CLARIOS INTERNATIONAL INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
In addition, concurrently with the offering and sale of the Shares, the Company intends to issue and sell up to [●] shares of its [●]% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share with an initial liquidation preference of $50.00 per share (the “Mandatory Convertible Preferred Stock”) pursuant to a registration statement prepared and filed with the Securities and Exchange Commission (the “Commission”). In connection with the offer and sale of the Mandatory Convertible Preferred Stock (referred to herein as the “Concurrent Offering”), the Company has entered into an underwriting agreement, dated as of [●], 2021 between the Company and the several underwriters party thereto. The Underwriters are not committing to, and
Clarios International Inc. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Clarios International Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Director Restricted Stock Units (the “DRSUs”) granted to the Participant under the Clarios International Inc. 2021 Long-Term Incentive Plan (the “Plan”).
Clarios International Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Performance-Based Restricted Stock Unit Award Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Clarios International Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of performance-based Restricted Stock Units (the “PSUs”) granted to the Participant under the Clarios International Inc. 2021 Long-Term Incentive Plan (the “Plan”).
Clarios International Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Clarios International Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Clarios International Inc. 2021 Long-Term Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Clarios International Inc., a Delaware corporation (the “Company”), Brookfield Capital Partners V GP LLC, a Delaware limited liability company (“Brookfield”), CDPQ SMA (Carry Vehicle) LP, an Ontario limited partnership (“CDPQ SMA”), Panther Co-Invest Vehicle LP, an Ontario limited partnership (“Panther Co-Invest”) and Panther B-Class LP, an Ontario limited partnership (“Panther B-Cass LP” and, together with CDPQ SMA and Panther Co-Invest, “CDPQ” and, together with Brookfield, the “Sponsor Group” and each of Brookfield and CDPQ, a “Sponsor”). Each Sponsor and any other Person who may become a party hereto pursuant to Sections 8 or 12(c) are referred to individually as a “Stockholder” and generally as a “Holder” and collectively as the “Stockholders” and generally as the “Holders.”
SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies
This Separation Agreement and Release of All Claims (the “Agreement”) is made between Clarios LLC and its subsidiaries and affiliated entities (collectively the “Company”) and Petar Oklobdzija (“Executive”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 21, 2020, among Clarios Germany GmbH & Co. KGaA, Clarios Management GmbH, Clarios Zwickau GmbH & Co. KG, Clarios Beteiligungs GmbH and Clarios Varta Hannover GmbH (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each organized under the laws of Germany and each a subsidiary of Clarios Global LP (f/k/a Panther BF Aggregator 2 LP), an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
THIS DIRECTOR FEE AGREEMENT dated July 1, 2021 (the “Agreement”) BETWEEN: RECITALS:Director Fee Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS pursuant to a stockholders agreement effective on or about July 1, 2021 (the “Stockholders Agreement”) between Clarios and the Sponsor Group (as such term is defined in the Stockholders Agreement), the Sponsor Group has negotiated certain rights to appoint members of the Board of Directors of Clarios;
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 21, 2020, among Clarios Germany GmbH & Co. KGaA, Clarios Management GmbH, Clarios Zwickau GmbH & Co. KG, Clarios Beteiligungs GmbH and Clarios Varta Hannover GmbH (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each organized under the laws of Germany and each a subsidiary of Clarios Global LP (f/k/a Panther BF Aggregator 2 LP), an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, among JC Autobatterie Holding GmbH, Johnson Controls Recycling GmbH and Panther Germany GmbH (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) organized under the laws of Germany and each a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, among JC Autobatterie Holding GmbH, Johnson Controls Recycling GmbH and Panther Germany GmbH (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) organized under the laws of Germany and each a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
FORM OF TAX RECEIVABLE AGREEMENT between CLARIOS INTERNATIONAL, INC. AND THE PERSONS NAMED HEREIN Dated as of [●], 2021Tax Receivable Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2021, is hereby entered into by and among Clarios International, Inc., a Delaware corporation (including any successor corporation, the “Corporation”), each of the undersigned parties, and each of the other Persons from time to time that become a party hereto (each, excluding the Corporation, a “TRA Party” and together the “TRA Parties”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, among Johnson Controls Advanced Power Solutions, LLC, Johnson Controls APS Production, Inc., Johnson Controls Battery Components, Inc., Johnson Controls Battery Group, LLC, Johnson Controls Mexico PS Holding LLC and Panther US BidCo LLC (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a Delaware limited liability company, a Delaware corporation or an Ontario limited partnership and each a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”).
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
[●] Supplemental Indenture (this “Supplemental Indenture”), dated as of [●], among [●] (the “Guaranteeing Subsidiary”), a subsidiary of Clarios Global LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
RETENTION INCENTIVE BONUS AGREEMENTRetention Incentive Bonus Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Wisconsin
THIS RETENTION INCENTIVE BONUS AGREEMENT (the “Agreement”) is made by Clarios LLC (the “Company”) and Jennifer Slater (“Employee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, between Johnson Controls Luxembourg Global Holding S.à r.l. (the “Guaranteeing Subsidiary”), a private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 4, rue Jean Monnet, L-2180 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 190936, and a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, between Johnson Controls Luxembourg Global Holding S.à r.l. (the “Guaranteeing Subsidiary”), a private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 4, rue Jean Monnet, L-2180 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 190936, and a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
STOCKHOLDER RIGHTS AGREEMENT by and between CLARIOS INTERNATIONAL INC. and Dated as of July [●], 2021Stockholder Rights Agreement • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
STOCKHOLDER RIGHTS AGREEMENT, dated as of July [●], 2021 (as amended from time to time, this “Agreement”), by and among Clarios International Inc., a Delaware corporation (the “Company”) and the entities constituting the Sponsor Group (as defined herein).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2019, among Johnson Controls Advanced Power Solutions, LLC, Johnson Controls APS Production, Inc., Johnson Controls Battery Components, Inc., Johnson Controls Battery Group, LLC, Johnson Controls Mexico PS Holding LLC and Panther US BidCo LLC (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a Delaware limited liability company, Delaware corporation or an Ontario limited partnership and each a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
[●] Supplemental Indenture (this “Supplemental Indenture”), dated as of [●], among [●] (the “Guaranteeing Subsidiary”), a subsidiary of Clarios Global LP (f/k/a Panther BF Aggregator 2 LP), an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”) and Notes Collateral Agent.
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]Supplemental Indenture • July 2nd, 2021 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
[●] Supplemental Indenture (this “Supplemental Indenture”), dated as of [●], among [●] (the “Guaranteeing Subsidiary”), a subsidiary of Clarios Global LP (f/k/a/ Panther BF Aggregator 2 LP), an Ontario limited partnership (the “Issuer”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”).
