VEONEER, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 28, 2019 4.00% Convertible Senior Notes due 2024Indenture • May 29th, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
INDENTURE dated as of May 28, 2019 between VEONEER, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • July 2nd, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This Director and Officer Indemnification Agreement, dated as of , 2018 (this “Agreement”), is made by and between Veoneer, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 22, 2020 by and between Veoneer Inc., a Delaware corporation (the “Company”), and Matthias Bieler (the “Executive”), to be effective as of the Effective Date, as defined in Section 1. References herein to the “Company” shall, as applicable, be deemed to include the Company’s affiliates.
AGREEMENT AND PLAN OF MERGER by and among MAGNA INTERNATIONAL INC., 2486345 DELAWARE CORPORATION and VEONEER, INC. Dated as of July 22, 2021Agreement and Plan of Merger • July 23rd, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2021 (this “Agreement”), is made by and among Magna International Inc., an Ontario corporation (“Parent”), 2486345 Delaware Corporation, a Delaware corporation and an indirect, wholly owned Subsidiary of Parent (“Acquisition Sub”), and Veoneer, Inc., a Delaware corporation (the “Company”).
24,000,000 Shares VEONEER, INC. COMMON STOCK (PAR VALUE US$1.00) UNDERWRITING AGREEMENT May 22, 2019Underwriting Agreement • May 23rd, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
FORM OF AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT BY AND BETWEEN AUTOLIV, INC. AND VEONEER, INC. DATED AS OF , 2018Master Transition Services Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of , 2018 and effective as of the Separation Date (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AUTOLIV, INC. AND VEONEER, INC. DATED AS OF JUNE 28, 2018Employee Matters Agreement • July 2nd, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of June 28, 2018 (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Distribution Agreement.
GRANT AGREEMENTGrant Agreement • July 23rd, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
Your above-described grant of restricted stock units (“RSUs”) is subject to the following provisions in addition to those set forth in the attached Notice of Grant (the “Grant Notice”) and the Veoneer, Inc. 2021 Stock Incentive Plan (the “Plan”):
CHANGE-IN-CONTROL SEVERANCE AGREEMENTChange-in-Control Severance Agreement • May 21st, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories
This Change-In-Control Severance Agreement (this “Agreement”), dated March 20, 2018, is made by and between Veoneer Inc., a Delaware corporation (the “Company”), and Lars Sjöbring (the “Executive”). It is anticipated that, in connection with a restructuring of Autoliv, Inc., the Company shall be spun-off to the shareholders of Autoliv, Inc. and become a free-standing company (the “Spin-Off”). The effective date of this Agreement shall be the effective date of the Spin-off Transaction, or such other date to which the parties agree. If the Spin-Off for any reason is not finalized, this Agreement will not become effective.
JOINT VENTURE AGREEMENTJoint Venture Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGER by and among QUALCOMM INCORPORATED, SSW HOLDCO LP, SSW MERGER SUB CORP and VEONEER, INC. Dated as of October 4, 2021Agreement and Plan of Merger • October 4th, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 4, 2021 (this “Agreement”), is made by and among QUALCOMM Incorporated, a Delaware corporation (“QUALCOMM”), SSW HoldCo LP, a Delaware limited partnership (“SSW” and, together with QUALCOMM, the “Acquiring Parties”), SSW Merger Sub Corp, a Delaware corporation and a direct, wholly owned Subsidiary of SSW (“Merger Sub”), and Veoneer, Inc., a Delaware corporation (the “Company”).
GRANT AGREEMENT Applicable to Restricted Stock Units promised under the Veoneer, Inc. 2018 Stock Incentive PlanGrant Agreement • April 24th, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
Your above-described grant of restricted stock units (“RSUs”) is subject to the following provisions in addition to those set forth in the attached Notice of Grant (the “Grant Notice”) and the Veoneer, Inc. 2018 Stock Incentive Plan (“the Plan”):
GRANT AGREEMENT Applicable to Performance Shares promised under the Veoneer, Inc., 2018 Stock Incentive PlanGrant Agreement • April 24th, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
Your above-described grant of performance shares (the “Performance Shares”) is subject to the following provisions, in addition to those set forth in the attached Notice of Grant (the “Grant Notice”): and the Veoneer, Inc. 2018 Stock Incentive Plan (“the Plan”):
Veoneer to divest Japan and China operations of Brake system joint ventureVeoneer, Inc. • October 30th, 2019 • Motor vehicle parts & accessories
Upon the completion of the transactions under the Definitive Agreements, the VNBS joint venture will be terminated. This is the next step in the strategic review of Veoneer’s brake systems business first announced in early 2019. On June 17, 2019, Veoneer announced that it had signed a binding agreement to acquire Nissin Kogyo’s interests in the US operations of VNBS. The transaction closed on June 28, 2019, after which Veoneer owns 100% of such US operations.
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN AUTOLIV, INC. AND VEONEER, INC. DATED AS OF , 2018Tax Matters Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of _________, 2018 (the “Effective Time”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
LICENSE AND SUPPLY AGREEMENT By and Between Velodyne LiDAR, Inc. AND Veoneer US, Inc.License and Supply Agreement • April 29th, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
This License and Supply Agreement (hereinafter, the "Agreement") is entered into on the date that Velodyne LiDAR, Inc. receives from Veoneer US, Inc. a binding purchase order for $[*] USD for the transfer of documents as set forth in Section 3.7 of this Agreement (provided that Velodyne LiDAR, Inc. receives such purchase order prior to March 1, 2019) (hereinafter, the "Effective Date") by and between:
VEONEER, INC. [●]% CONVERTIBLE SENIOR NOTES DUE 2024 UNDERWRITING AGREEMENTVeoneer, Inc. • May 20th, 2019 • Motor vehicle parts & accessories • New York
COOPERATION AGREEMENTCooperation Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of May 24, 2018 by and among Autoliv, Inc., a Delaware corporation (the “Company”), Cevian Capital II GP Limited, a limited company incorporated under the laws of the Bailiwick of Jersey (“Investor”), and Veoneer, Inc., a Delaware corporation (“SpinCo”) (each of the Company, Investor and SpinCo, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDMENT AND TERMINATION OF JOINT VENTURE AGREEMENTJoint Venture Agreement • February 21st, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories
This AMENDMENT AND TERMINATION OF JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into effective as of October 30, 2019 (the “Effective Date”) by and among (1) Veoneer AB, a Swedish corporation (“Veoneer AB”) and Veoneer US, Inc., a Delaware corporation (“Veoneer US” and together with Veoneer AB, the “Veoneer Parties”), and (2) Nissin Kogyo Co., Ltd., a Japanese corporation (“Nissin”), Nissin Kogyo Holdings USA, Inc., an Ohio corporation (“Nissin Holding”) and Zhongshan Nissin Industry Co., Ltd., a Peoples’ Republic of China company (“NBZ” and together with Nissin and Nissin Holding, the “Nissin Parties”), as an amendment to that certain Joint Venture Agreement dated March 7, 2016 by and among Autoliv ASP, Inc. (“Autoliv ASP”), Autoliv AB (“Autoliv AB”) and Autoliv Holding, Inc. (“Autoliv Holding” and together with Autoliv ASP and Autoliv AB, the “Autoliv Parties”) and the Nissin Parties, as amended, supplemented or otherwise modified from time to time in accordance with
Agreement of Resignation ConditionsAgreement of Resignation Conditions • February 22nd, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories
This agreement ("the Agreement") regarding conditions linked to resignation is made between Veoneer Inc., a Delaware corporation ("the Company") and Mathias Hermansson ("the Executive"), together referred to as ("the Parties), following the Executive's resignation from the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on November 3, 2020 by and between Veoneer Inc., a Delaware corporation (the “Company”), and Christine Rankin (641014-0187) (the “Executive”), to be effective as of the Effective Date, as defined in Section 1. References herein to the “Company” shall, as applicable, be deemed to include the Company’s affiliates.
VEONEER, INC. 4.00% CONVERTIBLE SENIOR NOTES DUE 2024 UNDERWRITING AGREEMENT May 22, 2019Underwriting Agreement • May 23rd, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 1st, 2022 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 2022, between Veoneer, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Indenture, dated as of May 28, 2019, between such parties (the “Indenture”) governing the 4.00% Convertible Senior Notes due 2024 (the “Notes”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.
MUTUAL SEPARATION AGREEMENTMutual Separation Agreement • February 21st, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories
Unless the Parties agree otherwise, the Executive will continue performing his duties as EVP Human Resources until February 29, 2020. The Executive shall be released from all duties linked to the Company on March 1, 2020, “the Release Date”, except for being reasonably available over the phone and email to answer any questions that the Company may have. Apart from what is explicitly stated below, the agreement supersedes all earlier oral and written agreements between the Company, or any associated company, and the Executive, relating to the employment of the Executive. For the purpose of this agreement, “associated company” means a legal entity directly or indirectly controlling or controlled by or under common control with the Company, irrespective of the country of registration of such legal entity.
MUTUAL SEPARATION AGREEMENTMutual Separation Agreement • February 22nd, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories
Transaction Framework Agreement between Veoneer Sweden AB, Veoneer AB, Veoneer US, Inc., Volvo Car Corporation AB, ZTWO Company AB and Zenuity AB In relation to Zenuity GroupTransaction Framework Agreement • October 23rd, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories
Table of Contents 1. Definitions 2 2. The Transaction 10 2.1 Transactional steps 10 2.1.2 Structuring 10 2.1.3 Asset transfers 10 2.1.4 Share transfers 10 2.1.5 Intellectual property licenses 11 2.1.6 ZeVu agreements 11 2.1.7 Transitional services 11 2.1.8 Amsterdam Data Cluster 12 2.1.9 Post-Closing relationship between the Owners 12 3. Transaction principles 12 3.1 General principles 12 3.2 Assets, liabilities and contracts 13 3.3 Parent Guarantees 13 3.4 Unidentified Assets 14 3.5 Wrong Pocket Assets 17 3.6 Residual Assets 18 3.7 Intellectual Property 18 3.8 Premises 19 3.9 Liability 20 3.10 Valuation; Post-Closing Adjustments 20 4. Closing 21 4.1 Closing Date 20 4.2 Closing obligations 20 4.3 Terminated Agreements 23 5. Post-Closing obligations 23 5.1 Non-Solicitation 23 5.2 Preserved Information 24 5.3 Beyonav earn-out 25 6. Miscellaneous 25 6.1 Further assurance 25 6.2 Notices 26 6.3 Fees and expenses 28 6.4 Assignment 28 6.5 No waiver 28 6.6 Entire agreement 28 6.7 Schedules inc
FORM OF DISTRIBUTION AGREEMENT BY AND BETWEEN AUTOLIV, INC. AND VEONEER, INC. DATED AS OF , 2018Master Transfer Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This DISTRIBUTION AGREEMENT is entered into effective as of , 2018 (this “Agreement”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
VNBA SEPARATION AGREEMENT by and among NISSIN KOGYO CO., LTD., VEONEER AB and VEONEER US, INC. Dated as of June 14, 2019Vnba Separation Agreement • July 26th, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories
MASTER COLLABORATION AGREEMENT By and Between Qualcomm Technologies, Inc. AND Veoneer US, Inc.Master Collaboration Agreement • February 19th, 2021 • Veoneer, Inc. • Motor vehicle parts & accessories • New York
This Master Collaboration Agreement (“Agreement”), dated as of January 25, 2021 (the “Effective Date”), is entered into by and between Veoneer, Inc., a corporation organized under the laws of Delaware (together with its Affiliates, “Veoneer”), and Qualcomm Technologies, Inc., a corporation organized under the laws of Delaware (together with its Affiliates, “QTI”). Each of Veoneer and QTI may be referred to in this Agreement as a “Party.”
Veoneer signs agreement with Qualcomm and creates new software brand ArriverTM Stockholm, Sweden, January 26, 2021: The automotive technology company, Veoneer, Inc. (NYSE: VNE and SSE: VNE SDB), and Qualcomm Technologies, Inc. have signed an agreement...Veoneer, Inc. • January 29th, 2021 • Motor vehicle parts & accessories
The platform will address the growing needs of the automotive ecosystem for scalable and upgradable solutions, which requires highly advanced and power-efficient compute, connectivity and cloud service capabilities across all vehicle tiers.
Form of Support AgreementForm of Support Agreement • June 4th, 2018 • Veoneer, Inc. • Motor vehicle parts & accessories • Delaware
This Support Agreement (this “Agreement”) is made and entered into to be effective as of , 2018 by and among Autoliv, Inc., a Delaware corporation (“Autoliv”), Veoneer, Inc., a Delaware corporation and a wholly owned subsidiary of Autoliv (“Veoneer” and together with Autoliv, the “Issuer Parties”), and , a stockholder of Autoliv (the “Investor”).
Amendment AgreementAgreement • October 23rd, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories
JOINT VENTURE AGREEMENT dated 1 July 2020 ZTWO Company AB and VEONEER SWEDEN AB (as the Shareholders) in the presence of ZENUITY AB regarding ZENUITY ABJoint Venture Agreement • October 23rd, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories
Exhibit A: Articles of Association on the Effective Date Exhibit B: List of certain Intellectual Property Rights created, invented, authored, developed, collected, acquired, or otherwise owned or controlled by the JV Company during, and in accordance with the terms of, the Former JVA and up until the Effective Date Exhibit C: VNE Zenuity Foreground IP License Agreement Exhibit D: Z2Co Zenuity Foreground IP License Agreement Exhibit 5.3.3: Instructions and Rules of procedure for the Board as at the Effective Date
CHANGE-IN-CONTROL SEVERANCE AGREEMENTIn-Control Severance Agreement • February 21st, 2020 • Veoneer, Inc. • Motor vehicle parts & accessories
This Change-In-Control Severance Agreement (this “Agreement”), dated December 9, 2019, is made by and between Veoneer Inc., a Delaware corporation (the “Company”), and Nishant Batra, born November 13, 1978, (the “Executive”).
AMENDMENT TO ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2019 • Veoneer, Inc. • Motor vehicle parts & accessories
THIS AMENDMENT ("Amendment") to the August 20, 2018 Addendum (the "Addendum") to the Employment Agreement dated as of June 29, 2018, by and between Veoneer, Inc. (the "Company") and Jan Carlson (the "Executive"), shall be effective as of the 10th of June, 2019.
