November 16, 2022Capacity Corridor Reservation Agreement • February 9th, 2023 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
Wolfspeed, Inc., a North Carolina corporation (“Wolfspeed”), BorgWarner PDS (USA), Inc., a Delaware corporation (“BorgWarner”) and a subsidiary of BorgWarner Inc., a Delaware corporation (“BWA”), and BWA are executing this letter/agreement simultaneously with their execution of that certain Capacity Corridor Reservation Agreement (the “CCRA”). BWA is entering into this letter agreement to induce Wolfspeed to enter into the CCRA, and Wolfspeed is entering into the CCRA to induce BWA to enter into this letter agreement. Wolfspeed, BorgWarner and BWA are sometimes referred to herein individually as a “Party” and together as the “Parties.” As used herein, “Convert Offering” shall mean a not-less-than $1 billion convertible note offering by Wolfspeed based on market terms, which shall be substantially similar terms as are stated in the indicative term sheet attached hereto as Exhibit A (the “Convert Term Sheet”). For good and valuable consideration, the receipt and sufficiency of which are
