AEA-Bridges Impact Corp. PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman IslandsLetter Agreement • February 7th, 2022 • LW EV Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (including 6,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, terms and limitations as descri
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of September 26, 2022 by and between LiveWire Group, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
WARRANT AGREEMENT AEA-BRIDGES IMPACT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 1, 2020Warrant Agreement • February 7th, 2022 • LW EV Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 1, 2020, is by and between AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This TRANSITION SERVICES AGREEMENT (together with the schedules hereto, this “Agreement”), dated as of September 26, 2022 (“Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“Provider”), and LiveWire EV LLC, a Delaware limited liability company (“Recipient”). Each of Recipient and Provider is referred to herein as a “Party” and collectively as the “Parties”.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Trademark License Agreement (“Agreement”) is entered into as of September 26, 2022 (“Effective Date”) by and between Harley-Davidson, Inc., a Delaware corporation (“Licensor”) and LiveWire EV, LLC, a Delaware limited liability company (“Licensee”). Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Joint Development Agreement (together with the Exhibits hereto and the Project Work Statements entered into in connection herewith, the “Agreement”) is made effective as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties”.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between...Intellectual Property License Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Intellectual Property License Agreement (this “Agreement”) is entered into as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2022, is made and entered into by and among LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation (“HoldCo”), AEA-Bridges Impact Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the equityholder of LiveWire EV LLC, a Delaware limited liability company (the “Target”), set forth on Schedule I hereto (such equityholder, the “Target Holder”) and certain shareholders of AEA-Bridges Impact Corp., a Cayman Islands exempted company (“SPAC”), set forth on Schedule II hereto (such shareholders, the “SPAC Holders” and, collectively with the Sponsor, the Target Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as de
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson Motor Company Group, LLC, a limited liability company formed in Wisconsin, United States of America (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HARLEY-DAVIDSON, INC. AND LIVEWIRE EV, LLC DATED AS OF SEPTEMBER 26, 2022Employee Matters Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Employee Matters Agreement (the “Agreement”) is entered into effective as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company and wholly owned subsidiary of HD (“LiveWire”), each a “Party” and together, the “Parties.” Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. SEPARATION AGREEMENT by and between HARLEY-DAVIDSON,...Separation Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This SEPARATION AGREEMENT is entered into effective as of September 26, 2022 (this “Agreement”) by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”) and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”
TAX MATTERS AGREEMENT by and between Harley-Davidson, Inc. and LiveWire Group, Inc. Dated September 26, 2022Tax Matters Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Tax Matters Agreement, dated September 26, 2022 (the “Agreement”), is by and between Harley-Davidson, Inc. (“H-D”) and LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.) (“LiveWire”). H-D and LiveWire are sometimes referred to herein as the “Parties” and each a “Party.”
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. MASTER SERVICES AGREEMENTMaster Services Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This Master Services Agreement (together with the Exhibits and Statements of Work hereto, the “Agreement”), effective as of September 26, 2022 (the “Effective Date”), is entered by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties.”
Execution Version 4890-6401-8335 CONVERTIBLE DELAYED DRAW TERM LOAN AGREEMENT This Convertible Delayed Draw Term Loan Agreement (this “Agreement”) is made as of February __, 2024 by and among HARLEY-DAVIDSON, INC., a Wisconsin corporation (“Lender”),...Term Loan Agreement • February 16th, 2024 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Wisconsin
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • September 30th, 2022 • LiveWire Group, Inc. • Motorcycles, bicycles & parts • Delaware
This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of September 26, 2022 (the “Signing Date”), by and between Kwang Yang Motor Co., Ltd., a Taiwanese company (“KYMCO”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). KYMCO and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”
