●] Shares FLUENCE ENERGY, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fluence Energy, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares of the Class A common stock, par value $0.00001 per share, of the Company (the “Class A Shares”). As used herein, the term “Common Stock” refers to shares of the Company’s common stock, including any shares of Class A Shares.
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification and Advancement Agreement (the “Agreement”) is made as of _____________, 202__ by and between Fluence Energy, Inc. a Delaware corporation (the “Company”), and __________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
18,000,000 Shares FLUENCE ENERGY, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT December 5, 2023Underwriting Agreement • December 8th, 2023 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FLUENCE ENERGY, LLC Dated as of [·], 2021Limited Liability Company Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FLUENCE ENERGY, LLC, a Delaware limited liability company (the “Company”), dated as of [·], 2021 (the “Restatement Date”), by and among the Company, FLUENCE ENERGY, INC., a Delaware corporation (“PubCo”, as the Managing Member as defined below), and the Members (as defined below).
STOCKHOLDERS AGREEMENT OF FLUENCE ENERGY, INC.Stockholders Agreement • November 3rd, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 27, 2021, by and among (i) Fluence Energy, Inc., a Delaware corporation (the “Corporation”); (ii) AES Grid Stability, LLC (“AES”), a limited liability company duly organized and validly existing under the laws of Delaware; (iii) Siemens Industry, Inc. (“Siemens”), a corporation duly organized and validly existing under the laws of Delaware, (iv) Qatar Holding LLC, a Qatar Financial Centre entity (“QIA”), and (v) any other Person who becomes a party hereto pursuant to Section 11 (each a “Stockholder” and, collectively, the “Stockholders”). Certain terms used in this Agreement are defined in Section 7.
TAX RECEIVABLE AGREEMENT by and among FLUENCE ENERGY, INC., FLUENCE ENERGY, LLC, the several TRA PARTIES (as defined herein), and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of October 27, 2021 CONTENTSTax Receivable Agreement • November 3rd, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October 27, 2021, is hereby entered into by and among Fluence Energy, Inc., a Delaware corporation (the “Corporation”) (and, along with any other member of any U.S. federal income tax consolidated group including the Corporation, the “Corporate Group”), Fluence Energy, LLC, a Delaware limited liability company (the “LLC”), and each of the TRA Parties from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
January 8, 2024 Dear Krishna Vanka,Fluence Energy, Inc. • February 8th, 2024 • Miscellaneous electrical machinery, equipment & supplies
In connection with your separation from your role as Senior Vice President and Chief Digital Officer of Fluence Energy, LLC (“Fluence” and, together with its affiliated and related entities, the “Company”), we believe it is mutually beneficial to put in writing the terms of such separation. This letter (this “Agreement”), upon your signature, will constitute an agreement between us regarding the terms and conditions of your separation from the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 1, 2021 by and among Fluence Energy, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owners”).
THIS AMENDED AND RESTATED STORAGE CORE FRAME PURCHASE AGREEMENT (this “Agreement”) is made and entered into on October 27, 2021 (the “Effective Date”), between AES Grid Stability, LLC. hereinafter referred to as “Buyer” and Fluence Energy, LLC, whose...Storage Core Frame Purchase Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
AMENDED AND RESTATED CREDIT SUPPORT AND REIMBURSEMENT AGREEMENT by and among The AES Corporation, Siemens Industry, Inc., and Fluence Energy, LLC Dated June 9, 2021Credit Support and Reimbursement Agreement • September 28th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED CREDIT SUPPORT AND REIMBURSEMENT AGREEMENT (this “Agreement”), dated and effective as of June 9, 2021 (the “Effective Date”), is adopted, executed and agreed to by and among Fluence Energy, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Company”), The AES Corporation, a corporation duly incorporated and validly existing under the laws of the State of Delaware (“AES”), and Siemens Industry, Inc., a corporation duly incorporated and validly existing under the laws of the State of Delaware (“Siemens”). The Company, AES and Siemens are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
ContractCooperation Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 10th, 2023 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of August 8, 2023, is entered into by and among FLUENCE ENERGY, INC., a Delaware corporation (the “Parent”), FLUENCE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, each Lender party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), in connection with that certain Revolving Credit Agreement, dated as of November 1, 2021 (as amended by that certain Amendment No. 1 to Revolving Credit Agreement, dated November 15, 2022, as further amended by that certain Amendment No. 2 to Revolving Credit Agreement, dated May 19, 2023, and as further amended, modified, supplemented, restated or amended and restated from time to time, the “Existing Credit Agreement” and as amended by this Agreement, the “Credit Agreement”), entered into by and among the Borrower, the Parent, the Guarantors from time to time party
Master Sales Cooperation Agreement (2021) between Siemens Industry, Inc. – Smart Infrastructure with its principal place of business at 100 Technology Drive, Alpharetta GA 30005 - hereinafter referred to as “Siemens” - and Fluence Energy, LLC with its...Master Sales Cooperation Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
LICENSE AGREEMENTLicense Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This LICENSE AGREEMENT (this “Agreement”), dated as of September 9, 2021 (the “Effective Date”), in entered into by and between Fluence Energy, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“FLUENCE”) (“LICENSOR”) and The AES Corporation, a corporation duly formed and validly existing under the laws of the State of Delaware (“AES”) (“LICENSEE”) . Each of LICENSOR, and LICENSEE is sometimes referred to herein as a “Party” and, together, as the “Parties.”
Amended and Restated Equipment and Services Purchase Agreement by and between Fluence Energy, LLC as Buyer and Siemens Industry, Inc. as Supplier dated [●], 2021Equipment and Services Purchase Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDED AND RESTATED EQUIPMENT AND SERVICES PURCHASE AGREEMENT (this “Agreement”) is made and entered into on [●], 2021, between Siemens Industry, Inc., whose principal place of business is at 100 Technology Drive, Alpharetta, Georgia 30005 hereinafter referred to as “Supplier” and Fluence Energy, LLC, whose principal place of business is 4601 N. Fairfax Drive, Suite 600, Arlington, Virginia 22203 hereinafter referred to as “Buyer”. Each of Supplier and Buyer are referred to herein as a “Party” and collectively are referred to herein as the “Parties.”
ContractSales Cooperation Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
REGISTRATION RIGHTS AGREEMENT JOINDERRegistration Rights Agreement • February 8th, 2024 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of November 1, 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Fluence Energy, Inc., a Delaware corporation (the “Corporation”), and the other person named as parties therein.
SECOND AMENDMENT TO Company Name Affix and Trademark License AgreementLicense Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
This SECOND AMENDMENT TO COMPANY NAME AFFIX AND TRADEMARK LICENSE AGREEMENT (this “Second Amendment”), is dated as of [●], 2021, by and between Siemens Aktiengesellschaft, with registered seats in Berlin and Munich, Federal Republic of Germany (“Siemens”) and Fluence Energy, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Licensee”). Siemens and the Licensee may herein collectively be referred to as the “Parties”
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 14th, 2022 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, the Borrower requested that the Lenders party hereto (constituting Required Lenders) amend the Credit Agreement (in accordance with Section 10.02 of the Credit Agreement) in certain respects, and such Lenders are willing to do so.
STOCKHOLDERS AGREEMENT JOINDERStockholders Agreement • February 8th, 2024 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
The undersigned is executing and delivering this joinder agreement (“Joinder Agreement”) pursuant to the Stockholders Agreement, dated as of October 27, 2021, by and among Fluence Energy, Inc., a Delaware corporation (the “Corporation”), and the other parties thereto, as amended and restated, restated, amended, supplemented or otherwise modified from time to time (the “Stockholders Agreement”). Capitalized terms used, but not defined, in this Joinder Agreement shall have the meanings ascribed to them in the Stockholders Agreement.
Amended and Restated Storage Core Frame Purchase Agreement by and between AES Grid Stability, LLC as Buyer and Fluence Energy, LLC as Supplier dated [ ● ], 2021Frame Purchase Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
MASTER ASSIGNMENT AND ASSUMPTION AND ISSUING BANK JOINDERMaster Assignment and Assumption And • February 8th, 2024 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Master Assignment and Assumption and Issuing Bank Joinder (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between each of the parties listed on Annex II hereto as an Assignor (each, an “Assignor” and collectively, the “Assignors”) and CITIBANK, N.A. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Syndicated Facility Agreement identified below (as amended, restated, amended and restated, supplemented, extended and/or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
Amended and Restated Storage Core Frame Purchase Agreement by and between Siemens Industry, Inc. as Buyer and Fluence Energy, LLC as Supplier dated [●], 2021Core Frame Purchase Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDED AND RESTATED STORAGE CORE FRAME PURCHASE AGREEMENT (this “Agreement”) is made and entered into on [·], 2021 between Siemens Industry, Inc. hereinafter referred to as “Buyer” and Fluence Energy, LLC, whose principal place of business is 4601 N. Fairfax Drive, Suite 600, Arlington, Virginia 22203 hereinafter referred to as “Supplier”. This Agreement shall become effective upon the Effective Date defined in Section 2.1 below. Each of Buyer and Supplier are referred to herein as a “Party” and collectively are referred to herein as the “Parties.”
ContractAnd Trademark License Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
REGISTRATION RIGHTS AGREEMENT JOINDERRegistration Rights Agreement • December 14th, 2022 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of November 1, 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Fluence Energy, Inc., a Delaware corporation (the “Corporation”), and the other person named as parties therein.
SECOND AMENDMENT TO Company Name Affix and Trademark License AgreementLicense Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SECOND AMENDMENT TO COMPANY NAME AFFIX AND TRADEMARK LICENSE AGREEMENT (this “Second Amendment”), is dated as of [●], 2021, by and between The AES Corporation, a corporation incorporated and validly existing under the laws of the State of Delaware (“AES”) and Fluence Energy, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Licensee”). AES and the Licensee may herein collectively be referred to as the “Parties”
ContractAnd Trademark License Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FLUENCE ENERGY, LLC Dated as of October 27, 2021Limited Liability Company Agreement • November 3rd, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FLUENCE ENERGY, LLC, a Delaware limited liability company (the “Company”), dated as of October 27, 2021 (the “Restatement Date”), by and among the Company, FLUENCE ENERGY, INC., a Delaware corporation (“PubCo”, as the Managing Member as defined below), and the Members (as defined below).
August 5, 2022 Dear Manuel:Fluence Energy, Inc. • August 30th, 2022 • Miscellaneous electrical machinery, equipment & supplies • Virginia
In connection with your separation from your role as Chief Executive Officer of Fluence Energy, LLC (“Fluence” and, together with its affiliated and related entities, the “Company”), we believe it is mutually beneficial to put in writing the terms of such separation. This letter (this “Agreement”), upon your signature, will constitute an agreement between us regarding the terms and conditions of your separation from the Company.
Per our discussions, this letter agreement (the "Phantom Cancellation Letter") relates to that certain Phantom Unit Award Agreement, by and between Fluence Energy, LLC (the "Company") and you, dated April 2, 2021 (the "Award Agreement''), pursuant to...Fluence Energy, Inc. • September 28th, 2021 • Miscellaneous electrical machinery, equipment & supplies
This Phantom Cancellation Letter memorializes the mutual agreement between the Company and you to terminate the Award Agreement (and any rights thereunder) and you irrevocably waive, release and forfeit your rights to the Phantom Units. Such termination is in consideration for the Company's continued efforts to consider an initial public offering of the Company's securities, the sufficiency of which is hereby acknowledged and agreed by the parties, and is effective today. The Company and you acknowledge and agree that the Phantom Unit Award is not vested, no additional consideration is required to effect such termination, and the Company has no current or prospective liability in respect of the Phantom Unit Award.
STOCKHOLDERS AGREEMENT JOINDERStockholders Agreement • December 14th, 2022 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
The undersigned is executing and delivering this joinder agreement (“Joinder Agreement”) pursuant to the Stockholders Agreement, dated as of October 27, 2021, by and among Fluence Energy, Inc., a Delaware corporation (the “Corporation”), and the other parties thereto, as amended and restated, restated, amended, supplemented or otherwise modified from time to time (the “Stockholders Agreement”). Capitalized terms used, but not defined, in this Joinder Agreement shall have the meanings ascribed to them in the Stockholders Agreement.
THIS AMENDED AND RESTATED EQUIPMENT AND SERVICES PURCHASE AGREEMENT (this “Agreement”) is made and entered into on October 27, 2021, between Siemens Industry, Inc., whose principal place of business is at 100 Technology Drive, Alpharetta, Georgia...Equipment and Services Purchase Agreement • December 14th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
Execution Version AMENDED AND RESTATED SIEMENS INDUSTRY LICENSE AGREEMENT This AMENDED AND RESTATED SIEMENS INDUSTRY LICENSE AGREEMENT (this “Agreement”), dated as of June 9, 2021 (the “Effective Date”), is entered into by and between Fluence Energy,...Siemens Industry License Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS ASSIGNMENT, dated as of September 9, 2021 (the “Effective Date”), by The AES Corporation (hereinafter referred to as “the Assignor”) having its principal place of business at 4300 Wilson Blvd, Arlington, VA 22203, respectively, witnesseth:
NY Law GPSA (Version 7.0) 1 GLOBAL PAYING SERVICES AGREEMENT Dated as of _______________________ 2021, between Fluence Energy, LLC, a Delaware limited liability corporation (“Buyer Parent”) and Citibank, N.A., a U.S. national banking association...Global Paying Services Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
