AGREEMENT AND PLAN OF MERGER by and among TESLA, INC., CAMBRIA ACQUISITION CORP., and MAXWELL TECHNOLOGIES, INC., dated as of February 3, 2019Merger Agreement • February 4th, 2019 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February, 3 2019, is by and among Tesla, Inc., a Delaware corporation (“Parent”), Cambria Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Purchaser”), and Maxwell Technologies, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
