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”).
FIRST AMENDED AND RESTATED FORM OF RESTRICTED INCENTIVE UNIT AWARD AGREEMENT – INITIAL AWARD (TIME)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 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
Flextronics Manufacturing Services AgreementManufacturing 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 2022 NEXTRACKER LLC EQUITY INCENTIVE PLAN FORM OF UNIT OPTION AWARD AGREEMENT – INITIAL AWARD (TIME AND PERFORMANCE)Unit 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.
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”).
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”).
