UNDERWRITING AGREEMENT NEXTRACKER INC. [●] Shares of Class A Common StockUnderwriting Agreement • February 1st, 2023 • Nextracker Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
Nextracker Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Flex Ltd., a Singapore corporation (“Flex”), 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 (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
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.
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.
