REGISTRATION RIGHTS AGREEMENT among NEXTRACKER INC., YUMA, INC., YUMA SUBSIDIARY, INC., TPG RISE FLASH, L.P. AND THE HOLDERS PARTY HERETO DATED [ ], 2023Registration Rights Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is entered into by and among Nextracker Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), Yuma, Inc., a Delaware corporation (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation (“Yuma Sub”), TPG Rise Flash, L.P., a Delaware limited partnership (“TPG”), and each of the Holders (as defined below) that are parties hereto from time to time.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [ insert day ] day of [ insert month ] [ insert year ] between Nextracker Inc. (the “Company”), a Delaware corporation, and _______, a director and/or officer of the Company (the “Indemnitee”).
TAX MATTERS AGREEMENT by and among FLEX LTD., YUMA, INC. and NEXTRACKER INC. Dated as of January 2, 2024 ARTICLE I DEFINITIONSTax Matters Agreement • January 2nd, 2024 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of January 2, 2024 by and among Flex Ltd., a Singapore registered public company limited by shares with registered address of 2 Changi South Lane, Singapore 486123, and having company registration no. 199002645H acting through its Bermuda branch, having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (“Flex”), Nextracker Inc., a Delaware corporation (“PubCo”) and Yuma, Inc., a Delaware corporation which is an indirect wholly owned Subsidiary of Flex (“NewCo”). “Party” or “Parties” means Flex, PubCo or NewCo, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the respective meanings set forth in the Separation Agreement, dated as of February 1, 2022, by and among Flex, PubCo, Nextracker LLC, a Delaware limited liability company, formerly Nextracker Holdings, Inc., and
UNDERWRITING AGREEMENT NEXTRACKER INC. [•] Shares of Class A Common StockUnderwriting Agreement • June 26th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
Nextracker Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company, and certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of the Company propose to sell to the Underwriters an aggregate of [•] shares of Class A Common Stock and, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock. The aggregate of [•] shares of Class A Common Stock to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the [•] additional shares to be sold by the Company and the Selling Stockholders is herein called the
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTRACKER LLC a Delaware Limited Liability Company Dated as of [•], 2023Limited Liability Company Agreement • February 1st, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Nextracker LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of [•], 2023 (the “Effective Date”) by and among the Company, Nextracker Inc., a Delaware corporation (“PubCo”), as the managing member of the Company, and each of the other Members (as defined below). Capitalized terms used herein without definition have the meanings set forth in Section 1.01.
Flextronics Manufacturing Services AgreementServices Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 18th day of February, 2015 (the “Effective Date”) by and between NEXTracker Inc., having its place of business at 6200 Paseo Padre Parkway, Fremont, CA 94555 (“Customer”) and Flextronics Industrial Ltd., having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
FIRST AMENDED AND RESTATED FORM OF RESTRICTED INCENTIVE UNIT AWARD AGREEMENT – INITIAL AWARD (TIME)Restricted Incentive Unit Award Agreement – Initial Award • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Restricted Incentive Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<<Grant Date>>], (the “Effective Date”) by and between Nextracker LLC, a Delaware limited liability company and any successor Entity of Nextracker LLC after the occurrence of an Initial Public Offering (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “Plan”) unless stipulated herein as having the meaning ascribed to them in that certain Amended and Restated Limited Liability Company Agreement of Nextracker LLC, dated as of February 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, for the avoidance of doubt, the articles of association of any successor Entity after the occurrence of an Initial Public Offering) (the “LLC Agreemen
FIRST AMENDED AND RESTATED 2022 NEXTRACKER LLC EQUITY INCENTIVE PLAN FORM OF UNIT OPTION AWARD AGREEMENT – INITIAL AWARD (TIME AND PERFORMANCE)Option Award Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This non-qualified Unit Option Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<<Grant Date>>], (the “Effective Date”) by and between Nextracker LLC, a Delaware limited liability company and any successor Entity of Nextracker LLC after the occurrence of an Initial Public Offering (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “Plan”) unless stipulated herein as having the meaning ascribed to them in that certain Amended and Restated Limited Liability Company Agreement of Nextracker LLC, dated as of February 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, for the avoidance of doubt, the articles of association of any successor Entity after the occurrence of an Initial Public Offering) (the “LLC Agreemen
SECOND AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and among FLEX LTD., NEXTRACKER LLC and FLEXTRONICS INTERNATIONAL USA, INC. Dated as of [•], 2022Employee Matters Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This SECOND AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2022, is entered into by and among Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H (“Flex”), Nextracker LLC, a Delaware limited liability company, formerly Nextracker Inc. (“Nextracker OpCo”), Flextronics International USA, Inc., a California corporation (“FIUI”), and by delivery of a duly executed Joinder Agreement (as defined below) to Flex and Nextracker OpCo following the date hereof, Nextracker Inc., a Delaware corporation (“Nextracker PubCo”). “Party” or “Parties” means Flex, Nextracker PubCo, Nextracker OpCo or FIUI, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
SECOND AMENDED AND RESTATED FORM OF STOCK OPTION AWARD AGREEMENT (TIME)Stock Option Award Agreement • August 9th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This non-qualified Stock Option Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below), (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity of Nextracker Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Plan”). The Participant understands and agrees that this non-qualified Stock Option Award (the “Option” or the “Option Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement, including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Pl
LETTER AGREEMENTLetter Agreement • January 24th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys
Reference is made to the Tax Receivable Agreement, dated as of the date hereof (the “Tax Receivable Agreement”), among Nextracker Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party thereto. Capitalized terms used in this Agreement (this “Agreement”) but not otherwise defined shall have the meanings ascribed to such terms in the Tax Receivable Agreement.
SECOND AMENDED AND RESTATED FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT – DIRECTOR AWARDRestricted Stock Unit Award Agreement – Director Award • August 9th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity of Nextracker Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Plan”). The Participant understands and agrees that this Restricted Stock Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of this Agreement. The Participant acknowledges receipt of a copy of the Plan
AMENDED AND RESTATED SEPARATION AGREEMENT by and among FLEX LTD., NEXTRACKER LLC, NEXTRACKER INC. and, solely for the purposes of Section 3.8,Separation Agreement • February 1st, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This AMENDED AND RESTATED SEPARATION AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H (“Flex”); Nextracker OpCo (as defined below); Nextracker Inc., a Delaware corporation (“Nextracker PubCo”); and, solely for the purposes of Section 3.8 hereof, Flextronics International USA, Inc., a California corporation (“FIUI”). “Party” or “Parties” means Flex, Nextracker PubCo, Nextracker OpCo or FIUI, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the respective meanings set forth in Section 1.1.
FIRST AMENDED AND RESTATED FORM OF RESTRICTED INCENTIVE UNIT AWARD AGREEMENT – INITIAL AWARD (PERFORMANCE)Restricted Incentive Unit Award Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Restricted Incentive Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<<Grant Date>>], (the “Effective Date”) by and between Nextracker LLC, a Delaware limited liability company and any successor Entity of
TAX RECEIVABLE AGREEMENT among NEXTRACKER INC., and THE PERSONS NAMED HEREIN Dated as of [•]Tax Receivable Agreement • January 24th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
EXCHANGE AGREEMENTExchange Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2023, by and among Nextracker LLC, a Delaware limited liability company (the “Company”), and Nextracker Inc., a Delaware corporation and the sole managing member of the Company (“PubCo”), and the holders of Common Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
SECOND AMENDED AND RESTATED FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME)Restricted Stock Unit Award Agreement • August 9th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity of Nextracker Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Plan”). The Participant understands and agrees that this Restricted Stock Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions
AGREEMENT AND PLAN OF MERGER by and among FLEX LTD., YUMA, INC., NEXTRACKER INC. AND YUMA ACQUISITION CORP. Dated as of [●], 2023Agreement and Plan of Merger • January 24th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [•], 2023, is entered into by and among Flex Ltd., a public company limited by shares incorporated in Singapore and having company registration no. 19002645H (“Flex”), Yuma, Inc., a Delaware corporation (“Newco”), Nextracker Inc., a Delaware corporation (“Nextracker”), and Yuma Acquisition Corp., a Delaware corporation (“Merger Sub”) (all such parties, collectively, the “Parties” and each, a “Party”).
SECOND AMENDED AND RESTATED FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENTForm of Performance Stock Unit Award Agreement • August 9th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Performance Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity of Nextracker Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Plan”). The Participant understands and agrees that this Performance Stock Unit Award (the “PSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditio
GENERAL BUSINESS AGREEMENTGeneral Business Agreement • January 24th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • California
This General Business Agreement is entered into by and between Nextracker LLC, with a place of business at 6200 Paseo Padre Pkwy, Fremont, California 94555-3601, USA (“NX LLC” or “NX”) and Flextronics Industrial Ltd., with a place of business at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (“Supplier”). NX (as further defined in Section 1.3 below) and Supplier are referred to each as a “Party” or collectively as the “Parties.” This Agreement shall be considered executed by the Parties as of the date of the last signature (the “Execution Date”), but the terms of this Agreement shall be effective as of May 27, 2019 (“Effective Date”).
TRANSITION SERVICES AGREEMENT among FLEXTRONICS INTERNATIONAL USA, INC. and NEXTRACKER LLC dated as of February 1, 2022Transition Services Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Transition Services Agreement (this “Agreement”), is entered into on February 1, 2022 (the “Effective Date”) by and among Flextronics International USA, Inc., a California corporation (“Flex”); Nextracker LLC, a Delaware limited liability company (“Opco”); and, by delivery of a duly executed Joinder (as defined below) to Flex and Opco following the date hereof, Nextracker Inc., a Delaware corporation (“Newco”).
AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 13th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys
This Amendment to the Transition Services Agreement (the “Amendment”), effective as of February 1, 2023 (the “Amendment Effective Date”), between Flextronics International USA, Inc., a California corporation (“Flex”), and Nextracker LLC, a Delaware limited liability company (“OpCo”, and together with Flex, the “Parties”, and each, a “Party”).
SECOND AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT – DIRECTOR AWARDRestricted Stock Unit Award Agreement – Director Award • June 9th, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Date of Grant described below (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity of Nextracker Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Plan”). The Participant understands and agrees that this Restricted Stock Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of this Agreement. The Participant acknowledges receipt of a copy of the Plan
