AGREEMENT AND PLAN OF MERGER by and among TESLA, INC., CAMBRIA ACQUISITION CORP., and MAXWELL TECHNOLOGIES, INC., dated as of February 3, 2019Agreement and Plan of Merger • February 20th, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • 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.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 20th, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 3, 2019, is entered into by and among Tesla, Inc., a Delaware corporation (“Parent”), Cambria Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
January 22, 2019 Maxwell Technologies, Inc. San Diego, CA 92123 Attention: Dr. Franz J. Fink, CEO Re: Potential Acquisition of Maxwell Technologies, Inc. – Letter Agreement re: Exclusivity and Non-Solicitation Ladies and Gentlemen:Tesla, Inc. • February 20th, 2019 • Motor vehicles & passenger car bodies • Delaware
Tesla, Inc. (“Tesla”) and Maxwell Technologies, Inc. (the “Company”) are discussing a possible acquisition of 100% of the equity interests of the Company by Tesla. In consideration of the significant costs and expenses to be incurred by each of the parties in connection with the possible acquisition (the “Potential Acquisition”) and the other terms set forth in this letter agreement (the “Letter Agreement”), Tesla and the Company agree as follows:
