NUTANIX, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2021Indenture • September 23rd, 2021 • Nutanix, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of September 22, 2021, between NUTANIX, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
NUTANIX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ], 2015 (the “Effective Date”), and is between Nutanix, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • September 19th, 2016 • Nutanix, Inc. • Services-prepackaged software • New York
Nutanix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. (“Goldman Sachs”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Class A common stock, par value $0.000025 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of up to [ ] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The shares of Class B common
ContractWarrant Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
NUTANIX, INC. 0% CONVERTIBLE SENIOR NOTES DUE 2023 PURCHASE AGREEMENTPurchase Agreement • January 23rd, 2018 • Nutanix, Inc. • Services-prepackaged software • New York
OFFICE LEASEOffice Lease • August 16th, 2016 • Nutanix, Inc. • Services-prepackaged software • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-METRO PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NUTANIX, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Intentionally Omitted); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); and Exhibit G (Asbestos Notification.
To: Nutanix, Inc. San Jose, CA 95110 Attention: [ ] Telephone No.: [ ] Facsimile No.: [ ]Call Option Transaction • January 23rd, 2018 • Nutanix, Inc. • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Nutanix, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
NUTANIX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2021 • Nutanix, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ] (the “Effective Date”), and is between Nutanix, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INVESTMENT AGREEMENT by and among NUTANIX, INC. and BCPE NUCLEON (DE) SPV, LP Dated as of August 26, 2020Investment Agreement • August 27th, 2020 • Nutanix, Inc. • Services-prepackaged software • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of August 26, 2020, is by and among Nutanix, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and BCPE Nucleon (DE) SPV, LP, a Delaware limited partnership (together with its successors and any respective Affiliates thereof that become a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, each, a “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
NUTANIX, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENT (FOR FISCAL YEAR 2025 Performance-Based Restricted Stock Units)Global Restricted Stock Unit Agreement • September 19th, 2024 • Nutanix, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Nutanix, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement, including the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and the Country-Specific Terms and Conditions, attached hereto as Exhibit B (collectively this “Award Agreement”).
OFFICE LEASEOffice Lease • April 4th, 2016 • Nutanix, Inc. • Services-prepackaged software • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-1740 TECHNOLOGY DRIVE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NUTANIX, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Intentionally Omitted); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions), Exhibit F-1 (Landlord’s Furniture); Exhibit G (Description of Proposed Initial Alterations).
NUTANIX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2014, by and among Nutanix, Inc., a Delaware corporation (the “Company”), the holders of outstanding shares of Common Stock of the Company listed on Schedule 1 hereto (the “Founders”), the purchasers of Series E Preferred Stock of the Company listed on Schedule 2 hereto (the “New Investors”), and the holders of outstanding shares of Series A Preferred Stock of the Company, Series B Preferred Stock of the Company, Series C Preferred Stock and Series D Preferred Stock of the Company listed on Schedule 3 hereto (the “Existing Preferred Holders” and, together with the New Investors, the “Investors”).
NUTANIX, INC. COMERICA BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of November 26, 2013, by and between Comerica Bank (“Bank”) and NUTANIX, INC., a Delaware corporation (“Borrower”).
CONFIDENTIALTREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Original Equipment Manufacturer (OEM) Purchase AgreementOem Purchase Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
This Original Equipment Manufacturer (OEM) Purchase Agreement (“Agreement”) is made and entered into by and between SUPER MICRO COMPUTER INC. (“Supplier”), a Delaware corporation having its principal place of business at 980 Rock Avenue, San Jose, CA 95131 and NUTANIX, INC. (“OEM”), a Delaware corporation and an original equipment manufacturer having its principal place of business at 1740 Technology Drive, Suite 150, San Jose, California, 95110, United States.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2018 • Nutanix, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2018 by and between Nutanix, Inc., a Delaware corporation (“Acquiror”), certain Holders (as defined below) listed on Schedule 1 hereto who are being issued shares of Acquiror Common Stock pursuant to the Merger Agreement (as defined below) and Mainframe2, Inc., a Delaware corporation (the “Company”), for the benefit of the remaining Holders not party hereto. This Agreement shall become effective at, and is contingent upon, the Effective Time.
ContractWarrant Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 5th, 2019 • Nutanix, Inc. • Services-prepackaged software • California
This binding Memorandum of Understanding (the “MOU”) is made effective as of December 1st, 2016 (the “Effective Date”) by and between Nutanix, Inc. with offices at 1740 Technology Drive, Suite 150, San Jose, California 95110 (“Nutanix”) and Flextronics Telecom Systems Limited, a corporation organized under the laws of Mauritius with offices at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
Dheeraj Pandey c/o Nutanix, Inc.Employment Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
Nutanix, Inc., a Delaware corporation the “Company”), is pleased to offer you continued employment with the Company on the terms described below. This letter agreement is effective as of the date signed below on the signature page.
NUTANIX, INC. WARRANT TO PURCHASE SHARES OF CAPITAL STOCKWarrant Agreement • December 22nd, 2015 • Nutanix, Inc. • Services-prepackaged software • California
THIS CERTIFIES that, for value received, [ ], its successors and permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth in this instrument (the “Warrant”), to subscribe for and purchase from Nutanix, Inc., a Delaware corporation with principal offices at 2350 Mission College Blvd, Suite 215, Santa Clara, CA 95054 (the “Company”), that number of the fully paid and nonassessable Shares (as defined below) that can be purchased with [ ] Dollars ($[ ]) (the “Aggregate Coverage Amount,” which amount represents 4% of the principal amount of that certain Convertible Promissory Note issued by the Company to the Holder as of the date hereof (the “Note”)) at the applicable Exercise Price set forth below, subject to the provisions and upon the terms and conditions hereinafter set forth, which Aggregate Coverage Amount shall increase automatically with respect to each full month occurring ninety (90) days after the date hereof by an amount
NUTANIX, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENT (STOCK PRICE PERFORMANCE- BASED RESTRICTED STOCK UNITS)Global Restricted Stock Unit Agreement • January 9th, 2024 • Nutanix, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Nutanix, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement, including the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and the Country-Specific Terms and Conditions, attached hereto as Exhibit B (collectively this “Award Agreement”).
Office LeaseOffice Lease • December 10th, 2018 • Nutanix, Inc. • Services-prepackaged software • California
This Office Lease (this "Lease"), dated as of the date set forth in Section 1.1, is made by and between HUDSON CONCOURSE, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX INC., a Delaware corporation ("Tenant"). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Suite 100, Suite 130 and the Must Take Space); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); and Exhibit F (Additional Provisions).
SECOND AMENDMENT (1741 TECHNOLOGY – CONCOURSE V)Office Lease • December 3rd, 2020 • Nutanix, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT (this "Amendment") is made and entered into as of November 23, 2020, by and between HUDSON CONCOURSE, LLC, a Delaware limited liability company ("Landlord") and NUTANIX, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT (1745 TECHNOLOGY DRIVE)Office Lease • September 24th, 2019 • Nutanix, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT (this "First Amendment") is made and entered into as of September 5, 2018, by and between HUDSON CONCOURSE, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” AMENDMENT TWO TO ORIGINAL...Oem Purchase Agreement • June 10th, 2024 • Nutanix, Inc. • Services-prepackaged software
This Amendment Two (“Amendment Two”) to the Original Equipment Manufacturer Purchase Agreement (“Agreement”) by and between SUPER MICRO COMPUTER INC. (“Supplier”) and NUTANIX, INC. (“OEM”) is entered into as of October 31, 2018 (“Amendment Effective Date”). Collectively Supplier and OEM are referred to as the “Parties”.
SIXTH AMENDMENT (METRO PLAZA)Lease Agreement • September 24th, 2019 • Nutanix, Inc. • Services-prepackaged software
THIS SIXTH AMENDMENT (this "Sixth Amendment") is made and entered into as of April 5, 2019, by and between HUDSON METRO PLAZA, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
SIXTH AMENDMENTLease Agreement • June 12th, 2018 • Nutanix, Inc. • Services-prepackaged software
THIS SIXTH AMENDMENT (this "Sixth Amendment") is made and entered into as of January 29, 2018, by and between HUDSON 1740 TECHNOLOGY, LLC, a Delaware Limited Liability Company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
TWELFTH AMENDMENT (1740 TECHNOLOGY)Office Lease • September 21st, 2022 • Nutanix, Inc. • Services-prepackaged software
THIS TWELFTH AMENDMENT (this "Amendment") is made and entered into as of August 31, 2022 (the "Effective Date"), by and between HUDSON 1740 TECHNOLOGY, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
SEVENTH AMENDMENT (1740 TECHNOLOGY DRIVE)Office Lease • June 12th, 2018 • Nutanix, Inc. • Services-prepackaged software
THIS SEVENTH AMENDMENT (this "Seventh Amendment") is made and entered into as of April 4, 2018, by and between HUDSON 1740 TECHNOLOGY, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([***]), HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL ANDManufacturing Services Agreement • December 5th, 2019 • Nutanix, Inc. • Services-prepackaged software
This Amendment Four (“Amendment Four”) to the Manufacturing Services Agreement (“Agreement”) by and between Flextronics Telecom Systems, Ltd and its Affiliates (“Flextronics”) and Nutanix, Inc. and Nutanix Netherlands B.V. (together known as “Nutanix”) is entered into as of the date of last signature below (“Amendment Effective Date”). Collectively Flextronics and Nutanix are referred to as the “Parties”.
FIRST AMENDMENT (1741 TECHNOLOGY - CONCOURSE V)Office Lease • December 5th, 2019 • Nutanix, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT (this "First Amendment") is made and entered into as of October 22, 2019, by and between HUDSON CONCOURSE, LLC, a Delaware limited liability company ("Landlord") and NUTANIX, INC., a Delaware corporation ("Tenant").
TENTH AMENDMENT (25 METRO & 181 METRO)Lease Agreement • September 21st, 2022 • Nutanix, Inc. • Services-prepackaged software
THIS TENTH AMENDMENT (this "Amendment") is made and entered into as of June 28, 2022, by and between HUDSON METRO PLAZA, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
TENTH AMENDMENTOffice Lease • June 2nd, 2022 • Nutanix, Inc. • Services-prepackaged software
THIS TENTH AMENDMENT (this "Amendment") is made and entered into as of May 18, 2022, by and between HUDSON 1740 TECHNOLOGY, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
Sudheesh Nair Vadakkedath San Jose, CA 95120Employment Agreement • September 12th, 2016 • Nutanix, Inc. • Services-prepackaged software • California
Nutanix, Inc., a Delaware corporation (the “Company”), is pleased to offer you continued employment with the Company on the terms described below. This letter agreement is effective as of the date signed below on the signature page (the “Effective Date”).
THIRD AMENDMENT (1741 TECHNOLOGY – CONCOURSE V)Office Lease • September 21st, 2022 • Nutanix, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT (this "Amendment") is made and entered into as of April 30, 2022, by and between HUDSON CONCOURSE, LLC, a Delaware limited liability company ("Landlord") and NUTANIX, INC., a Delaware corporation ("Tenant").
ELEVENTH AMENDMENT (25 METRO & 181 METRO)Lease Agreement • September 21st, 2022 • Nutanix, Inc. • Services-prepackaged software
THIS ELEVENTH AMENDMENT (this "Amendment") is made and entered into as of August 31, 2022, by and between HUDSON METRO PLAZA, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
