Tesla (TSLA) Enters $5 Billion Common Stock Equity Distribution Agreement

(Updated - September 1, 2020 7:16 AM EDT)

Tesla (NASDAQ: TSLA) disclosed:

Tesla, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, SG Americas Securities, LLC, Wells Fargo Securities, LLC and BNP Paribas Securities Corp. (each an “Agent” and, collectively, the “Agents”) as follows:

1. The Company proposes to issue and sell through or to the Agents, as sales agents and/or principals, shares of common stock, par value $0.001 per share (“Stock”), having an aggregate offering price of up to $5,000,000,000 (the “Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Company hereby appoints the Agents as exclusive agents of the Company for the purpose of making offers and sales of the Shares. The Company agrees that whenever it determines to sell the Shares directly to an Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 21 hereof.

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