EXHIBIT 9 

FILED UNDER SEAL 

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PROJECT ZING 

Draft Term Sheet 

Date: 5:00 PM PSI; Februmy 22, 2016 

This term sheet (the "Term Sheet") is a summary of certain indicative terms of a proposed acquisition of 

Ottomotto Inc., a Delaware corporation (the "Company"), by 

Transaction Parties: 

Structure: 

(together with its affiliates, "Unicorn"), as further described herein. 

• Company 

• Unicom 

• Uber 

It is understood and agreed that Uber, in addition to Unicorn, will be a party 

to the Put Call Agreement for purposes of guaranteeing the obligations of 

Uber and Unicorn under the Put Call Agreement (e.g., indemnification, 

representations and warranties, agreements regarding closing conditions, 

obligations to fund operating plans and budgets, etc.). In accordance with the 

preceding sentence, references to Unicorn in this Term Sheet shall also be 

deemed to include references to Uber in all such contexts. 

Unicorn will directly or indirectly acquire 100% ownership of the equity 

securities of the Company based on the transaction structure and other terms 

and conditions set forth in this Term Sheet (the "Transaction"). 

As of or promptly following the date hereof, the Company holds both (i) the 

business of the development or commercialization of consumer autonomous 

vehicles and related services (the "Consumer Business"), and (ii) the 

Trucking Business (as defined in Exhibit D). Foiiowing the consummation of 

the Transaction, the Company will be a direct or indirect wholly-owned 

subsidiary of Unicorn. 

Prior to signing the Put Call Agreement (as defined below), the Company 

will (i) designate two series of units in order to achieve the parties desired 

economics regarding the allocation of (x) the Milestone RSUs (as defined 

below) with respect to the Consumer Business and (y) the Trucking 

Company Pool (as defined below) with respect to the Trucking Business, (ii) 

form a new Delaware limited liability company that operates the Trucking 

Business (the "Trucking Company"), or (iii) mutually agree with Unicorn 

on another transaction structure that achieves the same desired economics 

and has substantially similar tax consequences (including a structure 

whereby a separate put call arrangement exists for each of the Company and 

the Trucking Company) (an "Alternative Structure"). If the Trucking 

Company is formed, all intellectual property related to the Consumer 

Business will be transferred from the Company to, and be held by, the 

Trucking Company, and the parties will mutually agree to adjust the 

transaction structure as necessary to ensure that the Transaction includes the 

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Consideration I 

acquisition of the Trucking Company (in addition to the Company). 

Prior to signing the Put Call Agreement, Unicorn will complete all of the due 

diligence in accordance with Exhibit C. Subject to any Alternative Structure, 

the Transaction shall be structured as follows: 

• As promptly as practicable after the date hereof, Unicorn and the 

Company will enter into a definitive Put I Call Agreement (the "Put 

Call Agreement"). 

• Either attached to the Put Call Agreement will be an acquisition 

agreement (which will provide for a stock purchase, merger or other 

transaction structure mutually agreed by the parties, whereby 

Unicorn acquires 100% ownership of the equity securities of the 

Company) in a form mutually agreed upon between the parties or the 

Put Call Agreement will itself be an acquisition agreement (in either 

- The parties shall have the ability to update the 

Acquisition Agreement in good faith as mutually agreed upon based 

on changes to the structure of the Transaction. 

• Subject to any Alternative Structure, at any time from (i) February 

28, 2017 until (ii) March 31, 2017 (such date, the "Put Call End 

Date"), (x) the Company shall have the right, subject to the below, 

to cause Unicorn to execute the Acquisition Agreement and 

consummate the Transaction (the "Put"), subject to the "Closing 

Conditions" set forth below, and (y) Unicorn shall have the right, 

subject to the below, to cause the Company to execute the 

Acquisition Agreement and consummate the Transaction (the 

"Call"), subject to the "Closing Conditions" set forth below. 

• Unicorn and the Company shall consummate the Transaction (the 

"Closing") as promptly as practicable after the exercise of the Put or 

the Call (as applicable); 

• 

At the Closing, Unicorn will pay the Company a mutually agreed upon 

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Employment 

Arrangements: 

Put I Call Closing 

Conditions: 

amount that is no greater than - (such amount, the "Cash 

Consideration") for 100% of the equity securities of the Company -

Additionally, at the Closing, employees of the Company who accept 

employment offers with Uber will receive: 

• Base salary in accordance with Uber' s customary practices; and 

• In the aggregate, a pool of restricted stock units of Uber 

Technologies, Inc., a Delaware corporation ("Uber") with respect to 

shares of Uber's Common Stock ("RSUs"), which shall be allocated 

by the Company in accordance with, and which shall be determined 

in accordance with, the terms set forth in Exhibit A 

After the date hereof, the parties and their respective counsel will explore in 

good faith alternative mutually beneficial transaction and compensation 

structures (i.e. earn-outs for the Trucking Company Pool, restricted stock, 

formation of trusts, etc.) with the objective of being tax-efficient for the 

employees and stockholders of the Company. 

Anthony Levandowski's employment agreement with Uber shall provide that he 

shall report to Jeff Holden. 

The exercise of the Put by the Company will be subject to the Company 

providing to Unicorn an officer's certificate certifying the satisfaction of the 

following conditions (the "Put Conditions"), which such Put Conditions 

shall also be satisfied immediately prior to the consummation of the 

• A customary bring down of representations and warranties with 

respect to the Company and stockholders (if applicable depending on 

the structure) set forth in the Put Call Agreement and/or Acquisition 

Agreement, except as would not have a material adverse effect (other 

than certain fundamental representations and warranties, which will 

be brought down to a more stringent standard as mutually agreed by 

the parties in definitive documentation); provided, that, other than (i) 

with respect to fundamental representations and warranties or (ii)• 

• Except as explicitly set forth in Exhibit C, all of the covenants of the 

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• 

Company and stockholders (if applicable depending on the structure) 

in the Put Call Agreement and/or Acquisition Agreement shall have 

been performed and/or complied with in all material respects; 

• No material claims or litigation with respect to the Company, 

including without limitation the Company's intellectual property 

(including claims of infringement or misappropriation of any 

intellectual property of any third party) or with respect to any of the 

Key Employees; 

• All governmental approvals or authorizations with respect to the 

Transaction (including HSR, if required) have been obtained; 

• No (i) injunctions prohibiting the Transaction or (ii) legal 

proceedings brought by governmental entities prohibiting the 

Transaction; 

• The Company has not received capital, financing or other funding 

from any third party other than (i) Unicorn or (ii) employees of the 

Company, including the Key Employees; 

• Unless mutually agreed by the parties, execution and delivery to 

Uber (and non-revocation) by.employees of the Company (which 

such .employees shall include all of the Key Employees) (i) an 

employment offer letter on terms and conditions acceptable to Uber, 

which such offer letter will include, among other things, base salary, 

benefits and equity incentive grants (with customary vesting terms 

over four years beginning on employee's start date at the Company) 

in accordance with Uber's customary practices), and (ii) Uber's 

standard form of employee proprietary information and inventions 

assignment agreement; 

• Receipt by Unicorn of any material third-party consents (if any) 

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mutually agreed between the parties; and 

• Other customary conditions as mutually agreed upon by Unicorn and 

the Company. 

In the event Unicorn exercises the Call, the Company shall promptly, but in 

any event within five (5) business days, provide an officer's certificate 

certifying the satisfaction of the Put Conditions, which, if not provided by 

the Company, Unicorn shall have the option, in its sole discretion, to either 

(i) consummate the Transaction or (ii) cancel and nullify the Call in all 

respects. The Put Conditions shall also be satisfied as of immediately prior to 

the consummation of the Transaction. 

The exercise of the Call by Unicorn will be subject to Unicorn providing to 

the Company an officer's certificate certifying the satisfaction of the 

following conditions (the "Call Conditions"), which such Call Conditions 

shall also be satisfied immediately prior to the consummation of the 

Transaction: 

• A customary bring down of representations and warranties with 

respect to Unicorn set forth in the Put Call Agreement and/or 

Acquisition Agreement; 

• All of the covenants of Unicorn in the Put Call Agreement and/or 

Acquisition Agreement shall have been performed in all material 

respects; 

• All governmental approvals or authorizations with respect to the 

Transaction (including HSR, if required) have been obtained; 

• No (i) injunctions prohibiting the Transaction or (ii) legal 

proceedings brought by governmental entities prohibiting the 

Transaction; and 

• A certificate as to capitalization of Uber certifying that the RSUs in 

the aggregate represent - of Uber' s issued and~ 

shares of capital stock on a fully diluted basis as of -

In the event the Company exercises the Put, Unicorn shall promptly, but in 

any event within five (5) business days, provide an officer's certificate 

cert.ifying the satisfaction of the Call Conditions, which, if not provided by 

Unicorn, the Company shall have the option, in its sole discretion, to either 

(i) consummate the Transaction or (ii) cancel and nullify the Put in all 

respects. The Call Conditions shall also be satisfied as of immediately prior 

to the consummation of the Transaction. 

I Covenants I Interim I Interim Financing 

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Financing: The parties agree that from the execution of the Put Call Agreement until the 

earlier of the Put Call End Date and the termination of the Put Call 

Agreement, the Company shall not seek or receive any financing (debt or 

equity) from any third party other than (i) Unicorn, Uberand/or (ii) 

employees of the Company, including the Key Employees. 

Prior to signing the Put Call Agreement, Unicorn and the Company will 

agree on an operating plan and budget for the Company's Consumer 

Business and the Trucking Business prepared for each quarter from the 

signing of the Put Call Agreement until the later of the (i) Closing and (ii) 

Put Call End Date (the "Operating Plan"); 

egmnmg upon t e s1gnmg o t e ut a greement, 

Unicom and Uber shall be obligated to fund the Company for each quarter in 

advance in accordance with the Operating Plan, so long as the Operating 

Plan for all prior quarters (if any) has been materially complied with by the 

Company, or as mutually agreed upon by the parties. Unicorn and the 

Company shall have the ability to amend the Operating Plan at any time by 

mutual written consent. 

Other Covenants 

In addition to any covenants set forth in Exhibit C, the Put Call Agreement 

and/or the Acquisition Agreement shall contain other customary interim 

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Representations and 

Warranties: 

-

covenants (including with respect to exclusivity negative covenants 

regarding Competitive Transactions) of the Company covering the period 

between the dates of the Put Call Agreement and/or the Acquisition 

Agreement and the Closing. 

The Put Call Agreement and/or the Acquisition Agreement will contain 

customary representations and warranties for a transaction of this nature. 

Trucking Company: The 

shall be measured each fiscal year and 

paid to the Trucking Company Pool employees (in their respective shares) in 

accordance with the principals set forth herein promptly following the end of 

each fiscal year. 

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Time Vesting Condition 

12/48 of the profits will vest on the one-year anniversary of each such 

Trucking Company Pool employee's start date with the Company, Trucking 

Company or Uber (whichever is earlier) and 1/48 of the profits will vest on 

each monthly anniversary thereafter. 

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Confidentiality: 

Exclusivity: 

Each party to this Term Sheet agrees to keep confidential the existence, 

status and terms of this Term Sheet in accordance with the terms of the 

Mutual Non-Disclosure Agreement, dated as of February 1, 2016, by and 

between Uber, the Company and the Founders. 

Each of the Founders and the Company (each a "Restricted Party") shall 

negotiate exclusively with Unicorn with respect to the subject matter of this 

Term Sheet for an initial period of 45 days from the date hereof (the 

"Exclusivity Period"); provided, that the Exclusivity Period shall be 

auto1natically extended for t\vo successive 15 day periods so long as each of 

Unicorn, the Company and the Founders and their respective advisors are 

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Governing Law: 

continuing to negotiate the Transaction in good faith as of the end of each 

preceding period. During the Exclusivity Period no such Restricted Party 

shall (i) solicit, or encourage the initiation or submission of, any indication of 

interest, proposal or offer from any party other than Unicorn (including, 

without limitation, any Competitor (as defined below)) regarding (x) a 

transaction or other arrangement that is similar and/or competitive to the 

Transaction or (y) any other commercial arrangement with any Competitor 

(in either the case of clause (x) or clause (y), a "Competitive Transaction"), 

or (ii) participate, or engage in any discussions, negotiations or otherwise 

with, or provide any infonnation to, any party other than Unicorn (including, 

without limitation, with any competitors of Unicorn) rega~ 

Competitive Transaction. "Competitor" shall mean party --

Each of the Restricted Parties shall immediately terminate and cease any 

ongoing discussions, communications or negotiations with any party (other 

than Unicorn) regarding a Competitive Transaction, and shall promptly 

provide Unicorn with an oral and a written notice of any expression of 

interest, inquiry, proposal or offer that (i) is in the form of a written term 

sheet, letter of intent, indication of interest letter or similar written document 

and/or (ii) relates to a possible acquisition of more than 20% of the equity 

interests (including via convertible debt) of the Company (which notice 

shall, to the extent permitted by any applicable non-disclosure agreements 

that were in place as of the date of this Term Sheet and remain in force as of 

the time of such notice, identify the other party(ies) involved, and set forth 

the material terms and conditions, including the amount and form of 

consideration and material conditions of any such offer, expression of 

interest, inquiry or proposal) that is received by any of such Restricted 

Parties from any party (other than Unicorn) after the date of this Term Sheet 

and on or prior to the expiration of the Exclusivity Period. 

This Term Sheet and all definitive documentation will be governed by and 

construed in accordance with the laws of the State of California, without 

giving effect to any provisions or principles thereof with respect to conflict 

of laws. 

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Costs & Expenses: 

Counterparts: 

Termination: 

Binding Effect; 

Liability: 

Each party to this Term Sheet shall bear its own costs and expenses 

incidental to the preparation of this Term Sheet and any definitive 

documentation and the consummation of the Transaction. 

This Term Sheet may be executed in one or more counterparts and when so 

executed such counterparts shall constitute a single agreement Execution by 

facsimile or scanned to e-mail format signatures shall be legal, valid and 

binding. 

If this Term Sheet has not been fully-executed by each of the parties to this 

Term Sheet as of 9 p.m. Pacific Time on February 22, 2016, this Term Sheet 

shall terminate and be of no further force or effect 

The parties to this Term Sheet hereto agree and acknowledge that, except for 

the obligations of the parties set forth in the sections "Confidentiality", 

"Exclusivity," "Governing Law," "Costs & 

Expenses," "Counterparts," "Termination" and "Binding Effect; 

Liability," which are intended to be and shall be legally binding, this Term 

Sheet is not intended to be and shall not be a legally binding agreement. For 

the avoidance of doubt, no party hereto shall be under any obligation to enter 

into and deliver any legally binding definitive agreements with respect to the 

Transaction, and failure to do so shall not impose any liability on any party 

hereto. 

The parties also acknowledge and agree that this Term Sheet does not 

constitute an offer for the sale of, or an invitation or a solicitation of any 

offer for the purchase or acquisition of, securities or any interests in or assets 

or business of the Company or any of its affiliates. 

*** 

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Term Sheet as of the date 

first written above. 

By: 

Ottomotto Inc. 

By: 

Name: 

Title: 

Anthony Levandowski 

Lior Ron 

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y 

- ~. lhi: u h e e «.: ut d nd deli' ·r lhi Term heel a: I rhe date 

A 

Lior Ron 

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Exhibit A 

Incentive Compensation 

The Company will have the ability to allocate (in accordance with the terms of the next paragraph) a 

number of Uber restricted stock units with respect to shares of Uber's Common Stock on a fully diluted 

basis as of immediately prior to the date of this Term Sheet less the Cash Consideration. (the "Milestone 

RSUs"), unless mutually agreed by the parties, if at least II employees of the Company accept 

employment with Uber prior to or as of the Closing. 

Allocation of the Milestone RSUs shall be determined by the Company prior to the Closing and shall be 

subject to Unicorn's good faith approval ("Allocation Percentages"). At the Closing, the Company shall 

be entitled, subject to Unicorn's good faith approval, to reserve a portion of the Allocation Percentages 

for future employees of the Company and Trucking Company. Once the Company sets the Allocation 

Percentages in accordance with the preceding sentence, any changes to the Allocation Percentages shall 

require the mutual written consent of Unicorn and the Company or the Founders (each of which shall be 

provided in such party's sole discretion). The sum of the Allocation Percentages for the RSU s shall not 

exceed 100%. 

The Milestone RSUs will have a milestone-based condition, a time-based condition, and a performancebased condition, all of which must be met in order for the Milestone RSUs to vest. 

• 

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• The time-based condition will be met as follows: 12/48 of the RS Us on the one-year anniversary 

of each employee's start date with the Company or Uber (whichever is earlier) and 1/48 of the 

RS Us on each monthly anniversary thereafter. 

• The performance-based condition will be met on the earlier to occur of: (i) an initial public 

offering ("IPO") of Uber stock or (ii) a liquidation transaction, which includes customary 

liquidation, dissolution or winding up of Uber transactions (each of clause ( i) and (ii), a 

"Liquidity Event"). 

• The RSUs and any shares acquired pursuant to the RSUs will be subject to customary limitations 

on transfer, including, but not limited to, a six-month lock-up period following an IPO and a oneyear holding period from the date the RSUs meet the time-based condition. 

• If employment is terminated prior to the occurrence of a Liquidity Event and if, and to the extent, 

the RS Us have not met the time-based condition as of the date of such tennination, the RS Us that 

have not met the time-based condition will terminate and be forfeited. 

By way of example, if, for any particular employee who was employed by Uber or the Company 

beginning on January 1, 2017, (i) the total number of Milestone RSU's granted to such employee was 

100, (ii) Milestone A was allocated 10% of the total Milestone RSU's (i.e. , such emplo ee was ranted 10 

RSU's that were associated with Milestone A), and (iii) Milestone A was achieved on if 

the employee was (x) still employed by Uber on January 1, 2019 or (y) was te~other than for 

cause) afte (provided, that, for the avoidance of doubt, such-would not be 

required in the case of Milestone 7), then on such date: 

(1) the milestone-based condition would be satisfied with respect to such 10 Milestone RSU' s; 

(2) the time-based condition would be satisfied with respect to 5 out of such 10 Milestone RSU' s; 

(3) if a Liquidity Event occurred prior to January 1, 2019, then with respect to the 5 Milestone RSU's for 

which the milestone-based condition and time-based condition have been satisfied in accordance with 

clauses (1) and (2) above, such 5 Milestone RSU's would be fully vested; 

~ilestone RSU's for which the time-based condition has not yet been satisfied as of 

-of such 5 remaining milestone RSU's Milestone RSU's would be become fully 

vested over each of the next.months so long as such employee remains employed by Uber; and 

(5) the other 90 Milestone RSUs shall vest similarly based on achievement of the Milestones with which 

they are associated. 

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Exhibit B 

Commercial Agreement Terms 

(see attached) 

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Exhibit C 

Indemnity Construct 

(see attached) 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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EXECUTION COPY 

(see attached) 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY 

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