●] 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.
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 • October 19th, 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 [•], 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 (“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 [______] CONTENTSTax Receivable Agreement • October 19th, 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 [________], 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October [●], 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”).
Amended and Restated Cooperation Agreement between Fluence Energy, LLC and The AES Corporation Dated as of [____], 2021Cooperation Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED COOPERATION AGREEMENT (this “Agreement”) is made and entered into on [_____], 2021 (the “Effective Date”), between The AES Corporation, whose principal place of business is at 4300 Wilson Boulevard, Arlington, VA 22203 hereinafter referred to as “AES” and Fluence Energy, LLC, whose principal place of business is 4601 N. Fairfax Drive, Suite 600, Arlington, VA 22203 hereinafter referred to as “Fluence”. Each of AES and Fluence are referred to herein as a “Party” and collectively are referred to herein as the “Parties.”
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.”
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”
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
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.”
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”
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
Execution Version AMENDED AND RESTATED SIEMENS LICENSE AGREEMENT This AMENDED AND RESTATED SIEMENS LICENSE AGREEMENT (this “Agreement”), dated as of June 9, 2021 (the “Effective Date”), is entered into by and between Fluence Energy, LLC, a limited...Siemens License Agreement • October 19th, 2021 • Fluence Energy, Inc. • Miscellaneous electrical machinery, equipment & supplies
