Lithia Motors, Inc. Class A Common Stock (no par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • July 24th, 2020 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • New York
Lithia Motors, Inc., an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to (i) issue and sell from time to time through or to BofA Securities, Inc. and Jefferies LLC, as sales agents and/or principals (each an “Agent,” and collectively, the “Agents”), shares (the “Primary Shares”) of the Company’s Class A common stock, no par value per share (the “Common Stock”), and (ii) instruct from time to time any Agent, as forward seller for the respective Forward Purchaser (as defined below) (in such capacity, each a “Forward Seller,” and collectively, the “Forward Sellers”), to offer and sell borrowed shares (the “Forward Hedge Shares,” and together with the Primary Shares, the “Shares”) of Common Stock, together having an aggregate gross sales price not to exceed $400,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement (this “Agreement”). For purposes of clarity, it is understood and agreed by the parties hereto that, i
July 24, 2020 Lithia Motors, Inc.Sales Agreement • July 24th, 2020 • Lithia Motors Inc • Retail-auto dealers & gasoline stations
