2015 14:19 '2 Sensing Brainstorms - Motivating Cases and ImplicationleLSX 1/4/2016 12:21 i Google Fiber Laser for Lidar.PDF 31212016 16:30 6 BBR_PDR_Presentation.PDF 3/2/2016 16:30 WAYMO new-?was __1_2_smoz_a_000165297 smoz_n_000155297 9121120152053 13 smog; are/20:60:52 Sensing Brainstorms - Motivating Cases and Implications.XLSX 1/4/2016 12:21 TX 809; TX 3758 Levandowski Again Downloads Numerous Waymo Proprietary Files the Same Day He Meets with Uber 1/4/16 On Mon, Jan 4, 2016 at 1:19 PM, Jeff Holden wrote: . more details . NewCo meeting w/Anth?ony When Mon Jan 4, 2016 5pm 6:30pm Pacific Time Eli/here SFO 1455 Market - 05th The Street (12) (mag) Calendar bam@uber.com - Jeff Holden - organizer minim-Inn . KalaniCk - AL A 1/4/2016 8:27:08 PM anthonyl PBR Intensity Calibration 1/4/2016 8:27:46 PM anthonyl Extrinsic Calibration 1/4/2016 8:28:35 PM anthonyl Tx and Rx tuning Instructions 1/4/2016 8:30:10 PM anthonyl Assembly Flowchart SOP 35 1/4/2016 8:30:22 PM anthonyl TBR TESTING STATION A TX 809; TX 5031 Levandowski Again Downloads Highly Confidential Waymo Information on the Same Day He Meets with Uber 1 /1 2/1 6 From: Cameron [cameron@uber.com] Sent: 1/12/2016 8:18:13 PM To: Emil Michael Jeff Holden Brian McClendon [bam@uber.com] CC: Nina Qi [nina.qi@uber.com] Subject: Newco Sounds like Jeff/BAM/Bares convo with AL went well; I'll let Jeff or BAM post further. AL A 201 6-01 ~11 18:44:17 anthonyl Chauffeur TL weekly updates - Q4 2015 fun-uh? WA TX 394; TX 5031 Bares' Meeting with Levandowski to Discuss I His "Dream Case Long Range Laser? 1/12/16 Faun: Soon 58m: Tm, Januaryr 12, 2016 6:22 PM To: John Batu Sum RE: laser dream (time critical) Gladt ThinIu' From: John Bares Sent: Tuesday, January 12, 2016 8:09 PM waist To: Scott Boehmke 12 dz: Subject: Laser dream (time critical) Hi Scott- 106?" poi I am in SF working something that I can't talk about (wonderful, huh). In shot Il'lol I am trying to SWAG a dream case long range laser. 9mm: Slnt'l Ta' 5: Can you give me comments on all these numbers. Really want to hear your input But this is what would we really want if we could get it. HIGHLY CONFIDENTIAL - EYES ONLY ?(-0459, Pagezofa A TX 459 Advice On Legal: Tell Them We Are Going TO DO It. Ask How To Minimize Risk, Minimize Pain? 1/21/16 - Bares? notes from January 21 meeting at Uberi lull-?mam mmwwuphu,vunhu-mu mailman-mum Imagining-1b". IV. .m-snkd ?3'0th Lum- 21 Jar Masha; 1K. Emil. Cam. Bam (no Hakim - on plane) starts off with the premise a! me deal JB and SAM make the case 8AM believes laser wil be uiucaly walegic MID wa moo the best salary cause tor us 0: a! has! very elm mponenl 0! safety case TK's advice on legal: to! Ihem we are gong to do it. ask how to mirwniza risk. minimize pan Humbug-"mu mumWlitwimwnulmI-Imduwnl Ipmu HIGHLY CONFIDEN TIAL EYES ONLY UBER00060331 ?-0170, Page 11 of 27 A TX 170 The factor" for Uber Was That Levandowski And His Team "Has In Their Heads" 1/25/16 Message John Bart's [bdrt??luhomlcxun] SIM: 13:25:19 PM To: Cameron Poeludler Ica muon?ubermm] CC: Travis Kalanick ltravis?uber.mmj: Emil Michael [?nilwuhenwm]; Jeff Haida? uh@ubel.com] mom?s-m: i Message From: John Bares [bares@uberatc.com] Sent: 1/25/2016 10:25:19 PM To: Cameron [ca meron@uber.com] CC: Travis Kalanick Emil Michael Jeff Holden ?h@uber.com] One last ?toughl. Let's assume 8] at Joe's RSUs are MIWW. Once Joe has name In Uber. what it? want him Mn tnhumrrn?l M?Amtwmihln 1) In the beige box is the rough RSUs that we would give to strong engineer hires today. With the exception of Anthony who would probably be higher than this scale, my sense is that each of his team would ?t into one of these three buckets. Now of course the factor is that with NEWCO we get a team that knows each other, has IP in their heads, has solved our problem before, etc. Mull sum Dimriu (?uun Mutation-i. Trial Exhibit 2?73 on No Jclt-cvmn-mn untamed CONFEDENTIAL EYES ONLY UBER00071530 T343273, Page 1 at 1 WAYMO TX 273 Participants: SOUICH Message: Start Time: 2f13/201E 3:39:09 Last Activity: 3/21f2016 11:00:56 Time Stamp: 9:02:59 TIE-1 [12?5. Page 1 34 TX 10275 Participants: Scurcc: iMcssagc: Start Time: 2/13/2015 8:39:09 Lact Activity: 11:00:56 Time Stamp: 9:03:24 AMchm) CGN TIE-5460. Page 411? 1 TX 5460 (Gwner} 'tart T?jm3: BEEF LB 1?1} 93 l- I'll I'JJIr-mnu Trial Exhihi15472 I. 1-: Ill I. Tit-5472, Page 1 of 3 TX 5472 Board Presentation Rationale for Deal Project Zing Review April 11, 2016 Consumer] Lasers - Lasers are critical to Uber?s AV development, and Ottomotto is expected to de?risk our current laser approach - Ottomotto could signi?cantly enhance our overall AV efforts and potentially accelerate current timelines a; TX-0910, Page 1 of 7 A 0 TX 910 Board Presentation Structure of Deal Project Zing Review April 11, 2016 ?100k upfront cash 4- up to shares of Uber restricted stock, totaling up to based on Series price of $48.77 - Vesting of restricted stock tied to achievement of technical milestones, 20% tied to laser milestones and 80% tied to overall AV success* - Minimum of 25 engineers to join Uber (could be as many as 50?100) HIGHLY CC Uber will indemnify a minimum of 5 key employees and Ottomotto for speci?c claims from former employers (639. IP. non-solicit), subject to certain restrictions and limitations A TX 910 "It is war time.? -- Priority from Kalanick to Find And Use "Cheat codes" 4/28/16 - Bares? April 28 notes on "Top Priorities from lTop Priorities from TK redirect (28 April 2016) Cheat codes. Find them. Use them. Maw '3 .. lTone the golden time is over. it is war time. what are smart risks that we can take today? (how to reduce the downside of a risk) thinking through outcomes helps to reduce risk we need to celebrate the moment of moving past the golden time going slower is NOT an option anymore can't be attached to the past (no sacred cows either) get into the mode of "listening to the world" lots of data collect, bugs, triage, roll too slow and "poof", we are gone there are rules that separate order and chaos. Need to understand those rules. focus on the troubling indicators and fix them, rather than enjoying the positive ones and relaxing DO NOT upgrade the car at the cost of slowing down development of the stack top-down vs bottom up. In each area what do we need to do to win. Then figure out how to get there. crisp goals to unique people. Crisp rules. KILL the word "general" general solutions fix exactly what you see is broken and just that. ok to set closer goals, but don't lower longer goals Reality that matters is catching up. This is the only reality that matters. A TX 682 Kalanick "wants AL to allow us to leapfrog" 4/28/16 - Bares? April 28, 2016 notes of a "Jam" with Kalanick . io. ram-M. .. palm.? . "mam M: TK Jam on how to move faster M: wants AL to allow us to leapfrog unal- mumamuue MW hal'qun?l mm mm lat-5m um um -wI-wulam1 u_ Sap: was-.dull? - 'l'lO?lNh?) ll?h GMV I Shun {'wll Nunhcm rmiadcmm. Trial Exhibit (:82 35 8mm? CM No. Euler-a! (2) 1.4. ann) Clark 3 T300632, Page 1 of 33 A TX 682 Uber: "war for self-driving is truly existential for Uber" 55.? From: Jeff Holden [jh@uber.com] Sent: 5/13/2016 3:38:03 PM To: Travis Kalanick [travis@uber.com] grill-.513? Subject: Fwd: Zoom: Mobileye can To:DrewB Hes-again- Here's the note to Drew I mentioned in my previous email to you. li?ii??i': l.c1rn::slu LEilZ?iJ??ii 2:132:35 Let me start, though, by making the point that all the thrash and discussion over the past few weeks is about 3 yon in 1113.1 light trying to get to the right answer. This war for self-driving is truly existential for Uber: we'll either start up our 33:33:23" second curve of growth or we'll die. There might be in-between cases, but it's definitely easy to see how the down on an . extremes could play out. So this is extremely important to get right, and in line with our Meritocracy Toe at}; Stepping value, we ruthlessly seek truth, and ask everyone to focus 100% of their creative and problem?solving energy on that. Tl?: mas! 0 We a For uvv nun. . u. my y?uu. nu an [hp rurrpm nn Imr] . We have two story arcs: the battle and the war. 0 The *battle* is about what we need to do to get ourselves into a sufficiently competitive position before December that doesn't walk away with the crown for future of ride sharing. It's about establishing beach heads, being in the game in a credible way. - The *war* is the long-term defeat ofG and others so we afford ourselves the opportunity to extend our massive scale business into the future. This will be about who gets NSD self-driving to scale ?rst. HIGHLY CONF A TX 4481 Uber?s Lawyer Levandowski Had Disks With "Everything You Need To Create A Self-Driving Car" From: Tale. Eric: Alum Sent: Wednesday. March 23. 2015 6:51 PM To: Tale, Eric Aklra Subject: 81m? Day 2 Download by Stm: with OM {Amrinraliy and Bentley) EAT anns Hanley, Mary, Eric A. 1. Finished at Tall) pm. 2. Finished with A. Did not give him back his laptop. A will talk to his lawyer to come- up with a remediation plan. We did confirm with A orally in the interview that he did not up with Newer: at all. He only accessed the emails through the web. Con?rmed that the Gnogle related malls {10005 of them most recently 2014]. User can From: Tate, Eric Akira Sent: Wednesday, March 23, 2016 8:51 PM To: Tate, Eric Akira Subject: Stroz Day 2 Download by Stroz with OMM (Amdursky and Bentley) - EAT Notes late. A left that meeting with an unspoken understanding that he should delete It. It was live disc: that were shredded. no not know if he accessed any of the discs since he left Former Employer. Think it was several years ago. at least a year or longer. A had not given awe?; to anyone else. it also destroyed the box 0i stu? 3. DD. A went into great detail. Had regular status meetings with Unicorn. Three minute discussion. Prior to it, A 5. .-. was collecting any Former Employer information, property at home. He found some discs that had highly confidential information (source code, design software) everything you need to create a self?driving car. 425 Mi E-lil'lal'l From: Tate. Eric Mira Sam: Tuesday, March 22, 2016 mm PM To: Tate, Eric Mira 5m: Day 1 Download by Sim: with OMM {Amdulsky and Benhey} . EAT Nata Nahum Denial dill-liken: Trial Exhibit 501.1 mm FMHM In CONFIDENTIAL UBER00324103 Tit-5073. Page 1 of 7 A TX 5073 Uber's Head of ATG Said One Day with Levandowski Could Save Months of Work (At $20 Million/Month) - Bares? December 20, 2015 Notes in Advance of Levandowski Meeting Anlhony Levanoo?ak; I The chess game AL dearly we; mnnected. smart. nib-Named and art-wan to move autonomy to the marl-Lemme he has autmomy his mood. he would bring {filtered} acme abom What to 1n; and not try. that is a day him and our team could save us months towards 2020 (month run ran-3;. not? A. 'n nu mm Hilda "my sum. mum ram Nnnhe?l qu?u Trial Exhibit 17") u? 1.17 HIGHLY CONFIDEN TIAL ATTORNEYS EYES ONLY T300170, Page1 of 27 A TX 170 Ottomotto Ballparked Acceleration Value at Several Hundreds of Millions To: Lior Ronilioron@gmail.com] 33153;??335 From: Lior Ron Sent: Sat 1/2/2016 6:49:46 AM Importance: Normal ??lm Subject: link WW Received: Sat 1/2/2016 6:49:46 AM structures: connect on concrete vision: - help Uber win the self driving race value: accelerate: year, cut at least a year, probably more accelerate - reduce capital cost to compete with in the meantime - few $100Ms on top - 3 11-4313, Page 1 0H A TX 4313 Present Value of "Incremental EBIT Contribution" Between $836 Million to $3.9 Billion PV of Incremental EBIT Contribution Outwei hs NewCo?s ui Com ensation $5.000 $4.000 $1,690 .5 $2.000 $1.000 . $1'585 $0 . Rubicon Model Rubicon Model Multiples approach (Baseline Coverage) (Optimistic Coverage) WAYMO TX 299