X0206 3 2021-04-14 0 0001823593 TuSimple Holdings Inc. TSP 0001851981 Lu Cheng 9191 TOWNE CENTRE DRIVE, STE 600 SAN DIEGO CA 92122 1 1 0 0 See Remarks Common Stock 1225000 D Common Stock 900000 I By trust Restricted Stock Unit Common Stock 1000000 D Stock Option (right to buy) 4.20 2030-12-23 Common Stock 500000 D Stock Option (right to buy) 8.11 2030-12-23 Common Stock 100000 D Stock Option (right to buy) 14.00 2030-12-23 Common Stock 100000 D Stock Option (right to buy) 14.1401 2031-03-03 Common Stock 1150000 D Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. One-third of the shares are subject to the issuer's right of repurchase, which shall lapse on January 1, 2022, subject to the Reporting Person's continuous service with the issuer. The shares are held by Hickory Wood Grove LLC, a limited liability company incorporated in Delaware and beneficially owned by the Lu Family Descendants Trust of which the Reporting Person is trustee. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the RSUs vested on June 30, 2020 and 8.75% of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a five-year period with 5% of the options vesting each quarter after December 31, 2020, subject to the Reporting Person's continuous service with the issuer. President and Chief Executive Officer /s/ James Mullen, Attorney-in-Fact 2021-04-14