1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • March 21st, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
dated as ofShare Purchase Agreement • November 5th, 2003 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment
UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 1999 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
RECITALSAsset Purchase Agreement • March 7th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
A general release does not extend to claims which the creditor 3 3Settlement Agreement • May 11th, 1999 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
RECITALSCredit Agreement • November 26th, 2002 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 9th, 2016 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 8, 2016, among QUALCOMM INCORPORATED, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMONGAsset Purchase Agreement • January 28th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
RECITALSLock-Up Agreement • March 15th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
EXHIBIT 2.2 =================================================================== ============= SUBSCRIPTION AND SHAREHOLDERS AGREEMENTShareholder Agreement • November 28th, 2001 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
AmongCredit Agreement • April 24th, 1998 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
ii) Each Subsidiary of the Borrower (x) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (y) has all requisite power and authority (including, without limitation, all governmental...Revolving Credit Agreement • May 11th, 1999 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 2.1 =================================================================== ============= RESTRUCTURING AGREEMENTRestructuring Agreement • November 28th, 2001 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
RECITALSCredit Agreement • April 24th, 2002 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
CREDIT AGREEMENT Dated as of August 8, 2024 among QUALCOMM INCORPORATED, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto GOLDMAN SACHS BANK USA,...Credit Agreement • August 9th, 2024 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 8, 2024, among QUALCOMM INCORPORATED, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CREDIT AGREEMENTCredit Agreement • March 9th, 2018 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 6, 2018, among QUALCOMM INCORPORATED, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and GOLDMAN SACHS BANK USA, as Administrative Agent.
RECITALSLock-Up Agreement • March 15th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 20th, 2018 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 20, 2018, is entered into by and among QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), and the undersigned shareholders of NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”) set forth on Schedule A hereto (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement and the Purchase Agreement Amendment (each as defined below), in each case as of the date hereof.
EXHIBIT 10.44 BRIDGE LOAN AGREEMENT dated as of May 27, 1999Bridge Loan Agreement • November 9th, 2001 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 15th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
AGREEMENT AND PLAN OF MERGER Among QUALCOMM INCORPORATED, T MERGER SUB, INC. and ATHEROS COMMUNICATIONS, INC. Dated as of January 5, 2011Merger Agreement • January 6th, 2011 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER dated as of January 5, 2011 (this “Agreement”), by and among QUALCOMM INCORPORATED, a Delaware corporation (“Parent”), T MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Company” and, together with Parent and Sub, collectively, the “Parties”).
QUALCOMM Incorporated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2020 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
QUALCOMM Incorporated, a Delaware corporation (the “Company”), has made offers to exchange the four series of notes described in the table set forth on Schedule II issued by the Company (the “Old Notes”) for two new series of the Company’s notes described in the right column of the table set forth on Schedule II (the “Initial Securities”), as set forth in the Offering Memorandum, dated August 5, 2020 (the “Offering Memorandum”), related thereto. The Initial Securities will be issued upon the terms set forth in the Offering Memorandum, for which the parties listed on Schedule I hereto have severally agreed to act as dealer managers (the “Dealer Managers”), pursuant to a dealer manager agreement, dated as of August 5, 2020, among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as of May 20, 2015 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the D
EXHIBIT 10.46 PEGASO COMUNICACIONES Y SISTEMAS, S.A. DE C.V. CREDIT AGREEMENT DATED AS OF SEPTEMBER 25, 1998 QUALCOMM INCORPORATED AS LENDER AND ADMINISTRATIVE AGENT TABLE OF CONTENTSCredit Agreement • November 9th, 2001 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
FORM OF SOFTMAX, INC STOCK OPTION AGREEMENTStock Option Agreement • January 9th, 2008 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
SoftMax, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SoftMax, Inc. 2004 Stock Option Plan (the “Plan”) as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, the Right of First Refusal set forth in Section 11, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this O
QUALCOMM Incorporated and Computershare Investor Services LLC as Rights Agent Amended and Restated Rights Agreement dated as of September 26, 2005Rights Agreement • September 30th, 2005 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This Amended and Restated Rights Agreement (this “Amended and Restated Agreement” or this “Agreement”), dated as of September 26, 2005, is entered into between QUALCOMM Incorporated, a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, a Delaware Limited Liability Company and successor to First Interstate Bank of California (“Rights Agent”) and amends and restates the prior Rights Agreement between the Company and the Rights Agent dated September 26, 1995 (such prior Rights Agreement the “Original Agreement”).
RECITALSLock-Up Agreement • March 15th, 2000 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • California
INDEMNITY AGREEMENTIndemnity Agreement • November 4th, 2015 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This Indemnity Agreement (the “Agreement”), dated as of <<Date>>, is made by and between Qualcomm Incorporated, a Delaware corporation (the “Company”), and <<Indemnitee Name>> (the “Indemnitee”).
RECITALSCredit Agreement • July 25th, 2002 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 99.2 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE...Incentive Stock Option Agreement • December 2nd, 2004 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment
PURCHASE AGREEMENT dated as of October 27, 2016 by and between NXP SEMICONDUCTORS N.V. and QUALCOMM RIVER HOLDINGS B.V.Purchase Agreement • October 27th, 2016 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
This PURCHASE AGREEMENT (this “Agreement”) dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”).
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • April 19th, 2018 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 2 (this “Amendment”), dated as of April 19, 2018, to the Purchase Agreement, dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), as amended by Amendment No. 1, dated as of February 20, 2018, by and between the Company and Buyer (as amended by Amendment No. 1, the “Purchase Agreement”), is entered into by and between the Company and Buyer. Capitalized terms used but not defined in this Amendment shall have the respective meanings as specified in the Purchase Agreement.
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, 2021Merger Agreement • October 4th, 2021 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • 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”).
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • February 20th, 2018 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 20, 2018, to that certain Purchase Agreement (the “Purchase Agreement”), dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (“Buyer”), is entered into by and between the Company and Buyer. Capitalized terms used but not defined in this Amendment shall have the respective meanings as specified in the Purchase Agreement.
QUALCOMM RIVER HOLDINGS B.V. Science Park 400, Matrix II 1098XH AmsterdamPurchase Agreement • October 27th, 2016 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware
Reference is made to the Purchase Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Purchase Agreement”), by and between NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“Company”), and Qualcomm River Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Buyer”).
EXHIBIT 10.50 AMENDED AND RESTATED INTERIM FUNDING AGREEMENTInterim Funding Agreement • July 25th, 2002 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • New York
